sabmiller plc 
annual report 2012
building locally winning globally delighting consumers
sabmiller plc annual report 2012  overview  
financial and operational highlights 
of the year an overview of the 
group and a description of our 
business activities
 1 performance highlights
 2 five minute read
 4 group at a glance
business review  
statements from our chairman and 
executive directors an overview of 
our markets strategy our business 
model the way we manage risk 
how our operations performed 
and our approach to sustainable 
development and people
 7 chairman’s statement   
 12 global beer market trends
 14 chief executive’s review
  15 business model
 20 strategic priorities
 21 key performance indicators
 22 principal risks
 25 operations review
  25 latin america
  27 europe
  29 north america
  30 africa
  32 asia pacific
  34 south africa beverages
  35 south africa hotels and gaming
 37 chief financial officer’s review
 46 sustainable development
 50 people
governance  
an introduction to the board and 
executive committee and details of 
the group’s approach to corporate 
governance and remuneration
 52 board of directors
 54 executive committee
 55 directors’ report
 59 corporate governance
 68 directors’ remuneration report
financial statements  
audited financial statements notes 
and other key data and definitions 
of terms
 84  statement of directors’ responsibilities in respect of the  
consolidated financial statements
 85  independent auditors’ report to the members of sabmiller plc  
on the consolidated financial statements
 86  consolidated income statement
 87  consolidated statement of comprehensive income
 88  consolidated balance sheet
 89  consolidated cash flow statement
 90  consolidated statement of changes in equity
 91  notes to the consolidated financial statements
 165  statement of directors’ responsibilities in respect of the  
company financial statements
 166  independent auditors’ report to the members of sabmiller plc  
on the company financial statements
 167  balance sheet of sabmiller plc
 168  notes to the company financial statements
 178  fiveyear financial review
 1 8 0  d e fi ni t io n s
shareholder information  
information dates and contact 
details for shareholders
 182  ordinary shareholding analyses
 1 83  sh a r e h ol d e r s ’ d ia r y
 1 84  a d m i n i s t r a t i on
 ibc  c au t i o n a r y s t a t e m e n t
contents 
what’s inside
 sabmiller plc annual report 2012 performance highlights
driving strong results in developing markets
group revenue
a
revenue
b
ebita
c
11
2012 us31388m 
2011 us28311m
12
2012 us21760m
2011 us19408m
12
2012 us5634m
2011 us5044m
dividends per share
d
profit before tax adjusted eps
e
12
2012 910 us cents
2011 810 us cents
55
2012 us5603m
2011 us3626m
12
2012 2148 us cents
2011 1915 us cents
net debt
f
lager volumes free cash flow
g
152
2012 us17862m
2011 us7091m
5
2012 229m hectolitres
2011 218m hectolitres
23
2012 us3048m
2011 us2488m
a
 group revenue includes the 
attributable share of associates’ and 
joint ventures’ revenue of us9628 
million 2011 us8903 million 
b
 revenue excludes the attributable 
share of associates’ and joint 
ventures’ revenue 
c
 note 2 to the consolidated financial 
statements provides a reconciliation 
of operating profit to ebita which  
is defined as operating profit before 
exceptional items and amortisation of 
intangible assets excluding 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 
d
 2012 final dividend is subject to 
shareholder approval at the annual 
general meeting 
e
 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 
f
 net debt comprises gross debt 
including borrowings borrowings
related derivative financial instruments 
overdrafts and finance leases 
net of cash and cash equivalents 
excluding overdrafts an analysis 
of net debt is provided in note 28c to 
the consolidated financial statements
g
 note 28b to the consolidated 
financial statements provides a 
reconciliation of net cash from 
operating activities to free cash flow 
further information
go online for more details
this report covers the financial year  
ended 31 march 2012 it is also available  
on our website as a downloadable pdf  
wwwsabmillercomannualreport
for more detailed information about  
sabmiller please refer to our website  
wwwsabmillercominvestors
cover carlton draught
our ‘brewery fresh’ carlton draught is a leading 
brand in the portfolio of carlton and united 
breweries cub the australian beverage 
business of foster’s acquired in december  
2011 this year the brand produced a strong 
performance and consolidated its market share
sabmiller plc annual report 2012 1
overview business review governance financial statements shareholder information sabmiller is one of the world’s leading brewers with 
more than 200 beer brands and some 70000 employees 
in over 75 countries we also have growing businesses in 
soft drinks and we are one of the world’s largest bottlers 
of cocacola products 
our strategic direction
our vision
•	 to be the most admired company in the global beer industry
our mission
•	 to own and nurture local and international brands that are 
the first choice of the consumer
our values
•	 our people are our enduring advantage
•	 accountability is clear and personal
•	 we work and win in teams
•	 we understand and respect our customers and consumers
•	 our reputation is indivisible
our strategic priorities
•	 creating a balanced and attractive global spread of businesses
•	 developing strong relevant brand portfolios that win in the  
local market
•	 constantly raising the profitability of local businesses sustainably
•	 leveraging our skills and global scale
for more information on our strategic priorities and how  
we measure against them see pages 20 and 21
sabmiller has become a global leader by 
doing business locally pursuing operational 
excellence and offering highquality products 
backed by innovation and a commitment  
to sustainability 
our success is built on a clear strategic direction a shared vision  
and mission and a common set of values 
our brands and business
local brands
typically brewed and consumed in the same community beer  
is an inherently local business at sabmiller we respect and nurture 
the history and heritage of local brands and give our businesses 
considerable freedom to meet local needs we’re also innovators  
– be it new affordable brands made from locally grown ingredients  
craft beers for the aficionado or the concept of the ‘local premium’ 
for consumers aspiring to affordable luxury
global brands
our four global brands have their own distinct provenance and 
characteristics they comprise the stylishly italian peroni nastro 
azzurro the world’s original golden beer the czechbrewed pilsner 
urquell the northern european grolsch and the embodiment  
of american urban cool miller genuine draft
for more information on the performance of our brands 
see pages 25 to 35
at the heart of our business is a passion  
for producing quality beers in creating  
and building our brands we draw on deep 
insights into local culture and consumers  
and seek to win with products that tap into 
local preferences 
our focus on local businesses with tailored brand portfolios makes  
us we believe the most local of the global brewers
five minute read
our business in brief
2 sabmiller plc annual report 2012 our performance in 2012
operational highlights
•	 reported ebita grew 12 with organic constant currency 
ebita growth of 8
 – latin america ebita
1
 grew by 14 as a result of volume 
growth pricing and mix
 – europe ebita
1
 declined by 9 due to lower volumes 
adverse mix and increased raw material costs
 – strong pricing and favourable mix increased north america 
ebita
1
 by 2 despite lower volumes
 – volume growth strong pricing and mix drove africa’s ebita
1
 
growth of 16
 – asia pacific ebita
1
 increased by 30 with good growth in  
both china and india 
 – south africa beverages ebita
1
 grew 14 due to price 
and mix benefits and focus on cost productivity 
•	 ebita margin increased by 10 basis points bps to 179 
•	 foster’s contributes to results from middecember 2011 
integration proceeding well
for more information on our financial performance 
see pages 37 to 44
1
 ebita growth is shown on an organic constant currency basis
we delivered another year of strong financial 
results successful development of our brand 
portfolios and intensified sales execution 
together with rising consumer spending  
drove strong performance in most of our 
developing markets 
total beverage volumes grew 6 totalling 286 million hectolitres  
with our lager volumes up 5 and soft drinks volumes up 8 
reported group revenue rose by 11
how we create value
the strategy in action
building value depends on being in the right markets both highgrowth 
emerging economies and profitable mature markets it means having 
the right brand portfolio – one that spans a range of consumer segments 
drinking occasions and price points it also calls for valuecreating 
partnerships and an operating process that supports local accountability 
and facilitates the sharing of best practice
for more information on our strategy and how we create 
value see pages 14 to 20
inclusive growth
we believe we create best value for our shareholders by also bringing 
value to the communities in which we operate because our business 
is not separate from society but embedded within it the success  
of sabmiller is inextricably linked to the wellbeing of the wider 
community so along with creating jobs and paying taxes we seek  
to stimulate local enterprise to support economic development to 
collaborate with governments and others on shared challenges and  
to help tackle the effects of alcohol abuse – all essential underpinnings  
of our ongoing licence to trade 
for more information on our approach to sustainable 
development see pages 46 to 49
we create longterm value by establishing 
leading positions in key markets by investing 
in and building attractive brands and brand 
portfolios and by taking a local approach to 
running our businesses based on effective 
operating processes
we concentrate on building brands and businesses and make 
acquisitions only where they have the potential to add value
águila light 
origin colombia
first brewed 2002
wwwaguilalightcom
a lighter version of águila the classic colombian beer 
águila light is a popular option for the consumer looking 
to experience a lighter taste and a beer that is very 
easily drinkable 
sabmiller plc annual report 2012 3
overview business review governance financial statements shareholder information group at a glance 
our operations around the world
expanding from our roots in africa we’ve built leading positions  
in all regions of the world in both emerging and developed 
markets last year our businesses sold 229 million hectolitres 
of lager over 90 of which was sold in markets in which we’re 
the number one or number two brewer 
latin america europe north america africa asia pacific south africa
32
contribution to group ebita
1
 2012
14
contribution to group ebita
1
 2012
13
contribution to group ebita
1
 2012
13
contribution to group ebita
1
 2012
6
contribution to group ebita
1
 2012 
22
contribution to group ebita
1
 2012 
17 breweries
2
14 bottling plants
2
26933 employees
3
17 breweries
2
14095 employees
3
8 breweries
2
8812 employees
3
32 breweries
2
19 bottling plants
2
13596 employees
3
23 breweries
2
2 bottling plants
2
3804 employees
3
7 breweries
2
6 bottling plants
2
11939 employees
3
•	 our primary brewing and beverage 
operations cover six countries across 
south and central america colombia 
ecuador el salvador honduras panama 
and peru
•	 in each of these countries we are the 
number one brewer by market share
•	 we are also the third largest brewer  
in argentina
•	 we bottle soft drinks for the cocacola 
company in el salvador and honduras 
and for pepsico international in panama
•	 regional office bogotá colombia
•	 our primary brewing operations cover 
eight countries – the czech republic 
hungary italy poland romania slovakia 
spain canary islands and the netherlands
•	 in the majority of these countries 
we are the number one or two brewer 
by market share
•	 a further 16 countries including russia 
turkey and the ukraine are covered in 
a strategic alliance with anadolu efes 
through either brewing soft drinks or 
export operations
•	 we export significant volumes to a further 
eight european markets of which the 
largest are the uk and germany
•	 regional office zug switzerland
•	 millercoors is a joint venture with molson 
coors brewing company formed in 2008 
by bringing together the us and puerto 
rican operations of both groups
•	 headquartered in chicago millercoors  
is the second largest brewer in the usa 
with 29 of the beer market
•	 our wholly owned miller brewing international 
business is based in milwaukee usa and 
exports our brands to canada and mexico 
and throughout the americas
•	 regional office chicago usa
•	 our brewing and beverage operations  
in africa cover 15 countries a further 
21 are covered through a strategic alliance 
with the castel group and we also have 
an associated undertaking in zimbabwe
•	 in most of these countries we are the 
number one brewer by market share
•	 we bottle soft drinks for the cocacola 
company in 20 of our african markets in 
alliance with castel in 14 of these markets
•	 regional office johannesburg south africa
•	 cr snow our partnership with 
china resources enterprise limited 
is the largest brewer in china
•	 with the acquisition of foster’s in 
december 2011 we have a major business 
in australia cub
4
 only contributed to our 
results from middecember 2011
•	 we are the second largest brewer in india
•	 we have an operation in vietnam and 
we export to various markets including 
south korea and cambodia
•	 regional office hong kong
•	 the south african breweries pty ltd 
sab is south africa’s leading producer 
and distributor of lager and soft drinks  
it also exports brands for distribution 
across namibia
•	 our soft drinks division is south africa’s 
leading bottler of products for  
the cocacola company
•	 we have hotel and gaming interests 
through our associate tsogo sun 
holdings ltd the largest hotel and 
gaming group in south africa
•	 regional office johannesburg south africa
for further information see page 25 for further information see page 27 for further information see page 29 for further information see page 30 for further information see page 32 for further information see page 34
4 sabmiller plc annual report 2012 peroni nastro azzurro 
origin italy
first brewed 1963
wwwperoniitalycom
an intensely crisp and refreshing lager with an unmistakable 
touch of italian style peroni nastro azzurro is a premium 
lager brewed to the original recipe since 1963
latin america europe north america africa asia pacific south africa
32
contribution to group ebita
1
 2012
14
contribution to group ebita
1
 2012
13
contribution to group ebita
1
 2012
13
contribution to group ebita
1
 2012
6
contribution to group ebita
1
 2012 
22
contribution to group ebita
1
 2012 
17 breweries
2
14 bottling plants
2
26933 employees
3
17 breweries
2
14095 employees
3
8 breweries
2
8812 employees
3
32 breweries
2
19 bottling plants
2
13596 employees
3
23 breweries
2
2 bottling plants
2
3804 employees
3
7 breweries
2
6 bottling plants
2
11939 employees
3
•	 our primary brewing and beverage 
operations cover six countries across 
south and central america colombia 
ecuador el salvador honduras panama 
and peru
•	 in each of these countries we are the 
number one brewer by market share
•	 we are also the third largest brewer  
in argentina
•	 we bottle soft drinks for the cocacola 
company in el salvador and honduras 
and for pepsico international in panama
•	 regional office bogotá colombia
•	 our primary brewing operations cover 
eight countries – the czech republic 
hungary italy poland romania slovakia 
spain canary islands and the netherlands
•	 in the majority of these countries 
we are the number one or two brewer 
by market share
•	 a further 16 countries including russia 
turkey and the ukraine are covered in 
a strategic alliance with anadolu efes 
through either brewing soft drinks or 
export operations
•	 we export significant volumes to a further 
eight european markets of which the 
largest are the uk and germany
•	 regional office zug switzerland
•	 millercoors is a joint venture with molson 
coors brewing company formed in 2008 
by bringing together the us and puerto 
rican operations of both groups
•	 headquartered in chicago millercoors  
is the second largest brewer in the usa 
with 29 of the beer market
•	 our wholly owned miller brewing international 
business is based in milwaukee usa and 
exports our brands to canada and mexico 
and throughout the americas
•	 regional office chicago usa
•	 our brewing and beverage operations  
in africa cover 15 countries a further 
21 are covered through a strategic alliance 
with the castel group and we also have 
an associated undertaking in zimbabwe
•	 in most of these countries we are the 
number one brewer by market share
•	 we bottle soft drinks for the cocacola 
company in 20 of our african markets in 
alliance with castel in 14 of these markets
•	 regional office johannesburg south africa
•	 cr snow our partnership with 
china resources enterprise limited 
is the largest brewer in china
•	 with the acquisition of foster’s in 
december 2011 we have a major business 
in australia cub
4
 only contributed to our 
results from middecember 2011
•	 we are the second largest brewer in india
•	 we have an operation in vietnam and 
we export to various markets including 
south korea and cambodia
•	 regional office hong kong
•	 the south african breweries pty ltd 
sab is south africa’s leading producer 
and distributor of lager and soft drinks  
it also exports brands for distribution 
across namibia
•	 our soft drinks division is south africa’s 
leading bottler of products for  
the cocacola company
•	 we have hotel and gaming interests 
through our associate tsogo sun 
holdings ltd the largest hotel and 
gaming group in south africa
•	 regional office johannesburg south africa
for further information see page 25 for further information see page 27 for further information see page 29 for further information see page 30 for further information see page 32 for further information see page 34
1
 excluding corporate costs
2
 the number of breweries and bottling plants relates to subsidiaries only except north america which relates to millercoors
3
 see note 6 to the consolidated financial statements the average number of employees relates to subsidiaries only except north america which reflects 
millercoors only and where employee numbers are as at 31 march 2012
4
 cub carlton and united breweries is the australian beverage business of foster’s
sabmiller plc annual report 2012 5
overview business review governance financial statements shareholder information castle milk stout
relaunched in south africa’s local premium 
market this year with a ‘savour the moment’ 
marketing campaign the newly packaged 
castle milk stout has achieved good growth  
at a higher price point than before
6 sabmiller plc annual report 2012 6 sabmiller plc annual report 2012 chairman’s statement
significant progress and strong results
 the year has seen further excellent progress 
growing consumer demand in developing markets 
has helped to secure another strong set of results 
and our global footprint has continued to expand 
meyer kahn chairman
dear shareholder
in my final letter as chairman i am delighted to 
report another year of significant progress and 
strong results as we predicted 12 months ago 
markets were difficult in europe and north america 
but consumer demand continued to grow in most 
developing economies through successful 
marketing product innovation and skilful commercial 
execution we were able to build on our position 
in the world’s developing consumer markets
results and dividend
beverage volumes totalled 286 million hectolitres 
up 6 with lager volumes up 5 and soft drinks 
volumes up 8 group revenue grew by 11 
7 on an organic constant currency basis as 
a result of higher volumes focused price increases 
and our efforts to increase the premium element 
in our brand mix 
reported earnings before interest tax and 
amortisation ebita grew by 12 8 on an 
organic constant currency basis and ebita margin 
was 10 bps ahead of the prior year at 179 group 
revenue growth offset increases in raw material 
costs while marketing investment rose in line with 
revenue and fixed costs increased as a result 
of expenditure on sales and systems capabilities 
profit before tax was up 55 after the inclusion 
of exceptional gains in the year 
finance costs were 7 higher than the prior year 
and the effective tax rate was 275 adjusted 
earnings per share were up 12 at 2148 us cents 
while basic earnings per share were 2666 us cents
the group’s free cash flow was us3048 million 
an increase of us560 million over the prior year 
working capital cash inflows of us258 million 
continued recent positive trends 
capital expenditure was us1639 million a 
rise of us324 million as we increased production 
capacity particularly in africa net debt at 31 march 
2012 was us17862 million this was higher than 
the previous financial yearend primarily due to 
the foster’s acquisition 
the board has recommended a final dividend of 
695 us cents per share to be paid to shareholders 
on 17 august 2012 this brings the total dividend for 
the year to 91 us cents an increase of 10 us cents 
12 over the prior year
operational highlights
the year saw strong performance in most of our 
developing markets latin america and africa were 
particularly notable while south africa and asia 
pacific also generated significant profitable growth 
with the exception of europe all beverage divisions 
contributed to ebita growth
latin america produced ebita growth of 15 
14 on an organic constant currency basis 
lager volumes increased by 8 on an organic 
basis with soft drinks volumes growing 10 on 
the same basis strong revenue growth reflected 
a combination of higher volumes selective price 
increases and favourable mix though these were 
partly offset by higher commodity costs the region 
also benefited from manufacturing efficiencies 
castle lager
origin south africa
first brewed 1895
wwwsabcoza
first brewed in 1895 by founder brewer charles glass 
castle lager enjoys worldwide recognition as the beer 
that brings friends together dedicated to excellence 
it is brewed using the finest quality ingredients to provide 
an engaging taste that always invites another 
91 us cents
total dividend per share 
an increase of 12
sabmiller plc annual report 2012 7
overview business review governance financial statements shareholder information chairman’s statement continued
286m hl
total beverage volumes 
sold during the year
aud180m
cost savings identified 
in australian acquisition
in europe ebita declined by 6 9 on an 
organic constant currency basis while lager 
volumes fell by 1 on an organic basis poland and 
romania were particularly affected by discounting 
and poor consumer sentiment with ebita down 
in both countries other markets generally saw 
stronger financial performance with good growth 
in premium brands across the region ebita was 
affected by significant increases in raw material 
costs against this background our regional 
manufacturing project continued to deliver 
cost efficiencies
in north america ebita grew by 2 millercoors’ 
sales to wholesalers fell by 3 with sales to retailers 
down 2 as economic pressures continued to affect 
key consumer groups the tenth and blake crafts 
and imports division saw doubledigit growth the 
increase in ebita was mainly a result of revenue 
growth from pricing and favourable brand mix along 
with cost savings partly offset by higher raw material 
and distribution costs and investment in systems 
in africa lager volumes increased by 13 and 
soft drinks volumes by 11 on an organic basis 
ebita grew by 15 16 on an organic constant 
currency basis driven by volume growth 
pricing and mix benefits cost efficiencies and 
the raw material cost benefits of local agricultural 
programmes these were partly offset by higher 
sales and marketing investment inflationary 
pressures and currency weakness 
lager volumes in asia pacific increased by 4 on 
an organic basis with reported volumes significantly 
higher as a result of both the inclusion of foster’s 
since 16 december 2011 and acquisitions in china 
reported ebita grew by 247 mainly due to the 
addition of foster’s on an organic constant currency 
basis ebita grew by 30 with good growth in both 
china and india 
in south africa lager and soft drinks volumes 
both grew by 2 reported ebita was up by 9 
14 on a constant currency basis benefiting from 
favourable pricing and mix and with supply chain 
productivity offsetting the impact of higher raw 
material costs further reductions in operating costs 
enabled the business to fund higher marketfacing 
investments in support of its brands
continuing expansion
the year saw further progress in expanding 
our geographic footprint and brewing capacity 
consistent with our strategy of creating a balanced 
and attractive global spread of businesses 
the main advance was the acquisition of foster’s 
in australia with 11 breweries including cideries 
foster’s is a substantial business and our largest
ever acquisition by value 
the foster’s deal gives us a highly cashgenerative 
brewing business with a portfolio of iconic brands 
and a leading position in a stable and profitable 
beer market adding to its attractions are australia’s 
sound economic growth prospects and expanding 
population in addition the business provides 
opportunities for financial and operational 
improvement as we apply our global skills and the 
benefits of scale in areas such as procurement we 
have already identified aud180 million in operating 
profit synergies and a range of initiatives for boosting 
performance we welcome foster’s employees into 
the group and i thank them for their cooperation 
and hard work during the integration process
share price performance 
from 1 april 2009 to 24 may 2012 £ sterling
30
25
20
15
10
may 2012 apr 2009 oct 2009 apr 2010 oct 2010 oct 2011 apr 2011
international brewers index 534
ftse 100 353
sabmiller 1245
source factset and datastream as at 24 may 2012
note share prices are rebased to sabmiller the international brewers index charts the share price progression of an index 
of the companys closest peers in the global brewing industry – anheuserbusch inbev carlsberg heineken and molson 
coors relative to 1 april 2009 the index is weighted relative to the market capitalisation of the brewers as at 1 april 2009
8 sabmiller plc annual report 2012 us260m
investment in new 
capacity in africa
the year’s second major transaction was our 
strategic alliance with the turkish beer and soft 
drinks business anadolu efes under which we 
have transferred our russian and ukrainian beer 
businesses to anadolu efes in return for a 24 
stake in the enlarged anadolu efes group anadolu 
efes will now be the vehicle for both groups’ 
investments in turkey russia the commonwealth 
of independent states cis central asia and the 
middle east as well as leading the beer and soft 
drinks markets in turkey anadolu efes has strong 
positions in kazakhstan moldova and georgia 
all of which are developing fast in russia the 
combined business has a strong number two 
position and is benefiting from greater scale 
an attractive portfolio of brands and cost synergy 
opportunities amounting to at least us120 million 
the two partners will share best practice and 
anadolu efes will develop sabmiller’s international 
brands across the territory 
we have also developed our strategic alliance 
with castel in africa we are now responsible for the 
operational management of the nigerian businesses 
while castel has taken over the running of the 
angolan businesses
in china our cr snow joint venture continued 
its expansion with a number of bolton additions 
including the acquisition of the remaining interest 
in hangzhou xihu breweries from asahi breweries 
the moves further consolidate cr snow’s 
leading position 
along with widening our geographic footprint we 
have continued to invest in capacity in response  
to rising demand in africa we have already invested 
us1500 million in the continent over the last five 
years but such is africa’s rate of growth that 
demand continues to outstrip supply and we now 
need even more capacity we have consequently 
embarked on a us260 million programme to 
build a new brewery in uganda and add capacity 
in ghana zambia and tanzania the projects 
announced last year – the new brewery in nigeria 
and the major expansion in south sudan – are 
progressing well
in november 2011 we also announced a us295 
million capital investment programme to increase 
capacity and support future brewery expansion 
at our peruvian subsidiary 
as a result of this continued expansion we 
now have operations in over 75 countries on six 
continents with breweries in such farflung places 
as the gobi desert the high andes the banks of 
the nile and the tasman coast 
building a global leader
as one of the world’s largest and most respected 
brewers with strong positions in every region 
sabmiller has come a long way from its origins at 
the foot of africa on the eve of my retirement i am 
proud of the group’s achievements over the years 
looking back the trigger for our international 
growth was the recognition by the board of 
south african breweries as it was then that global 
consolidation was about to hit the worldwide beer 
business as it had done other consumer goods 
sectors such as food and soft drinks at this point  
in the late 1980s the beer industry largely consisted 
of local and regional businesses many still run by 
the founding families we saw an opportunity to 
lead the consolidation that we knew was coming 
and we took it
starting close to home in africa we began 
to acquire brewing assets – typically from 
governments wanting to privatise many had 
been neglected under public ownership so were 
relatively cheap to buy our strategy was then to 
establish market leadership and build local brands 
next we applied the rigorous operational disciplines 
learned in south africa to drive down costs 
achieve worldclass standards in our breweries 
and distribute our products more efficiently 
from a position of leadership we then sought 
to enhance the industry’s business practices 
market responsibly and initiate local social 
investment programmes 
 we’ve continued to expand our 
geographic footprint consistent 
with our strategy of creating a 
balanced and attractive global 
spread of businesses 
moving out from africa we began acquiring 
businesses in newly liberalised eastern europe 
and the vast emerging market of china as our 
growth continued we clearly needed access to 
further capital in 1999 therefore we took the 
major step of moving to london and listing on 
the london stock exchange further expansion 
followed in 2002 the addition of miller in the usa 
took us into the global beer industry’s biggest profit 
pool despite widespread scepticism that a brewer 
from south africa could succeed in the world’s 
most sophisticated consumer market we knew the 
move was necessary if sabmiller was to continue 
playing a decisive role in the industry’s 
consolidation and succeed we did 
kilimanjaro
origin tanzania
first brewed 1996
wwwkilitimetzcom
named after the iconic mountain and better known 
in its home market of tanzania as ‘kili’ this crisp mild 
easydrinking refreshing natural lager is light in colour 
with a slightly bitter taste 
sabmiller plc annual report 2012 9
overview business review governance financial statements shareholder information chairman’s statement continued
£790
return on £100 invested 
in sabmiller in 1999
 190
rolling annualised 
fiveyear total shareholder 
return since 1999
in the past decade we have added birra peroni in 
europe the bavaria group in latin america foster’s 
in australia and many other brewers and brands 
from the small and specialised to the panregional 
the decision to move out from south africa and 
to take on the world has succeeded beyond the 
expectations of those of us involved at the time
of course we cannot measure our success simply 
by the territory we cover as brewers we succeed 
by making beers that are the first choice of our 
consumers wherever they live and whatever 
their circumstances so as well as building our 
geographic portfolio and striving to be the best 
operationally we have had to develop our skills 
in creating marketing and nurturing great 
brands that add to our consumers’ enjoyment 
of life again we can claim to have succeeded 
 given that sabmiller’s success 
depends on flourishing local 
communities we aim to be a force 
for good in the societies in which 
we operate 
by running successful businesses we have also 
contributed to the social and economic wellbeing 
of the countries in which we operate we have 
always known that business and society are 
interdependent and that sabmiller’s growth 
depends on flourishing local communities so 
as well as creating jobs and paying taxes we have 
constantly sought to stimulate local enterprise and 
to work with governments ngos and others on 
issues of common concern such as water energy 
and food security we have also taken a lead in 
tackling the abuse of alcohol by small minorities 
of consumers in our various markets i’m proud 
to think that sabmiller has been a consistent force 
for good in its local communities 
our success in all these areas is reflected in 
the value we have created for our shareholders 
£100 invested in sabmiller in 1999 would have 
grown to £790 as at 31 march 2012 compared 
with just £200 if invested in our peer group median 
and just £144 if invested in the ftse 100 index 
over this period our rolling annualised fiveyear 
total shareholder return has been a remarkable 
190 compared with 19 for the ftse 100 index 
the group’s results both in the past year and 
longer term are testimony to the high calibre of 
our directors managers and employees they are 
undoubtedly among the best in the industry and 
i thank them all – along with our business partners 
– for the skills and dedication that have helped to 
establish such an enviable and sustained record 
an abiding lesson of my career is that beer is a 
personal business more than any other it’s about 
people friendship camaraderie and a sense of 
connection with fellow workers customers 
consumers and communities appropriately 
in an industry devoted to enjoyment my career 
at sabmiller has been tremendous fun and i’ve 
been privileged to work with a great many talented 
principled and remarkable people my current board 
colleagues among them while it would be invidious 
to single out individuals i must pay tribute to 
graham mackay who’s been instrumental in 
building the group we know today i leave 
with enormous gratitude for his friendship and 
support knowing that the business continues 
in excellent hands 
succession and board changes
my retirement will take effect at this year’s annual 
general meeting on 26 july 2012 at that point 
graham mackay will take over as executive 
chairman for an interim period of one year and 
alan clark currently managing director of sabmiller 
europe will become an executive director and 
chief operating officer at the end of the interim 
period the intention is that graham will become 
nonexecutive chairman and that alan will 
succeed him as chief executive 
we acknowledge the recommendation in the uk 
corporate governance code that a chief executive 
should not go on to be chairman of the same 
company and that the roles of chairman and chief 
executive should not be exercised by the same 
individual nevertheless after long deliberation  
we believe that these appointments are in the  
best interests of sabmiller and its shareholders 
in selecting my successor the board carefully 
considered the requirements of the job in the 
context of the group’s size and geographic spread 
we agreed that the new chairman must be able 
to provide stability and continuity must understand 
both the global brewing industry and the particular 
challenges of the emerging markets in which we 
operate must be familiar with our ways of working 
and able to enhance our corporate culture and 
operational performance and must be competent  
to oversee the completion of the business capability 
programme currently under way against these 
criteria the nomination committee concluded that 
graham mackay was the outstanding candidate 
10 sabmiller plc annual report 2012 this decision has the unanimous support of the 
directors and the strong backing of our two major 
shareholders and was made after discussions 
with major institutional investors graham is 
highly regarded in the industry and among our 
stakeholders and we firmly believe he’s the 
right person to lead the board and to represent 
sabmiller externally at the highest level
alan clark similarly is ideally qualified to succeed 
graham as chief executive and his appointment 
is unanimously supported by your directors his 
22 years with the group include positions as 
marketing director for the south african beer 
business and managing director of the group’s 
soft drinks operations in south africa in 2003 
he joined the group’s executive committee and 
was appointed managing director of sabmiller 
europe during his tenure he built this business 
into one of the group’s strongest and fastest
growing divisions recording successive years 
of doubledigit earnings growth between 2003 
and 2009 in the tough conditions of the last three 
years he has successfully protected the division’s 
profitability through cost management and 
operational improvements 
any individual stepping up from an operating role  
to the chief executive’s position in a global group 
will inevitably need time to absorb the complexities 
of the business this is particularly so in light of  
the group’s many external relationships and 
partnerships and the varied challenges it faces 
in different markets and regions around the world 
accordingly the board has decided that a staged 
handover of responsibilities will ensure appropriate 
continuity and best serve the interests of the group 
and its shareholders hence the oneyear interim 
period before the intended change of roles at the 
2013 annual general meeting 
 the senior management  
changes are consistent with the 
group’s longstanding policy of 
developing strong leaders within 
the business 
job specifications setting out the respective 
authorities and responsibilities of the executive 
chairman and chief operating officer have 
been agreed by the board and the directors are 
confident that graham and alan will continue to 
work effectively together during the transition 
and thereafter any risk of an overconcentration 
of decisionmaking powers in one person will be 
mitigated by the fact that john manser our senior 
independent nonexecutive director and chairman 
of the audit committee will in addition become 
deputy chairman of the board
alan’s successor as managing director of sabmiller 
europe will be sue clark who has been our director 
of corporate affairs and a member of the group 
executive committee since 2003 sue has a deep 
understanding of the group and its culture and 
the right mix of skills to take our european 
business forward
in december 2011 ari mervis was appointed 
managing director asia pacific and chief executive 
officer of foster’s with responsibility for integrating 
foster’s into the sabmiller group having been 
managing director of sabmiller asia since 2007  
ari continues his role as chairman of our chinese 
joint venture cr snow 
all these appointments are consistent with the 
group’s longstanding policy of developing strong 
leaders within the business having also appointed 
five new independent nonexecutive directors over 
the past four years we remain committed to our 
policy of progressively renewing the board and the 
independent directors in terms of age gender and 
balance of skills in line with that policy it is also  
the board’s intention now to begin the process 
of recruiting a new independent nonexecutive 
director with the expectation that in due course 
he or she could become the senior independent 
director in succession to mr manser
rob pieterse will retire after this year’s annual 
general meeting after four years as an independent 
nonexecutive director rob has been a diligent 
director and we are sorry to lose him – though we 
will still have the benefit of his wisdom in his capacity 
as chairman of the supervisory board of royal 
grolsch nv in the netherlands we are grateful for 
his contribution during his time at sabmiller and we 
wish him the very best for the future 
outlook
trading conditions are expected to be broadly 
unchanged with further growth in our developing 
markets but no more than modest improvements 
in consumer spending in some more developed 
economies we will continue to develop and 
differentiate our brand portfolios taking 
opportunities to improve sales mix and raise prices 
selectively unit input costs are expected to rise 
in midsingle digits in constant currency terms 
focus will be maintained on cost effectiveness 
including synergy delivery in australia and on 
expanding our globallymanaged procurement 
programmes while healthy cash generation will 
again be a priority targeted investments in 
production capacity marketing and sales capability 
and business systems will continue in order to drive 
mediumterm growth
meyer kahn
chairman
carlton dry
origin australia
first brewed 2007
wwwcarltondrycomau
carlton dry’s exceptional dry finish is achieved through a special 
brewing process removing sugars over an extended period of 
time this creates a remarkably smooth crisp finish with less 
carbohydrate than other fullstrength beers 
sabmiller plc annual report 2012 11
overview business review governance financial statements shareholder information growth and development trends in the global beer market 
were generally unchanged in 2011 emerging markets were 
still the principal source of volume growth while developed 
markets faced weak consumer demand as a result of 
difficult economic conditions and shifting consumer trends 
the better performing markets regardless of their 
stage of development continued to be those in which 
industry leaders used brand development innovation 
and partnerships to capture latent opportunities and 
stay ahead of changing consumer trends
the biggest beer market china accounted for 
43 of the world’s volume growth china’s top 
five brewers accounted for 63 of total industry 
volumes however beer pricing remains low in 
china and profit margins are thin consolidation of 
the fragmented chinese beer industry remains an 
important longterm trend and one that will lead 
eventually to greater industry profitability
china beer market growth hl 000s
china total industry volumes 200611
06 07 08 09 10
346365
386890
408943
437978
464124
487299
11
beer growth trends by volume 
forecast fiveyear compound annual growth rate 
cagr by region – 201216
africa
46
38
00
20
35
29
06 05
24
asia
australasia
eastern europe
latin america
middle east 
north africa
north america
global
western europe
source canadean
in contrast to china’s high growth in volumes 
but low profitability south america impressively 
saw growth in both volumes and profitability in 
the continent’s biggest market brazil beer sales 
were resilient in the face of softer consumer trends 
and the development of premium brands remains 
an opportunity – as it also does in argentina in 
peru and colombia where the premium segment 
is better established brewers continue to attract 
young adult consumers and to raise the image of 
the beer category as a whole a trend from informal 
spirits to beer was evident in peru which still offers 
sizeable growth opportunities for beer from adjacent 
categories latin america as a whole continues to 
offer excellent growth and profitability opportunities 
from an already strong and profitable base
 in australia we expect to see 
renewed focus on innovation and 
the development of mainstream 
premium and import brands 
in south africa brand development work among 
mainstream and premium brands solidified the 
leading brewer’s share in 2011 elsewhere in africa 
the ability to form effective partnerships continues 
to be an important component of growth for some 
companies and the opportunity to ‘formalise’ 
informal beverages is a major factor in markets 
where affordability is critical industry leaders 
sabmiller castel and the cocacola company 
remain aligned in their pursuit of the opportunities 
provided by beverage volume growth in these 
lowscale markets 
in the usa volumes declined 06 in 2011 as 
unemployment remained high particularly among 
young legal drinking age men newer craft beers 
and some imports continued to thrive at the upper 
end of the price spectrum at the expense of more 
sessionable and longerestablished light beer brands
australia has new opportunities following sabmiller’s 
acquisition of foster’s we expect to see renewed 
focus on innovation and the development of 
mainstream premium and import brands
european consumer trends remain challenging 
difficult longterm demographic trends a shift to 
home consumption in markets such as the uk and 
nearterm austerity measures all combine to limit 
growth mergers and acquisitions remain a factor in 
the czech republic while partnerships have played 
a role in markets such as russia where premium 
brands remain promising
capturing the opportunity in both developed and 
emerging markets requires three key skills – brand 
development innovation and the ability to forge 
successful partnerships in markets where joint 
ventures are necessary very few brewers excel 
at all three investors looking for longterm returns 
in the beer industry need to be able to distinguish 
those firms that are truly ahead of the field in these 
intangible elusive and sophisticated disciplines 
independent industry consultant
may 2012
global beer market trends
growing importance of brand development  
innovation and partnerships
12 sabmiller plc annual report 2012 coors light
the premium light frostbrewed coors  
light is the world’s most refreshing beer  
this year’s growth has been supported by  
the new ‘supercold’ indicator bar on the 
temperaturesensitive label along with innovative 
‘aluminium pint’ packaging coors light is now  
the number two brand in the usa 
sabmiller plc annual report 2012 13
overview business review governance financial statements shareholder information chief executive’s review
consistent strategy delivers growth
 we create value by being in the right markets having the 
right brand portfolios creating the right operating processes 
and building the right partnerships 
graham mackay chief executive
the group has delivered another strong 
performance driven this year by the successful 
development of our brands and brand portfolios 
better sales execution and rising consumer 
confidence in most of our developing markets 
it’s particularly pleasing to see the progress we’ve 
made in growing revenue and improving margins 
as these are two of our key drivers of value
group revenue grew by 11 as a result of higher 
beverage volumes selective price increases 
and rising sales of our premium brands ebita 
increased by 12 8 on an organic constant 
currency basis with the reported ebita margin 
rising 10 bps to 179
despite the challenges of the financial crisis our 
strategic direction has remained constant while 
it naturally evolves over time the strategy we’re 
pursuing continues to be relevant and has enabled 
us to succeed even in trying circumstances our 
four strategic priorities together with the measures 
we use to track progress and how we’ve performed 
this year are set out on pages 20 and 21 
to provide greater insight into how the business 
generates value for its shareholders and to meet 
the requirements of the uk corporate governance 
code this year’s annual report offers further detail 
on our business model page 15 details the key 
components of this model – being in the right 
markets having the right brand portfolio creating 
the right operating processes and building the 
right partnerships the past year has seen strong 
progress in each case 
being in the right markets 
in line with our first strategic priority we’ve 
continued to build a balanced and attractive global 
spread of businesses – one that combines generally 
profitable mature markets with highgrowth 
developing markets characterised by strong economic 
fundamentals and rising levels of disposable income
 we’re well represented in 
many of the world’s fastest 
growing countries 
at the mature end of the portfolio we have leading 
positions in some of the world’s most profitable 
developed markets for example through millercoors 
in the usa here the focus is on enhancing 
value and building profit margins by offering local 
premium and global brands and developing craft 
beers and other maltbased beverages
in emerging markets we’re well represented either 
directly or through partnerships and alliances in the 
world’s fastestgrowing countries including china 
india and many african markets we also have a 
strong presence in the developing regions of latin 
america and central and eastern europe in these 
markets our focus is on volume and value growth 
achieved by providing highquality aspirational brands 
at a range of prices to cater for all income levels 
at 76 the proportion of our group ebita coming 
from developing or emerging economies remains 
the highest in the brewing sector 
76
proportion of group 
ebita from developing 
or emerging economies
14 sabmiller plc annual report 2012 our business model
our strategic priorities
•	 creating a balanced and attractive global spread of businesses
•	 developing strong relevant brand portfolios that win in the local market
•	 constantly raising the profitability of local businesses sustainably
•	 leveraging our skills and global scale
how we create value
being in the right markets
our geographic portfolio of businesses combines both 
developed and emerging markets exposing us to a  
range of profitable and highgrowth countries having  
leading positions in both across the world is important  
in creating value
what this means in practice 
we operate in a range of markets with different 
characteristics
in mature markets – those generally characterised by 
aboveaverage profit pools – our focus is on enhancing  
value and improving margins
in emerging markets – with aboveaverage growth potential  
– we aim to deliver volume and value growth and to expand  
the beer category
having the right brand portfolio
we seek to build a portfolio of lager brands that meets the 
diverse needs of local consumers in each market in selected 
markets where value can be created we operate a fullbeverage 
portfolio including carbonated soft drinks water and non
alcoholic malt drinks
what this means in practice 
price ladders 
in each market we aim to offer consumers a range of beer 
brands with different attributes and tastes at price points from 
economy to premium – so capturing consumers as they move 
both up and down the price scale
market segmentation
on a marketbymarket basis we identify different consumer 
needs and drinking occasions and define our products both 
alcoholic and nonalcoholic accordingly
 
longterm sustainable value creation
 
building the right partnerships
we recognise that our success is dependent upon a broad 
number of partnerships in each of our partnerships we seek 
valuecreating opportunities which benefit both parties 
our approach enables us to optimise all aspects of our value 
chain from local and global suppliers to mom and pop stores 
key account customers and distributors it has also facilitated 
our global expansion and we have a number of associations 
and successful joint ventures with industry partners
what this means in practice
successful partnerships 
we have mutually beneficial and in some cases long
standing relationships typified by a high degree of trust 
and respect 
for example we have well established partnerships with 
our suppliers where possible and cost effective we choose 
to source our brewing raw materials – barley sorghum and 
more recently cassava – from local suppliers and we work 
with farming communities to stimulate local economic growth 
and boost local jobs and incomes
creating the right operating processes 
we believe that the focus for management in each market 
should be their local commercial priorities our culture  
and operating processes encourage shared learning within 
and across the businesses they also ensure continuous 
improvement in performance through the measurement  
and application of sabmiller best practice
what this means in practice 
local accountability 
we believe that accountability is clear and personal 
full accountability for the commercial aspects of the business 
resides with local management teams in each market
sharing best practice 
the sabmiller ways are procedures and protocols designed 
to codify and transfer best practice across the business 
they cover all aspects of our operations from marketing 
and manufacturing to finance and corporate affairs 
progress in the areas covered by the ways is measured 
by key performance indicators kpis to ensure 
continuous improvement
pilsner urquell
origin czech republic
first brewed 1842
wwwpilsnerurquellcom
the world’s first pilsner from the czech city of pilsen pilsner 
urquell has a distinctive bitterness and fullbodied taste that 
delight discerning beer drinkers around the world the name 
means ‘pilsner from the original source’
sabmiller plc annual report 2012 15
overview business review governance financial statements shareholder information of course not all countries categorise neatly 
as mature or developing australia is normally 
considered a developed market but has economic 
and demographic growth more akin to a developing 
market this fact was one of the main attractions 
when it came to acquiring the foster’s business 
in december 2011
the foster’s acquisition has been a significant 
transaction for the group one of our first actions 
after taking ownership was to integrate our existing 
australian business pacific beverages into cub 
carlton and united breweries the australian 
beverage business of foster’s and a key focus in 
the coming year will be the integration of cub into 
sabmiller we’ve completed our detailed integration 
plans and have identified a range of opportunities 
to increase cub’s revenues and reduce its costs 
these include better management of channels 
and key accounts and a stronger focus on cub’s 
core brands with sharper more distinctive brand 
positionings the application of sabmiller’s best 
operating practices and the benefits of the group’s 
global scale in procurement and other areas are 
expected to save aud180 million per year by 
year four
 i’m confident that the foster’s 
acquisition will add significant 
value to the group 
while current trading may be more challenging 
than we anticipated and some of the negative and 
longstanding trends affecting the australian beer 
category in general will not be reversed overnight 
everything we’ve seen so far confirms our original 
assessment of the foster’s opportunity there is a 
lot of hard work ahead but i’m confident that the 
acquisition will add significant value to the group 
having the right brand portfolio
creating the right brand portfolio relates to our 
second strategic priority which is to win in the local 
market by offering attractive portfolios tailored to 
local needs and preferences within each market 
we aim to address a growing range of consumer 
segments and drinking occasions while catering 
for different levels of disposable income – offering 
consumers a price ladder from affordable to 
premium and seeking to capture or retain their 
loyalty as they move either up or down 
in each country the core of the portfolio and the 
main contributors to volume are the mainstream 
brands priorities here are to sharpen the 
differentiation between our various offerings and 
continually to refresh and polish our brands to 
keep them relevant and appealing recent years 
have seen major successes around the world 
millercoors in the usa has shown how continued 
innovation can convincingly reinforce a brand’s 
existing claims and keep it fresh and interesting for 
consumers in the case of coors light the challenge 
was to consolidate the brand’s ownership of the 
‘cold refreshment’ concept and strengthen its 
emotional as well as its functional appeal innovations 
included a more sophisticated temperaturesensitive 
label combined with new packaging and advertising 
coors light has responded by becoming the number 
two brand in the usa and is on track for a seventh 
consecutive year of growth in both volume and 
share miller lite is set to benefit from a new 
positioning packaging innovations such as a 
punchtop ‘tasteflow’ can and new advertising 
that includes digital programmes on facebook 
twitter google and youtube 
sab in south africa has also been putting energy 
and resources into its mainstream brands when 
the fifa world cup came to the country in 2010 
the business used the opportunities presented by 
the tournament to rejuvenate its 115yearold castle 
brand with castle lager sponsoring the national 
football team sab created a campaign to rally the 
nation and position the brand as representing the 
best of south africa this activity and the more 
recent campaign ‘it all comes together with a 
castle’ have pushed the brand’s growth rate 
into doubledigits 
when the poker brand in colombia needed 
refreshing the key was not to lose the trust of 
the brand’s lowincome and relatively traditional 
consumers by changing too much at once so 
the programme began with clear messages that 
the product would remain the trusted friend that 
consumers had known since 1929 as bottles and 
labels were updated the ‘friendship’ message 
was reinforced previously a regional brand poker 
is now a leader across colombia and one of the 
most profitable brands in bavaria’s portfolio 
in china our cr snow joint venture has succeeded 
in creating the country’s first national beer brand 
by concentrating resources behind a single name 
from small beginnings it decided 10 years ago to 
make its snow brand the country’s number one 
brand by volume by 2006 and to achieve national 
scale by 2011 in a market ripe for consolidation 
it began building local strongholds into regional 
areas of leadership it also developed brand variants 
to address specific occasions and price points 
and emphasised snow’s cultural associations to 
reinforce its national status in 2011 sales volumes 
by cr snow passed 100 million hectolitres today 
snow is the biggest brand by volume not just in 
china but in the world
 100m hl
2011 sales volumes  
by cr snow in china
chief executive’s review continued  
16 sabmiller plc annual report 2012 the trend towards premium brands continues 
driven in part by urbanisation and the rise of the 
middle class in developing markets international 
premium brands account for 75 of the global 
beer market while local premiums make up 114 
sabmiller is active in both segments and is seeing 
good results revenue growth in premium brands 
is one of our key performance indicators against 
strategic priority two see page 20 and this year 
has seen growth of 14 
our international premium portfolio comprises 
peroni nastro azzurro miller genuine draft pilsner 
urquell and grolsch thanks to their provenance 
fame and brand equity these brands command 
prices at the top of the ladder in most of their 
markets around the world 
unlike the mass marketing appropriate to 
mainstream brands international premiums require 
slow deliberate ‘seeding’ in each new market to 
maintain their exclusivity following the 2008 launch 
of grolsch in south africa for example sab has 
been recruiting small numbers of social opinion 
leaders exposing them to the grolsch experience 
and equipping them to become wordofmouth 
advocates among their peers feedback from the 
programme indicates a growing affinity for grolsch 
among target consumers and the brand’s share 
in premium bars and restaurants has been rising 
in slovakia the challenge has been to revive an 
international premium – in this case pilsner urquell 
– in response to a steep decline in the slovak beer 
market and a competitor piggybacking on pilsner 
urquell’s brand heritage the work has involved 
positioning the brand as the ‘best of the best’ 
strengthening its association with special occasions 
and offering a better experience to discerning 
consumers by delivering fresh unpasteurised 
pilsner urquell direct from the brewery to opinion
leading pubs two years on the brand’s market 
share has made significant progress
the local premium segment – ‘the premium beer 
from here’ – trades on local provenance and pride 
and widens the choice for consumers looking for 
affordable luxury it offers attractive margins and 
growth and is a segment in which sabmiller has 
particular strengths again we can point to a run 
of successes 
our lesotho business maluti mountain brewery 
recently reinvigorated its maluti premium lager to 
counter new premium competition arriving from 
south africa trading on the brand’s local heritage 
the business developed a ‘pride in origins’ positioning 
along with new packaging and a national promotion 
celebrating lesotho’s bestknown locations having 
outstripped all volume forecasts the product now 
has a premium market share of over 70 and is one 
of the most profitable brands in the brewery’s portfolio
tanzania breweries ltd also took action in the local 
premium segment when the merger of two rivals 
created a powerful new competitor in a two
pronged response it revitalised its existing mainly 
mainstream brands and expanded its premium 
offering with the introduction of castle lite so 
meeting the need for a lowercalorie beer and 
capturing new drinking occasions 
local premium brands continue to stimulate 
innovation in latin america for instance seasonal 
offerings such as the negra dorada and roja 
variations of club colombia and seasonal derivatives 
of cusqueña in peru have underpinned doubledigit 
volume growth in the premium segment
another important trend is the growing interest 
in craft beers from consumers who value the 
distinctive heritage and character that these brands 
offer capitalising on the trend we recently reached 
agreement with the van steenberge brewery in 
belgium to distribute its st stefanus brand around 
the world named after the monastery to which the 
brewery is linked st stefanus is our first ‘abbey’ beer 
and an attractive offering for beer connoisseurs 
in the usa millercoors’ crafts and imports division 
tenth and blake continues to go from strength to 
strength delivering doubledigit growth this year 
a key factor has been the popularity of seasonal 
variants of blue moon and leinenkugel’s 
particularly the very successful leinenkugel’s 
summer shandy to expand its portfolio tenth 
and blake has acquired the crispin cider company 
capitalising on the fact that cider is now the fastest 
growing category in the us beer industry
at the base of the price ladder we’re developing 
a new generation of affordable brands to cater 
for the aspirations of lowincome consumers in 
emerging markets these are typically made from 
locally grown raw materials and offer a safe quality 
alternative to informal and illicit beers and spirits
in 2011 our business in mozambique launched 
impala the firstever commercial beer made 
from cassava although cassava is widely grown 
in mozambique the challenge of transporting the 
crop and the fact that it deteriorates rapidly after 
harvesting make it difficult for subsistence farmers 
to benefit from any surplus this problem has now 
been solved by the use of a mobile unit which 
travels to the cassava growing regions and 
processes the root on the farm ready for the 
brewing process as a result some 1500 
smallholders will now have a market for their crop 
with the government recognising the economic 
benefits and reducing the excise on impala more 
lowincome consumers will be able to make the 
transition from home brews to commercial beer
poker
origin colombia
first brewed 1929
wwwcervezapokercom
poker is a traditionally brewed lager beer with a smooth 
taste that has a touch of sweetness making it the perfect 
brew to share during great moments with friends 
poker is a leading brand in colombia
sabmiller plc annual report 2012 17
overview business review governance financial statements shareholder information if the key to affordability in africa is locallysourced 
ingredients our businesses in latin america are 
achieving the same ends and capturing more 
drinking occasions by launching differentsized 
packaging in some cases they’ve introduced 
smaller units the 225 ml bottles for águilita and 
pilsener for example can sell at a lower price and 
also be drunk before the beer loses its chill in other 
cases the solution is larger packaging for poker 
águila and águila light the rollout of 750 ml 
bottles designed for sharing is attracting colombian 
consumers looking for affordability both in bars and 
restaurants and when drinking at home 
although we are first and foremost a beer business 
we have opportunities to expand into adjacent 
categories such as malt and other nonalcoholic 
drinks our water and malt drink businesses in 
africa continue to grow and we recently launched 
two new malt drinks maltizz in colombia and 
actimalta in honduras and el salvador
creating the right operating processes
our geographic footprint and strong brands will 
only benefit the business if we have the systems 
and skills to extract value from them in creating 
the right operating process we’re guided by our 
belief that beer is an inherently local product 
and that sabmiller’s success depends on local 
management being able to pursue their own 
commercial priorities 
 it’s important to remove non
commercial activities from each 
business so that local managers 
can focus on their customers 
consumers and communities 
we constantly seek to improve our local sales 
execution and levels of customer service 
the operations review on pages 25 to 35 gives 
examples of our progress in these areas across 
the business during the year
as competition intensifies and regulatory and other 
pressures increase winning in the local market is 
becoming more complex it’s therefore important to 
remove noncommercial activities from each business 
so that local managers can focus without distraction 
on their customers consumers and communities 
to this end we’re implementing a comprehensive 
business capability programme – not just to ease 
the load on local teams but also to boost efficiency 
raise standards capitalise on our scale and create 
a more connected organisation
the past year has seen continued progress 
our global procurement organisation trinity has 
contributed significant savings and we’re extending 
its remit to cover more of our purchasing than 
simply brewing materials further benefits have 
come from regional programmes such as the 
consolidation of our manufacturing and supply 
chain in europe and the introduction of new sales 
and distribution systems in latin america
our global is project has developed further during 
the year the latest stage covering back middle 
and frontoffice processes was deployed in its first 
market ecuador in november 2011 and the next 
full deployment will be in poland
net operating benefits from our business 
capability programme once again exceeded our 
expectations reaching us159 million for the year 
as a consequence we’ve raised our 2014 target 
for net operating benefits to us450 million per 
year by the end of that year further details of the 
benefits and the investment we’re making to 
deliver them are set out in the chief financial 
officer’s review on pages 37 to 44
we’ve been further capitalising on our scale 
with programmes designed to codify share and 
enhance our business capabilities in recent years 
we’ve been working on a series of eight sabmiller 
ways – procedures and protocols for transferring 
best practice across the business and covering 
all aspects of our operations from marketing and 
manufacturing to finance and corporate affairs 
we now have ongoing programmes to build specific 
skills in line with the ways with particular emphasis 
this year on commercial and marketing capabilities at 
the local level to ensure continuous improvement 
we’ve introduced key performance indicators to 
measure our progress in the main areas covered by 
the ways and results are reviewed every quarter
building the right partnerships
more than most other industries the beer business is 
about being rooted in the community and connected 
to a wide variety of partners and stakeholders 
partnerships are crucial to our success we devote 
great care and effort to building alliances throughout 
our value chain and believe that sabmiller is unusual 
in the industry in its partnership skills 
at industry partner level we have successful and 
longstanding alliances with businesses such as 
castel in africa cre in china and molson coors 
in the usa all characterised by mutual respect 
and a willingness to work together for mutual value 
this year we’ve joined forces with anadolu efes and 
have further strengthened our alliance with castel
other partnerships are aimed at achieving 
‘inclusive growth’ in local communities by this we 
mean building value chains that stimulate economic 
development and cultivate the entrepreneurial skills 
of local partners so that they can contribute to our 
business and we can help them develop theirs
an example of this approach is our farming better 
futures programme under which we’re seeking 
to increase the local sourcing of agricultural raw 
materials in africa india and latin america three 
years ago all the barley we used in zambia had 
to be imported today zambia is growing enough 
barley not only to meet its own needs but also to 
become a net exporter and the new barley industry 
has created employment for over 4000 rural 
workers in africa as a whole we’re committed 
to increasing the local sourcing of raw materials to 
us450m
2014 target net operating 
benefits from our business 
capability programme
chief executive’s review continued
18 sabmiller plc annual report 2012 50 in the next two years – a move that will raise 
the number of farming jobs directly supported by 
our operations from 100000 to an estimated 
150000 in india we aim to source all our barley 
locally within the next five years 
building local supply chains in this way requires 
close collaboration with farmers and others and 
helps to create jobs and prosperity for local 
communities for every person we employ in 
uganda for instance we generate over 200 jobs 
in the supply chain and the broader economy 
 we devote great care and  
effort to building alliances and 
partnerships throughout our  
value chain 
downstream from our breweries we seek value
enhancing partnerships across the spectrum from 
large sophisticated supermarket chains and major 
distributors to neighbourhood stores bar and 
tavern proprietors and ownerdrivers in many 
markets such alliances help further in stimulating 
enterprise and boosting employment we also 
contribute through corporate social investment 
which this year totalled us34 million a significant 
portion of which is focused on supporting local 
entrepreneurs particularly in colombia and 
south africa 
recognising that our business is not separate from 
society but embedded within it we play our part in 
tackling shared challenges such as water energy 
and food security our first responsibility is to run 
our own operations as resourceefficiently as 
possible and here again we’re making progress 
in the past year our water consumption per 
hectolitre of lager produced was 40 hectolitres 
a 5 reduction on the previous 12 months over 
the same period our fossil fuel emissions totalled 
124 kgco
2
e per hectolitre of lager produced 
a yearonyear drop of 10 
looking beyond our own operations we know 
we can only find longterm solutions to issues such 
as water scarcity in partnership with governments 
ngos civil society and others a case in point is 
our global water futures partnership with wwf 
and the german development agency giz 
now engaged in watershed protection schemes 
around the world other partnerships – including 
programmes with police forces and public health 
bodies – are making us more effective in addressing 
alcohol abuse 
in summary the year has seen solid progress with 
the key components of our business model – being 
in the right markets having the right brand portfolio 
creating the right operating processes and building 
the right partnerships our work in these four areas 
has continued to generate longterm value for our 
shareholders 
 
addressing risks
we recognise that running a global business 
presents complex risks our aim is to maximise 
the opportunities and minimise the threats that any 
given risk presents so as to generate the greatest 
return for our shareholders to this end we have a 
welldeveloped riskmanagement process detailed 
on pages 65 to 67 for identifying monitoring and 
managing the principal risks we face these are 
listed on pages 22 and 23
the latest annual review of our principal risks has 
resulted in two changes to the list the economic 
environment is no longer presented as a separate risk 
as we feel that the challenges of the global economy 
since the global financial crisis of 2008 have become 
a normal part of operating a global business and 
should be met through our strategic planning and 
business processes we have also removed ‘volatility 
in the price of raw materials’ from our list of principal 
risks as this is now the focus of the trinity 
procurement organisation
looking ahead
while it’s difficult to predict the impact of the 
uncertain economic environment on consumer 
sentiment the beer sector has in the past proved 
itself resilient in difficult times
our underlying financial position remains strong 
as does our mediumterm outlook for growth in 
volume revenue and profitability as i said last 
year i believe we have the skills resources and 
capabilities to continue generating value for our 
shareholders and other stakeholders 
graham mackay
chief executive
castle milk stout
origin south africa
first brewed 1935
wwwsabcoza
castle milk stout is brewed as a lager unlike most stout 
the ’milk‘ refers to lactose sugars added during the brewing 
process it has a thick texture strong flavour and full 
satisfying taste with a hint of caramel roasted dark malt 
provides its distinctive colouring and the creamysmooth 
head comes from special yeast 
sabmiller plc annual report 2012 19
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 19 four strategic priorities
guiding our progress driving our growth 
our four strategic priorities define how sabmiller will achieve its 
overall financial goal while they naturally evolve and their relative 
importance changes in line with market conditions these priorities 
continue to guide our short medium and longterm growth 
financial goal
what we measure why we measure how we have performed
2012 2011 2010 
to deliver a higher return to 
our shareholders than our peer 
group over the longer term
total shareholder return in excess 
of the median of our peer group over  
threeyear periods
monitor the value created for our 
shareholders over the longer term 
relative to alternative investments  
in the drinks industry 
89 73 52
growth in adjusted earnings per share determine the improvement in 
underlying earnings per share for 
our shareholders
12 19 17
free cash flow track cash generated to pay down 
debt return to our shareholders 
and invest in acquisitions
us3048m us2488m us2028m
strategic priority
what we measure why we measure how we have performed
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 developing and 
developed markets through greenfield entries alliances mergers and acquisitions 
the proportion of our total lager volume  
from markets in which we have no1 or 
no2 national market share positions
gain an overall picture of the relative 
strength of our market positions 
93 94 94
the proportion of group ebita from 
developing and emerging economies
assess the balance of our earnings 
exposure between regions of the 
world economy with highest growth 
potential and more mature regions
76 79 78
developing strong relevant 
brand portfolios that win  
in the local market
we seek to develop attractive brand portfolios that meet consumers’ needs in each of 
our markets this includes expanding our offerings to address new consumer segments 
and drinking occasions strengthening our mainstream brands building a differentiated 
portfolio of global and local premium brands and channelling the right brands to the 
right outlets at the right time and price
organic growth in lager volumes track underlying growth of our 
core business
3 2 0
group revenue growth  
organic constant currency
assess the underlying rate of growth 
in sales value of our brand portfolios
7 5 4
revenue growth in premium brands 
constant currency
monitor progress in building our portfolio 
of global and local premium brands
14 7 7
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
ebita growth  
organic constant currency
track our underlying operational 
profit growth
8 12 6
ebita margin monitor our underlying operational 
profitability
179 178 166
hectolitres of water used at our breweries 
per hectolitre of lager produced 
gauge our progress in reducing the 
amount of water used in our breweries
40 hlhl 42 hlhl 43 hlhl
fossil fuel emissions from energy 
use at our breweries per hectolitre 
of lager produced 
assess progress towards reducing 
fossil fuel emissions at our breweries
124 kg
co
2
ehl
138 kg
co
2
ehl
142 kg 
co
2
ehl
leveraging our skills  
and global scale
our global spread presents increasing opportunities to gain value from the scale and skills 
of the group not least by leveraging our scale and expertise in procurement standardising 
our backoffice functions and integrating our frontoffice systems we are also benefiting 
from ongoing collaboration and the sharing of skills between our businesses
cumulative financial benefits from 
our business capability programme
track the payback from our investment in 
the group business capability programme
us890m us620m us350m
20 sabmiller plc annual report 2012 key performance indicators
measuring our progress
the key performance indicators kpis outlined 
below are used to monitor progress against our 
overall financial goal and our four strategic priorities
further detail is contained in the chief executive’s review the chief financial 
officer’s review and the sustainable development review detailed definitions 
are on page 181
financial goal
what we measure why we measure how we have performed
2012 2011 2010 
to deliver a higher return to 
our shareholders than our peer 
group over the longer term
total shareholder return in excess 
of the median of our peer group over  
threeyear periods
monitor the value created for our 
shareholders over the longer term 
relative to alternative investments  
in the drinks industry 
89 73 52
growth in adjusted earnings per share determine the improvement in 
underlying earnings per share for 
our shareholders
12 19 17
free cash flow track cash generated to pay down 
debt return to our shareholders 
and invest in acquisitions
us3048m us2488m us2028m
strategic priority
what we measure why we measure how we have performed
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 developing and 
developed markets through greenfield entries alliances mergers and acquisitions 
the proportion of our total lager volume  
from markets in which we have no1 or 
no2 national market share positions
gain an overall picture of the relative 
strength of our market positions 
93 94 94
the proportion of group ebita from 
developing and emerging economies
assess the balance of our earnings 
exposure between regions of the 
world economy with highest growth 
potential and more mature regions
76 79 78
developing strong relevant 
brand portfolios that win  
in the local market
we seek to develop attractive brand portfolios that meet consumers’ needs in each of 
our markets this includes expanding our offerings to address new consumer segments 
and drinking occasions strengthening our mainstream brands building a differentiated 
portfolio of global and local premium brands and channelling the right brands to the 
right outlets at the right time and price
organic growth in lager volumes track underlying growth of our 
core business
3 2 0
group revenue growth  
organic constant currency
assess the underlying rate of growth 
in sales value of our brand portfolios
7 5 4
revenue growth in premium brands 
constant currency
monitor progress in building our portfolio 
of global and local premium brands
14 7 7
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
ebita growth  
organic constant currency
track our underlying operational 
profit growth
8 12 6
ebita margin monitor our underlying operational 
profitability
179 178 166
hectolitres of water used at our breweries 
per hectolitre of lager produced 
gauge our progress in reducing the 
amount of water used in our breweries
40 hlhl 42 hlhl 43 hlhl
fossil fuel emissions from energy 
use at our breweries per hectolitre 
of lager produced 
assess progress towards reducing 
fossil fuel emissions at our breweries
124 kg
co
2
ehl
138 kg
co
2
ehl
142 kg 
co
2
ehl
leveraging our skills  
and global scale
our global spread presents increasing opportunities to gain value from the scale and skills 
of the group not least by leveraging our scale and expertise in procurement standardising 
our backoffice functions and integrating our frontoffice systems we are also benefiting 
from ongoing collaboration and the sharing of skills between our businesses
cumulative financial benefits from 
our business capability programme
track the payback from our investment in 
the group business capability programme
us890m us620m us350m
leinenkugel’s summer shandy
origin usa
first brewed 2007
wwwleiniecom
brewed with an adventurous blend of select malted wheat 
and barley lemonade flavour and a hint of wisconsin honey 
leinenkugel’s summer shandy has delivered summertime 
refreshment to us beer drinkers since 2007 
sabmiller plc annual report 2012 21
overview business review governance financial statements shareholder information principal risks 
monitoring and managing the risks we face
the principal risks facing the group and considered by the board are 
detailed below the group’s comprehensive risk management process 
is described in the corporate governance section while financial risks 
are discussed in the chief financial officer’s review and in note 23 to 
the consolidated financial statements 
principal risk
context specific risks we face possible impact mitigation associated strategic priorities
industry consolidation
the global brewing and beverages industry is 
expected to continue to consolidate there will 
continue to be opportunities to enter attractive 
growth markets to realise synergy benefits from 
integration and to leverage our global scale
•	 failing to participate in valueadding transactions 
•	 paying too much to acquire a business 
•	 not implementing integration plans successfully
lower growth rate profitability 
and financial returns
•	 potential transactions are subject to rigorous analysis 
only opportunities with potential to create value are pursued
•	 proven integration processes procedures and practices 
are applied to ensure delivery of expected returns
•	 activities to deliver synergies and leverage scale are in 
place monitored closely and continuously enhanced
•	 develop nontraditional capabilities to enter and grow 
profitably in new markets
•	 creating a balanced and attractive 
global spread of businesses
•	 constantly raising the profitability 
of local businesses sustainably
change in consumer 
preferences 
consumer tastes and behaviours are constantly 
evolving and at an increasingly rapid rate 
competition in the beverage industry is 
expanding and becoming more fragmented 
complex and sophisticated
•	 failing to ensure the strength and relevance 
of our brands with consumers and customers
•	 failing to respond in an adequate and timely 
manner to rapidly changing consumer 
preferences and behaviours 
•	 failing to continue to improve our commercial 
capabilities to deliver brand propositions that 
meet consumer shopper and customer needs
market positions come under 
pressure lower topline growth 
rates and profitability
•	 ongoing evaluation of our brand portfolios in every market to ensure 
that they target current and future opportunities for profitable growth
•	 building our brand equities through innovation and compelling 
marketing programmes
•	 ensuring we have deep understanding of changing consumer 
and industry dynamics in key markets enabling us to respond 
appropriately to issues which may impact our business performance
•	 continued enhancement of the sabmiller marketing way which sets 
out the bestpractice approach for our commercial processes
•	 focus on monitoring and benchmarking commercial performance 
and developing the critical commercial capabilities that are required 
in order to win in local markets
•	 developing strong relevant 
brand portfolios that win in 
the local market
•	 constantly raising the profitability 
of local businesses sustainably
•	 leveraging our skills and 
global scale
management 
capability
we believe that our people are our 
enduring advantage and therefore it is 
essential that we develop and maintain 
global management capability
•	 failing to identify develop and retain a sufficient 
pipeline of talented managers for the present 
and future needs of the group
lower longterm 
profitable growth
•	 further develop our leadership talent pipeline through our 
global talent management model and strategic people resourcing 
•	 sustaining a strong culture of accountability empowerment 
and personal development
•	 standardisation of key processes and best practices across 
the group through the rollout of the sabmiller ways
•	 recognising strong performance through appropriate reward 
structures
•	 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
regulatory  
changes
with increasing and highprofile debate over 
alcohol consumption in many markets the 
alcohol industry is coming under increasing 
pressure from national and international 
regulators ngos and tax authorities
•	 regulation places increasing restrictions 
on the availability and marketing of beer
•	 tax and excise changes cause pressure 
on pricing
lower growth profitability 
and contribution to local 
communities in some 
countries
•	 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 local governments and ngos
•	 creating a balanced and 
attractive global spread 
of businesses
•	 developing strong relevant brand 
portfolios that win in the local 
market
•	 constantly raising the profitability 
of local businesses sustainably
acquisition  
of foster’s 
following the foster’s acquisition we have 
committed to delivering an integration plan with 
value creation defined by specific communicated 
mediumterm targets synergies and cost savings 
from the foster’s business
•	 failing to deliver integration objectives and 
commercial and operational excellence targets 
communicated as part of the integration plan
•	 failing to achieve the synergy and cost saving 
commitments of the transaction
lower growth rates and 
profitability damage to 
our reputation for strong 
commercial capability and 
for making valuecreating 
acquisitions
•	 embedding of the sabmiller ways processes  
systems and tools throughout the foster’s business
•	 ongoing monitoring of progress versus the integration plan including 
frequent and regular tracking of key performance indicators
•	 creating a balanced and 
attractive global spread 
of businesses
•	 developing strong relevant brand 
portfolios that win in the local 
market
•	 constantly raising the profitability 
of local businesses sustainably
•	 leveraging our skills and 
global scale
delivering business 
transformation
the group continues to execute a major business 
capability programme that will simplify processes 
reduce costs and allow local management teams 
to focus more closely on their markets
•	 failing to derive the expected benefits 
from the projects currently under way
•	 failing to contain programme costs or ensure 
execution is in line with planned timelines 
increased programme costs 
delays in benefit realisation 
business disruption
•	 senior leadership closely involved in monitoring progress  
and in making key decisions
•	 mechanisms in place to track both costs and benefits
•	 rigorous programme management and governance processes 
with dedicated resources and clear accountability
•	 constantly raising the profitability 
of local businesses sustainably
•	 leveraging our skills and 
global scale
22 sabmiller plc annual report 2012 principal risk
context specific risks we face possible impact mitigation associated strategic priorities
industry consolidation
the global brewing and beverages industry is 
expected to continue to consolidate there will 
continue to be opportunities to enter attractive 
growth markets to realise synergy benefits from 
integration and to leverage our global scale
•	 failing to participate in valueadding transactions 
•	 paying too much to acquire a business 
•	 not implementing integration plans successfully
lower growth rate profitability 
and financial returns
•	 potential transactions are subject to rigorous analysis 
only opportunities with potential to create value are pursued
•	 proven integration processes procedures and practices 
are applied to ensure delivery of expected returns
•	 activities to deliver synergies and leverage scale are in 
place monitored closely and continuously enhanced
•	 develop nontraditional capabilities to enter and grow 
profitably in new markets
•	 creating a balanced and attractive 
global spread of businesses
•	 constantly raising the profitability 
of local businesses sustainably
change in consumer 
preferences 
consumer tastes and behaviours are constantly 
evolving and at an increasingly rapid rate 
competition in the beverage industry is 
expanding and becoming more fragmented 
complex and sophisticated
•	 failing to ensure the strength and relevance 
of our brands with consumers and customers
•	 failing to respond in an adequate and timely 
manner to rapidly changing consumer 
preferences and behaviours 
•	 failing to continue to improve our commercial 
capabilities to deliver brand propositions that 
meet consumer shopper and customer needs
market positions come under 
pressure lower topline growth 
rates and profitability
•	 ongoing evaluation of our brand portfolios in every market to ensure 
that they target current and future opportunities for profitable growth
•	 building our brand equities through innovation and compelling 
marketing programmes
•	 ensuring we have deep understanding of changing consumer 
and industry dynamics in key markets enabling us to respond 
appropriately to issues which may impact our business performance
•	 continued enhancement of the sabmiller marketing way which sets 
out the bestpractice approach for our commercial processes
•	 focus on monitoring and benchmarking commercial performance 
and developing the critical commercial capabilities that are required 
in order to win in local markets
•	 developing strong relevant 
brand portfolios that win in 
the local market
•	 constantly raising the profitability 
of local businesses sustainably
•	 leveraging our skills and 
global scale
management 
capability
we believe that our people are our 
enduring advantage and therefore it is 
essential that we develop and maintain 
global management capability
•	 failing to identify develop and retain a sufficient 
pipeline of talented managers for the present 
and future needs of the group
lower longterm 
profitable growth
•	 further develop our leadership talent pipeline through our 
global talent management model and strategic people resourcing 
•	 sustaining a strong culture of accountability empowerment 
and personal development
•	 standardisation of key processes and best practices across 
the group through the rollout of the sabmiller ways
•	 recognising strong performance through appropriate reward 
structures
•	 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
regulatory  
changes
with increasing and highprofile debate over 
alcohol consumption in many markets the 
alcohol industry is coming under increasing 
pressure from national and international 
regulators ngos and tax authorities
•	 regulation places increasing restrictions 
on the availability and marketing of beer
•	 tax and excise changes cause pressure 
on pricing
lower growth profitability 
and contribution to local 
communities in some 
countries
•	 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 local governments and ngos
•	 creating a balanced and 
attractive global spread 
of businesses
•	 developing strong relevant brand 
portfolios that win in the local 
market
•	 constantly raising the profitability 
of local businesses sustainably
acquisition  
of foster’s 
following the foster’s acquisition we have 
committed to delivering an integration plan with 
value creation defined by specific communicated 
mediumterm targets synergies and cost savings 
from the foster’s business
•	 failing to deliver integration objectives and 
commercial and operational excellence targets 
communicated as part of the integration plan
•	 failing to achieve the synergy and cost saving 
commitments of the transaction
lower growth rates and 
profitability damage to 
our reputation for strong 
commercial capability and 
for making valuecreating 
acquisitions
•	 embedding of the sabmiller ways processes  
systems and tools throughout the foster’s business
•	 ongoing monitoring of progress versus the integration plan including 
frequent and regular tracking of key performance indicators
•	 creating a balanced and 
attractive global spread 
of businesses
•	 developing strong relevant brand 
portfolios that win in the local 
market
•	 constantly raising the profitability 
of local businesses sustainably
•	 leveraging our skills and 
global scale
delivering business 
transformation
the group continues to execute a major business 
capability programme that will simplify processes 
reduce costs and allow local management teams 
to focus more closely on their markets
•	 failing to derive the expected benefits 
from the projects currently under way
•	 failing to contain programme costs or ensure 
execution is in line with planned timelines 
increased programme costs 
delays in benefit realisation 
business disruption
•	 senior leadership closely involved in monitoring progress  
and in making key decisions
•	 mechanisms in place to track both costs and benefits
•	 rigorous programme management and governance processes 
with dedicated resources and clear accountability
•	 constantly raising the profitability 
of local businesses sustainably
•	 leveraging our skills and 
global scale
kozel 11
origin czech republic
first brewed 2005
wwwkozelcz
the velke popovice brewery in central bohemia first 
produced kozel in 1874 kozel 11 is the most recent  
variant launched in 2005 a traditional lager beer with  
a pleasantly bitter taste gentle malt and hoppy aroma  
and a perfect sparkle 
sabmiller plc annual report 2012 23
overview business review governance financial statements shareholder information poker
dating back to 1929 the mainstream poker brand 
is part of colombian culture its strong positioning 
as ‘the friend that unites friends’ has helped to 
transform it from a regional brand into one of the 
country’s market leaders 
24 sabmiller plc annual report 2012 operations review – latin america
latin america delivered a strong performance 
with lager volume growth of 9 8 on an organic 
basis and soft drinks volumes improving by 10 
this is attributable to our focus on the affordability 
of lager in a number of our markets differentiated 
brand portfolios and the expansion of our premium 
segment in the context of economic growth across 
the region volume growth combined with selective 
price increases and mix benefits increased group 
revenue by 13 higher commodity costs were 
partly offset by improved manufacturing efficiencies 
and continued distribution productivity gains 
increased investment behind our brands was 
funded through ongoing fixed cost productivity 
improvements ebita grew 15 and ebita margin 
improved 50 bps up 70 bps on an organic 
constant currency basis 
in colombia lager volumes grew by 7 reflecting 
healthy consumer spending the implementation of 
new marketing campaigns and our strategy of price 
restraint in mainstream brands our share of the 
alcohol market improved in the last quarter ending 
the year in line with the prior year benefiting from 
increased marketing support and the narrowing 
of the relative prices between lager and spirits 
the light beer category saw continued growth with 
águila light volumes up 44 our premium brands 
also grew robustly with the local premium brand 
franchise club colombia improving volumes by 
30 and new variants attracting consumers to the 
category our nonalcoholic malt products saw 
double digit volume growth following the successful 
introduction of a smaller pack for our brand pony 
malta and the addition of our new more refreshing 
malt brand maltizz
 in peru our direct sales model 
allowed us to capture growth 
opportunities while generating 
operational efficiencies 
peru had another good year aided by healthy 
economic growth lager volumes rose 10 as 
consumers continued to trade up from the informal 
alcohol sector the rollout last year of our business 
capability programme enabled direct sales service 
model allowed us to capture growth opportunities 
while generating operational efficiencies and 
differentiated value propositions to our customers 
as a consequence lager market share grew in 
both volume and value share terms to 93 and 
95 respectively our flagship mainstream brand 
cristal increased volumes by 22 reflecting the 
strong resonance of this brand underpinned by its 
support of national soccer our premium portfolio 
also performed well with volume growth of 22 
and the cusqueña brand extended its appeal 
through a number of seasonal variants and its 
association with peruvian heritage and the 
centenary of the rediscovery of machu picchu 
in the soft drinks category we saw volume growth 
of 34 as our nonalcoholic malt brand maltin 
power benefited from campaigns highlighting its 
nutritional attributes
latin america
 strong volume and ebita 
growth resulted from improving 
affordability of key lager 
brands building our brand 
portfolios and expanding 
the premium segment 
karl lippert
president sabmiller latin america
financial summary 2012 2011 
group revenue including 
share of associates usm 7158 6335 13
ebita¹ usm 1865 1620 15
ebita margin  261 256
sales volumes hl 000
lager 41596 38266 9
lager organic 41264 38266 8
soft drinks 17418 15809 10
1 
in 2012 before exceptional charges of us119 million 
being business capability programme costs of us85 
million and integration and restructuring costs of us34 
million 2011 us106 million being business capability 
programme costs
strategic focus areas
•	 drive strong topline growth by expanding 
consumer occasions and entering adjacent 
categories 
•	 increase share of alcohol and capitalise 
on differentiated and expanded brand and 
package portfolios
•	 optimise and extend distribution network 
and sales reach
•	 protect our licence to trade and business 
sustainability
•	 pursue operational excellence and efficiency 
in our businesses optimising resources 
and costs
águila light
origin colombia
first brewed 2002
wwwaguilalightcom
a lighter version of águila the 
classic colombian beer águila light 
is a popular option for the consumer 
looking to experience a lighter taste 
maltizz
origin colombia
first produced 2011
wwwmaltizzcom
all the natural goodness of malt is 
encapsulated in this superrefreshing 
carbonated soft drink maltizz has  
a unique taste that appeals to the 
whole family and makes a pleasant 
accompaniment to main meals 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 25 ecuador saw lager volume growth of 7 as the 
expanded direct service model assisted with the 
capture of new growth opportunities lager market 
share of alcohol rose to above 50 in addition 
to cycling the sunday trading ban of june 2010 
growth was driven by improved product availability 
of cold beer at the point of sale and continuing 
expansion of our presence in festivals and events 
our upper mainstream offering pilsener light 
saw volume growth of 87 supported by the 
introduction of a larger pack our local premium 
brand club further strengthened its position as 
the leading premium lager brand in ecuador with 
volume growth of 15 through new activations and 
upsizing of the bottle the nonalcoholic malt brand 
pony malta continued its success with its pet and 
smaller packs performing well resulting in volume 
growth of 38 
in honduras lager volumes were up 9 versus 
the prior year growth was underpinned by our 
affordability strategy in the traditional trade with 
a larger multiserve bottle and in the modern trade 
with affordable can pricing for both mainstream 
brands imperial and salva vida the super 
premium category saw healthy growth with miller 
lite doubling its volumes our alcohol market 
share continued to increase reaching a historic 
high of 53 soft drinks volumes grew by 7 
boosted by further cooler penetration and brand 
activations and the success of multiserve packs 
during the year we launched actimalta in the 
nonalcoholic malt category with good acceptance 
from our target consumers the juices and tea 
categories introduced last year saw volume growth 
of over 40 
 our alcohol market share in 
honduras continued to increase 
reaching a historic high of 53 
in panama our lager volume growth of 2 and 
revenue mix benefited from the performance of 
premium brands with miller lite and miller genuine 
draft mgd showing strong acceptance amongst 
targeted consumers mgd has established itself as 
the leader in the super premium segment and miller 
lite the leader in the premium segment mainstream 
brands atlas and balboa benefited from investment 
behind new brand campaigns and improved 
inoutlet execution soft drinks volumes grew by 
4 boosted by the milk category and a strong 
performance from sparkling soft drinks through 
increased availability of cold products at the 
point of sale 
in el salvador domestic lager volumes saw 
double digit volume growth driven by the more 
affordable bulk pack of our flagship mainstream 
brand pilsener our local premium brand suprema 
also saw healthy volume growth of 30 which 
together with the repositioning of golden light 
in the upper mainstream segment significantly 
improved revenue mix as a consequence our 
alcohol market share increased to 32 soft drinks 
volumes grew by 7 mainly due to the success 
of multiserve packs in january 2012 we expanded 
into the nonalcoholic malt category with our 
brand actimalta 
in argentina we saw healthy volume growth 
of our mainstream brand isenbeck which on 
a full year comparative basis grew by 13 
the integration and upgrading of our capabilities 
in argentina is progressing
port royal
origin honduras
first brewed 1984
wwwsabmillercom
port royal is a refined and refreshing 
premium beer with export quality  
it is brewed to give a smooth refined 
and ultrarefreshing flavour it is a 
favourite brand in honduras due to  
its outstanding image and reputation 
operations review – latin america continued
club premium lager
origin ecuador
first brewed 1966
wwwsabmillercom
brewed to international standards 
using top quality ingredients club 
premium is ecuador’s premium beer 
the metcalfe scarlett barley and  
super sterier hops are aromatic  
and rich in essential oils giving the 
beer a unique quality appreciated  
by discerning drinkers 
26 sabmiller plc annual report 2012 operations review – europe
in europe full year lager volumes declined by 
1 on both a reported and an organic basis 
volumes in our businesses in poland and romania 
fell by 4 and 8 respectively although other 
markets generally saw improved volume trends 
beer markets continued to be affected by consumer 
downtrading and industry focus on economy 
brands and packs together with growth in modern 
trade and discounter channels and declining 
onpremise channels in the second half planned 
destocking of wholesaler inventories was carried 
out in poland and romania impacting our lager 
volume performance organic information includes 
11 months of trading for russia and ukraine prior 
to the conclusion of the transaction with anadolu 
efes and excludes our share of the enlarged 
anadolu efes group for the period since the 
transaction reported results include our share 
of march trading for anadolu efes 
reported ebita declined by 6 overall with ebita 
down in poland and romania profitability across 
the region was impacted by significant increases 
in raw material costs and negative brand mix with 
reductions in group revenue per hl in poland and 
romania mainly due to adverse sales mix overall 
europe’s group revenue per hl grew 1 on both a 
reported and an organic constant currency basis 
reflecting selective price increases and against a 
backdrop of structural shifts to the economy 
segment and the modern trade channel in certain 
markets operational cost efficiencies including 
those from our global procurement and regional 
manufacturing projects continued to deliver benefits 
marketing expenditure was marginally below the 
prior year which included the 2010 fifa world 
cup activations reported ebita was helped by 
the weakening of the us dollar against central and 
eastern european currencies compared with the 
prior year on an organic constant currency basis 
ebita was down 9 with a margin decline of 160 bps 
 beer markets continued to be 
affected by consumer downtrading 
and an industry focus on economy 
brands and packs 
in poland lager volumes were down 4 impacted 
by competitor price reductions and promotional 
activities along with planned destocking of 
wholesaler inventories the beer market has been 
increasingly characterised by downtrading together 
with continued development of the modern trade 
especially discounters resulting in growth of 
the economy segment in this environment our 
economy brand wojak has performed well and 
gained market share however key mainstream 
brands and the premium segment have been 
negatively affected group revenue per hl 
declined by 1 on a constant currency basis 
which combined with the adverse volume 
performance resulted in a decline in ebita 
europe
 poland and romania had a 
challenging year but our other 
markets in europe generally 
delivered stronger financial 
performance 
alan clark
managing director sabmiller europe
financial summary 2012 2011 
group revenue including 
share of associates usm 5482 5394 2
ebita¹ usm 836 887 6
ebita margin  153 164
sales volumes hl 000
lager 43951 44193 1 
lager organic 43157 43519 1
soft drinks 533 82 549
soft drinks organic 97 81 19
1 
in 2012 before net exceptional gains of us1135 million 
being net profit on disposal of businesses of us1181 
million a refund of a previous antitrust fine of us42 
million and business capability programme costs of 
us88 million 2011 exceptional charges of us261 
million being impairments of us98 million integration 
and restructuring costs of us52 million and business 
capability programme costs of us111 million
strategic focus areas
•	 drive superior organic revenue growth and 
margin expansion through growing perceived 
category benefits and value per serving
•	 structure and shape the category by driving 
our full brand portfolios in growth segments 
in key markets through innovative 360 degree 
marketing programmes
•	 continue to drive differentiation through 
innovating in product packaging and  
dispense systems
•	 design for scale cost advantage and focus
grolsch
origin netherlands
first brewed 1615
wwwgrolschcom
grolsch has a distinctive bold  
and hoppy taste developed through 
almost four centuries of crafted 
brewing tradition it owes its superb 
quality to the selection of the  
finest ingredients and its unique 
double fermentation brewing process
kozel 10
origin czech republic
first brewed 1870
wwwkozelcz
first brewed in central bohemia 
velkopopovický kozel is a traditional 
lager with a wellbalanced smooth 
taste brewed with the exactly right 
ratio of caramel malt and zatec  
hops the craftsmanship of kozel 
brewmasters is enjoyed throughout  
the world 
sabmiller plc annual report 2012 27
overview business review governance financial statements shareholder information in ukraine lager volumes grew 42 on an 
organic basis as a result of the continued good 
performance of the core brand sarmat zolotaya 
bochka and the introduction of mainstream 
brand amsterdam 
domestic lager volumes were level with the prior 
year in italy despite the impact of a deteriorating 
economic outlook declines in the first half of the 
year were recovered in a stronger second half 
supported by increased promotional activity 
peroni grew ahead of the prior year benefiting from 
expansion of draught volumes ebita benefited 
from fixed cost efficiencies on 13 june 2011 
we disposed of our italian distribution operation
 in the united kingdom the 
continued expansion of peroni 
nastro azzurro resulted in lager 
volume growth of 8 
in the united kingdom the continued growth of 
peroni nastro azzurro through expansion in the 
onpremise channel has resulted in lager volume 
growth of 8 this was achieved despite a decline 
in the beer market and lower mgd volumes as 
distribution was refocused on key regions ebita 
grew strongly supported by good revenue per hl 
growth in the onpremise channel
in the netherlands domestic lager volumes were 
level with the prior year in a competitive environment 
characterised by discounting and promotional 
activity in the highly consolidated offpremise 
channel and reflecting the impact of economic 
uncertainty on consumer confidence ebita was 
ahead of the prior year benefiting from 
restructuring despite a slight decline in group 
revenue per hl
in hungary lager volumes were up 5 boosted 
by strong promotional support due to the arany 
ászok ‘golden friday’ onpremise activation our 
economy brands took advantage of downtrading 
trends while our super premium brands performed 
well led by pilsner urquell in the canaries the 
trading environment remained challenging with 
improved performance during the summer in the 
tourist areas leading to total volume growth of 
1 lager volumes in slovakia grew by 2 
supported by particularly strong performance in 
the modern trade channel and in the super premium 
segment with a number of successful promotions 
for pilsner urquell
in the czech republic lager volumes were level 
with the prior year despite ongoing weakness in 
the onpremise channel and a drop in consumer 
sentiment during the year our super premium 
and premium segments have performed well with 
pilsner urquell growing despite its onpremise 
bias benefiting from strengthening brand equity 
successful trade activities and expanded tank 
beer distribution premium segment performance 
was boosted by kozel 11 with particularly strong 
performance in the onpremise channel as a 
result of outlet expansion while the mainstream 
segment remains under pressure the introduction 
of pet packaging for key brands has enabled 
an improvement in the segment’s trends group 
revenue per hl was in line with the prior year on 
a constant currency basis due to the strong 
performance of super premium and premium 
brands despite ongoing price pressure and a 
channel mix shift in favour of offpremise ebita 
on a constant currency basis was in line with the 
prior year as raw material cost increases were 
offset by operational cost efficiencies 
in romania lager volumes declined by 8 in a 
market in which consumers have downtraded this 
emphasis on the economy segment and bulk packs 
has involved heavy discounting and led to adverse 
brand and pack mix our performance was also 
impacted by planned wholesaler destocking in the 
second half of the year our mainstream brand 
timisoreana has been most significantly impacted 
in this environment although the rate of decline 
slowed in the second half supported by effective 
promotional activity the premium segment has 
also been affected by competitor activities our 
economy brand ciucas has grown slightly with 
strong performance of the recently launched 25l 
pet pack group revenue per hl declined by 3 
on a constant currency basis which together with 
the volume decline resulted in lower ebita 
 our economy brands in hungary 
took advantage of downtrading 
trends while our super premium 
brands performed well 
lager volumes were up 2 in russia on an organic 
basis with growth in the super premium segment 
as essa performed particularly well benefiting from 
a successful can launch in the premium segment 
our local brand zolotaya bochka remained under 
pressure however kozel continued to grow despite 
strong competition in the czech beer segment 
local economy brands performed ahead of the 
market driving overall growth of our economy 
segment and we successfully launched a new 
mainstream offering zwei meister organic 
constant currency group revenue per hl grew 
by 6 which along with volume performance 
resulted in ebita ahead of the prior year 
despite increased raw material costs 
st stefanus
origin belgium
first brewed 1295
wwwststefanusbe
st stefanus a belgian ‘abbey’ 
speciality beer matures in the bottle 
developing a fuller flavour over time 
enabling consumers to keep the beer 
to suit their taste it is a 100 natural 
unpasteurised and unfiltered beer  
that is carefully brewed with devotion 
and craftsmanship
original augustijn abbey beer
arany ászok
origin hungary
first brewed 1989
wwwaranyaszokhu
arany ászok one of the most popular 
brands in hungary is characterised by 
a gentle delicious full taste created 
with the right balance of hops high 
quality pilsner malt maize grits yeast 
and crystal clear spring water giving  
a richer than average flavour 
operations review – europe continued 
28 sabmiller plc annual report 2012 operations review – north america
the north america segment includes the group’s 
58 share in millercoors and 100 of miller 
brewing international total north america ebita 
increased by 2 driven by strong revenue 
management and focused sales and marketing 
execution in a market where consumer sentiment 
remained cautious 
millercoors
for the year ended 31 march 2012 millercoors’ us 
volume strs declined by 2 as the mainstream 
beer segment continued to be impacted by 
economic pressure on key consumer demographics 
domestic sales to wholesalers stws were down by 
3 ebita increased as revenue growth more than 
offset lower volumes increased costs of goods sold 
and higher fixed costs 
premium light brand volumes declined by low single 
digits with growth in coors light offset by a decline 
in miller lite millercoors’ tenth and blake division 
saw double digit growth driven particularly by the 
continued success of blue moon and leinenkugel’s 
and their seasonal variants together with peroni 
nastro azzurro the below premium segment was 
down by mid single digits as consumers continue 
to trade up to other segments 
millercoors’ group revenue per hl grew by 3 due 
to front line pricing and aided by favourable brand 
mix cost of goods sold per hl increased moderately 
despite the ongoing benefit of synergies and cost 
savings due to higher freight costs packaging 
innovations brand mix and rising commodity prices
marketing general and administrative costs were 
in line with the prior year as higher fixed costs 
were offset by the rephasing of certain marketing 
programmes into the new financial year
 millercoors’ tenth and blake 
division saw doubledigit growth 
driven particularly by the continued 
success of blue moon and 
leinenkugel’s 
millercoors delivered us18 million of incremental 
integration synergies mainly through savings from 
brewery and procurement related projects and 
freight optimisation as the integration synergies 
programme completed on 30 june 2011 in the 
year to 31 march 2012 other cost savings of 
us88 million were realised driven by various 
initiatives primarily in the integrated supply chain 
function the integration of the crispin cider 
company and its affiliate fox barrel cider 
company is progressing well
total annualised integration synergies and other 
cost savings of us790 million have been realised 
since the inception of the joint venture on 1 july 
2008 this consists of synergies of us546 million 
and other cost savings of us244 million 
millercoors exceeded the target of us750 million 
in total annualised synergies and other cost savings 
one year earlier than originally planned
north america
 lager volumes were soft 
but improved pricing and brand 
mix plus further efficiencies 
drove ebita growth 
tom long
chief executive officer millercoors
financial summary 2012 2011 
group revenue including share 
of joint ventures usm 5250 5223 1
ebita¹ usm 756 741 2
ebita margin  144 142
sales volumes hl 000
lager – excluding  
contract brewing 41346 42336 2
lager – excluding  
contract brewing organic 41341 42336 2
millercoors’ volumes
lager – excluding  
contract brewing 39848 40949 3
lager – excluding  
contract brewing organic 39843 40949 3
sales to retailers strs 39760 40757 2
contract brewing 4549 4458 2
1 
in 2012 before exceptional charges of us35 million 
being the group’s share of millercoors’ impairment of the 
sparks brand 2011 us5 million being the group’s share 
of millercoors’ integration and restructuring costs
strategic focus areas
•	 win in premium lights with strengthened 
positioning of coors light miller lite and 
miller 64
•	 through tenth and blake brewing company 
extend and grow millercoors’ import and 
craft portfolio
•	 create value through strong revenue 
management
•	 create leading capability and superior growth 
in retail sales
•	 support the threetier distribution system to 
drive effectiveness and value
miller lite
origin usa
first brewed 1973
wwwmillerlitecom
miller lite is the ultimate light 
beer triple hops brewed for a great 
pilsener taste it is the only beer to 
win four gold awards in the world 
beer cup
®
 for best americanstyle 
light lager 
blue moon
origin usa
first brewed 1995
wwwbluemoonbrewingcocom
blue moon belgian white is an 
artfully crafted beer with a cloudy 
white opaque appearance brewed 
in the belgian style it has a refreshing 
mediumbodied unfiltered wheat  
ale taste spiced with fresh coriander 
and orange peel creating a unique 
experience and an uncommonly 
smooth finish 
sabmiller plc annual report 2012 29
overview business review governance financial statements shareholder information africa delivered another strong full year 
performance with lager volume growth of 14  
13 on an organic basis despite experiencing 
capacity constraints in a number of markets 
projects are currently under way in uganda 
tanzania zambia ghana and south sudan to 
increase capacity volume growth was achieved 
through increased investment in sales and 
marketing to support differentiated brand portfolios 
and an expansion of our local geographic footprint 
underpinned by broadly favourable economic 
conditions the castle portfolio continues to grow 
strongly across the region with volumes up 27 
keen focus has been given to our affordable 
products with the introduction of draught formats 
smaller pack offerings and innovative products like 
impala a cassavabased beer soft drinks volumes 
grew by 9 11 on an organic basis driven by 
good performances in ghana south sudan and 
zambia as well as by our associates castel and 
delta in zimbabwe 
 continued cost focus and 
local agricultural programmes 
helped partly to cushion the 
impact of rising international 
commodity prices 
volume growth translated into ebita growth of 
15 16 on an organic constant currency basis 
group revenue per hl benefited from strong growth 
of the premium segment as well as price increases 
at levels typically somewhat below inflation ebita 
margin consequently improved by 30 bps despite 
the expansion of sales and marketing capability 
rising inflation and weaker local currencies margin 
improvement was achieved through a continued 
cost focus and our local agricultural programmes 
which helped to partly cushion the impact of rising 
international commodity prices
despite cycling a strong comparative lager 
volumes in tanzania grew by 15 attributable to 
the successful mainstream brand renovations of 
safari and kilimanjaro as well as strong premium 
segment growth driven by castle lite our mbeya 
brewery continues to serve the incremental growth 
in the south while an enhanced sales force as well 
as increased cooler penetration have led to market 
share gains grand malt a nonalcoholic offering 
has performed particularly well
in mozambique robust mainstream growth driven 
by a packaging upgrade for 2m and the continued 
expansion of our footprint in the north enabled by 
our nampula brewery helped grow lager volumes 
by 9 a key focus area for this year was the 
expansion of affordable offerings with the launch 
of manica draught and the innovative cassava
based impala
operations review – africa
africa
 lager volumes grew 13 on 
an organic basis benefiting from 
good economic conditions and 
our investments to expand both 
our local sales coverage and our 
brand portfolios 
mark bowman
managing director sabmiller africa
financial summary 2012 2011 
group revenue including 
share of associates usm 3686 3254 13
ebita¹ usm 743 647 15
ebita margin  202 199
sales volumes hl 000
lager 17374 15288 14
lager organic 17033 15016 13
soft drinks 13475 12373 9
soft drinks organic 13039 11785 11
other alcoholic beverages 5330 5080 5
other alcoholic beverages 
organic 5283 5080 4
1 
in 2012 before net exceptional gains of us185 million 
being profit on disposal of business of us67 million 
profit on disposal of investment in associate of us103 
million and the group’s share of the profits on transactions 
in associates of us23 million net of us8 million 
business capability programme costs 2011 us4 million 
being business capability programme costs
strategic focus areas
•	 drive growth in beer and soft drinks through 
full brand portfolios wider price ranges and 
expansion into adjacent categories
•	 step up investment behind our mainstream 
brands and differentiated premium portfolio
•	 increase share of alcohol through accessible 
brand and package offerings
•	 further develop sales and distribution to 
enhance our outlet presence and extend 
our geographic coverage
•	 mitigate high imported input costs through 
innovation and local supply chains 
safari
origin tanzania
first brewed 1977
wwwsabmillercom
with four gold monde selection 
awards safari lager is the most 
awarded beer in tanzania it has a full 
flavour fullbodied rich golden colour 
and taste and is a brand that defines 
real masculinity in tanzania 
club
origin ghana 
first brewed 1992
wwwsabmillercom
club lager is ghana’s original and 
authentic beer which celebrates 
ghana and the positive ghanaian 
spirit it is brewed using the finest 
malt maize and hops making  
it a crisp and fresh lager 
30 sabmiller plc annual report 2012 operations review – africa continued
improved availability a wider geographical 
distribution reach and healthy economic conditions 
enabled zambia lager volume growth of 17 
despite production capacity constraints our key 
mainstream brands mosi and castle lager have 
continued to perform well while the premium castle 
lite experienced very strong growth construction 
of the new brewery at ndola is well under way and 
commissioning is anticipated in the second half of 
the new financial year soft drinks volumes grew  
by 10
lager volumes in uganda grew by 19 supported 
by an enhanced distribution network into western 
uganda rigorous intrade execution and a strong 
mainstream and affordable portfolio our 
mainstream brands nile special and club pilsener 
both continued to perform well the rate of growth 
slowed in the second half of the year as a result of 
capacity constraints to be addressed by our new 
greenfield brewery located in mbarara western 
uganda which is currently under construction 
 in zambia our key mainstream 
brands have continued to perform 
well while the premium castle lite 
experienced very strong growth 
the consistent growth of ghana’s club lager 
helped drive further volume gains while soft drinks 
volume growth remained buoyant south sudan 
delivered strong lager and soft drinks volume 
growth while the capacity expansion project 
announced early in 2011 is on track for completion 
in the first quarter of the new financial year 
delta corporation our associate in zimbabwe 
experienced strong double digit growth across 
all beverage categories which was achieved by 
improved availability assisted by previous capacity 
upgrades lager volumes have now exceeded the 
historical peak levels experienced in the 1990s 
during the year we purchased additional shares in 
delta bringing our shareholding to 40 25 group 
effective economic interest
 capacity constraints in uganda 
will be addressed by our new 
greenfield brewery currently 
under construction 
with effect from 1 january 2012 together with castel 
we implemented a number of organisational changes 
in our african operations as part of our strategic 
alliance agreement operational management of 
the nigerian business is now with sabmiller and 
the angolan businesses with castel castel acquired 
star breweries in madagascar in the second quarter 
of the year castel’s full year lager volumes 
excluding the successful management combination 
of our angola businesses and their madagascar 
acquisition grew by 11 with good volume 
performances in cameroon the democratic 
republic of congo ethiopia and tunisia
nile special
origin uganda
first brewed 1951
wwwnilebreweriescom
the flagship brand of nile breweries 
for over 50 years and an eight times 
gold award and three times grand 
gold winner at the brusselsbased 
monde selection international  
nile special has been trusted over  
the generations for its satisfying 
fullbodied character and consistency 
mosi 
origin zambia
first brewed 1975
wwwsabmillercom
named after the mighty mosi oa  
tunya victoria falls mosi is the  
iconic zambian beer brewed for  
over 30 years it is a clean crisp  
and refreshing lager with a pleasant 
bitterness and delicate hop aroma
sabmiller plc annual report 2012 31
overview business review governance financial statements shareholder information in asia pacific lager volumes for the full year 
increased by 4 on an organic basis with reported 
volume growth of 13 enhanced by the inclusion 
of foster’s and regional acquisitions in china 
reported ebita more than trebled and group 
revenue per hl grew by 53 due to the inclusion 
of foster’s ebita increased by 30 on an organic 
constant currency basis driven by favourable 
growth in both china and india group revenue per 
hl on the same basis improved by 14 compared 
with the prior year with good increases in china 
and india ebita margin increased by 450 bps on 
a reported basis 50 bps on an organic constant 
currency basis
in china lager volumes grew 9 4 on an 
organic basis with acquisitions enhancing market 
share as cr snow sold in excess of 100 million 
hectolitres in a 12 month period for the first time 
volumes grew in all regions with cr snow’s newly 
acquired breweries in jiangsu liaoning henan 
and shanghai together with new breweries 
commissioned in the year contributing positively 
to the reported volume growth
overall cr snow continued to expand its market 
share although organic growth was affected by 
heavy and prolonged rains that affected certain 
key provinces good market share increases 
were delivered in anhui zhejiang jiangsu tianjin 
liaoning guizhou shanghai and heilongjiang 
although market share was lost in sichuan
 for the first time cr snow sold 
in excess of 100 million hectolitres 
in a 12 month period 
group revenue per hl increased by 13 benefiting 
from high single digit price increases implemented 
towards the end of the previous financial year 
to recover cost increases as well as significant 
positive brand mix cr snow continued to expand 
its presence in the premium segment through the 
expansion of snow draft in particular 
investment in brand marketing and sales capability 
together with rising costs of raw materials higher 
labour costs and adverse changes to consumption 
tax legislation have increased operating costs 
but ebita margin slightly increased on an organic 
basis lossmaking acquisitions reduced reported 
ebita margins
operations review – asia pacific
asia pacific
 china and india delivered 
good growth although their 
contribution was overshadowed 
in the reported numbers by 
the inclusion of foster’s from 
middecember 
ari mervis
managing director sabmiller asia pacific
financial summary 2012 2011 
group revenue including 
share of associates and 
joint ventures usm 3510 2026 73
ebita¹ usm 321 92 247
ebita margin  91 46
sales volumes hl 000
lager 58121 51270 13
lager organic 53292 51240 4
1 
in 2012 before net exceptional charges of us70 million 
being transactionrelated costs of us109 million 
integration and restructuring costs of us26 million 
business capability programme costs of us1 million 
and a gain on remeasurement of existing interest in joint 
venture on acquisition of us66 million 2011 usnil
strategic focus areas
•	 integrate the foster’s acquisition and deliver 
the commercial and operational targets 
•	 further build market leadership in china and 
enhance profitability
•	 continue to drive snow the largest beer brand 
in china with additional premium variants to 
increase revenue
•	 pursue market liberalisation in india and focus 
investment on growth and profitability in 
selected states 
victoria bitter
origin australia
first brewed 1854
wwwvbcomau
victoria bitter vb has long been 
australia’s favourite beer and is 
specially brewed to deliver full flavour 
when ice cold a gentle fruitiness in 
the aroma complements the sweet 
malt on the midpalate balancing 
perfectly with crisp clean hop 
bitterness delivering satisfying 
refreshment like no other 
snow brave the world
origin china
first brewed 2006
wwwsnowbeercomcn
a bright cleandrinking well  
balanced beer yellowgreen in colour 
with a white head and a lacy ‘cling’ 
on the glass snow brave the world 
exemplifies the proud adventurous 
spirit of modern china
32 sabmiller plc annual report 2012 operations review – asia pacific continued
 india’s lager volumes grew 
3 and market share increases 
were achieved in key high
margin states 
cub
1
 lager volumes in australia were 4 below the 
prior year on a pro forma
1
 full year basis reflecting 
continued subdued consumer sentiment cub 
continued to grow its presence in the expanding 
new world regular mainstream segment with 
robust growth of carlton dry and the successful 
launch of the great northern brewing co brand 
the traditional regular mainstream segment 
which includes victoria bitter declined at a higher 
rate than the market however carlton draught 
managed to consolidate share premium volumes 
performed more strongly with encouraging 
results from focused execution and expansion 
of the owned premium portfolio including crown lager 
volume improvements in the rapidly expanding craft 
segment were driven by matilda bay fat yak pale ale
group revenue per hl increased by 3 in the 
last quarter on a pro forma basis benefiting from 
focused revenue management across the brand 
portfolio following a period of low price realisation 
on a pro forma basis ebita declined due to the 
lower volumes and increased commercial 
investment in the market results benefited from 
the early delivery of synergies of us6 million with 
an estimated annualised runrate of us40 million 
overall operating profit synergies of aud180 million 
per year are anticipated by year four integration 
costs over this period are expected to be below 
aud220 million of which aud150 million is 
expected to impact the income statement
india’s lager volumes grew 3 volumes declined 
in the first half of the year affected by dampened 
consumer demand following substantial excise 
increases in key states and certain trading 
restrictions imposed in andhra pradesh which 
were subsequently removed in september 2011 
in the second half of the year volumes grew at a 
more robust 16 market share increases were 
achieved in the key high margin focus states of 
haryana and pondicherry
revenue per hl increased by 8 13 on a constant 
currency basis reflecting price increases and focus 
on higher margin brands packs and states as well 
as new product launches including miller high life 
the introduction of pet containers and additional 
variants of foster’s and royal challenge although 
marketing investment increased to support these 
launches ebita more than doubled compared 
with the prior year
lager volumes in vietnam were below the prior 
year but revenue increased reflecting a focus on 
higher margin brands channels and geographies 
gambrinus was launched as a premium brand and 
peroni nastro azzurro as a super premium brand 
during the year in support of this strategy
 pacific beverages has been 
integrated into the newly acquired 
foster’s business realising 
immediate operating and 
commercial synergies 
in australia pacific beverages delivered strong 
volume growth in the period leading up to the 
acquisition of the remaining 50 interest in the joint 
venture in january 2012 this was achieved through 
greater penetration of the onpremise channel with 
our key premium brand peroni nastro azzurro as 
well as continued growth in the offpremise channel 
nationally following the acquisition of the remaining 
interest pacific beverages was integrated into 
the newly acquired foster’s business realising 
immediate operating and commercial synergies 
as a result of the foster’s acquisition certain 
licence and import arrangements with a combined 
annual volume base of approximately 915000 hl 
were terminated towards the end of the financial 
year the loss of these rights was a known risk 
at the time of the acquisition 
fat yak
origin australia
first brewed 2008
wwwmatildabaycom
displaying a lovely golden amber 
colour the first impression is the 
distinctive hopdriven fruity and 
herbaceous aromas giving 
characteristic passion fruit and  
melon notes the taste is refreshingly 
clean on the palate which leaves you 
looking forward to your next fat yak 
haywards 5000
origin india
first brewed 1983
wwwsabmillercom
haywards 5000 is brewed with  
the choicest of malts and hops  
it perfectly combines strength with 
quality resulting in the hallmark 
of original and authentic strong 
beer to which other indian beer 
brands aspire 
1
 cub carlton and united breweries pro forma volumes 
and financial information are based on results for cub 
reported under ifrs for the period from 1 april 2010 to 
31 march 2011 full year or 1 january 2011 to 31 march 
2011 quarter adjustments have been made to reflect 
sabmiller group accounting policies cub is the 
australian beverage business of the recently acquired 
foster’s group
sabmiller plc annual report 2012 33
overview business review governance financial statements shareholder information our south africa beverages business delivered 
strong ebita and ebita margin growth as the 
business strategy launched in 2009 continued 
to deliver good results this was achieved despite 
a consumer and economic environment which 
remained difficult although the business benefited 
from the timing of the easter peak trading period 
south africa lager volumes returned to growth 
in the second half of the year resulting in full year 
lager growth of 2 we outpaced the industry and 
had gained market share by the end of the year as 
a result of sustained brand investment improved 
retail execution and better customer service our 
targeted brand investments included product and 
packaging innovations and actions to meet the 
demands of specific market segments the 
investment in marketfacing activities was funded 
largely by cost efficiencies lager volume growth 
was further supported by the expanded distribution 
footprint and effective supply chain management
 castle lite strengthened 
its leadership position as 
the country’s most popular 
premium brand 
continued intensive throughtheline marketing 
investment behind the core brands drove good 
performance from both premium and mainstream 
segments castle lite the fastest growing scale 
brand in south africa strengthened its leadership 
position as the country’s most popular premium 
brand driven by the continued communication of 
its ‘extra cold’ proposition the premium category 
also benefited from castle milk stout’s good growth 
following its repositioning as a local premium brand 
during the year castle lager’s volume growth 
accelerated to double digits during the second 
half propelled by the success of the ‘it all comes 
together with a castle’ campaign carling black 
label further slowed its decline with volumes level 
with the prior year during the second half of the 
year the brand’s improved performance was 
supported by its recognition as an awardwinning 
champion beer drawing attention to its 
quality credentials 
in addition to the continued extensive social 
responsibility efforts two significant new initiatives 
were launched during the year these were the 
‘responsible trader programme’ where more than 
16500 traders were trained and a programme to 
tackle underage drinking called ‘you decide’ which 
was rolled out to almost 300 schools reaching more 
than 187000 teenagers
operations review – south africa 
south africa beverages
 sustained investment in our 
brands combined with better 
retail execution and customer 
service drove growth in volumes 
ebita and market share 
norman adami
chairman and managing director sab ltd
financial summary 2012 2011 
group revenue including 
share of associates usm 5815 5598 4
ebita¹ usm 1168 1067 9
ebita margin  201 191
sales volumes hl 000
lager 26859 26306 2
soft drinks 17979 17574 2
other alcoholic beverages 1565 1467 7
1 
in 2012 before net exceptional charges of us41 million 
being broadbased black economic empowerment 
scheme costs of us29 million and business capability 
programme charges of us12 million 2011 us188 
million being business capability programme costs of 
us39 million and charges incurred in relation to the 
broadbased black economic empowerment scheme 
of us149 million
strategic focus areas
•	 leverage scale to drive productivity and 
reinvest savings in marketfacing activities
•	 engage the competition in all alcohol 
categories
•	 ensure that key brands resonate
•	 shape a culture of partnership and superior 
service offering in all classes of trade
•	 ensure societal leadership
carling black label
origin canada
first brewed in south africa 1966
wwwcarlingblacklabelcoza
carling black label is the bestselling 
beer in south africa a fullflavoured 
lager with low bitterness and  
a distinctive fruity aroma it is 
refreshing and highly rewarding to 
drink making it a ‘champion beer’ 
preferred by consumers and 
international experts alike 
castle lite
origin south africa
first brewed 1994
wwwsabcoza
castle lite is differentiated from 
other premium beers through its low 
calorie content and its lower levels 
of bitterness which ensure a light 
aftertaste and decreased levels of 
carbon dioxide resulting in the drinker 
feeling less full 
34 sabmiller plc annual report 2012 operations review – south africa continued
south africa hotels and gaming
financial summary 2012 2011 
group revenue share of 
associates usm 487 481 1
ebita¹ usm 135 137 2
ebita margin  277 285
revenue per available 
room revpar – us 6939 7374 6
1 
in 2012 before exceptional gains of us23 million being 
the group’s share of profits on transactions in associates 
2011 us26 million being the group’s share of the loss 
on the merger transaction 
sabmiller is a 397 shareholder in the tsogo sun 
group which is listed on the johannesburg stock 
exchange the full year results reflect our share 
of the enlarged group following the merger with 
gold reef resorts ltd at the end of the previous 
financial year
our share of tsogo sun’s reported revenue grew 
by 1 over the prior year with constant currency 
growth of 6 revenue growth was adversely 
impacted by a strong prior year performance 
boosted by the 2010 fifa world cup the operations 
of tsogo sun remain highly geared towards the 
south african consumer in gaming and towards 
the corporate market in hotels with both sectors 
experiencing difficult trading conditions
the gaming industry in south africa experienced a 
satisfactory first half year with a more robust second 
half assisting full year growth of 7 the biggest 
gaming province gauteng grew by 6 compared 
with 2 in the prior year with the kwazulunatal 
region growing by 8 over the 5 reported in 2011 
tsogo sun improved market share in both gauteng 
and kwazulunatal
the south african hotel industry remained under 
pressure during the early part of the year with 
trading in the second half reflecting signs of 
improvement south african market occupancies 
averaged 57 in the year compared with 58 for 
the prior year including the impact of the fifa world 
cup groupwide occupancies ended the year at 
62 against prior year occupancy rates of 59 us 
dollar revenue per available room revpar declined 
by 6 and by 2 on a constant currency basis as 
a result of higher rates achieved during the fifa 
world cup in the prior year
ebita ended 2 down on the prior year but grew 
by 3 on a constant currency basis ebita margin 
declined as a result of utility price increases which 
together with other cost increases outstripped the 
rate of revenue growth 
soft drinks volumes grew by 2 for the full year 
as the second half saw benefits from the continued 
execution of focused channel plans improved 
customer service and better weather conditions 
sparkling soft drinks volumes benefited from good 
performance of two litre pet packs and several 
growth initiatives particularly those targeted at 
restoring the 125 litre returnable glass bottle to 
growth growth in still drinks exceeded that of the 
total soft drinks portfolio reflecting strong gains in 
the glaceau and powerade brands
appletiser volumes benefited from the introduction 
of new pet packs driving strong revenue growth 
and an improved ebita performance
our associate distell’s international and domestic 
volumes continued to exhibit good performance 
particularly from ciders and readytodrink brands 
with slower growth in the wine portfolio and spirits 
volumes remaining level the higher volumes 
resulted in group revenue and ebita growth and 
margins expanded further as foreign currency 
conversion gains offset increases in certain raw 
materials and excise duties
 we continued to focus on 
reducing operating costs in order 
to fund increased market and 
consumerfacing investments 
group revenue for our south africa beverages 
business grew by 9 on a constant currency basis 
with group revenue per hl up by 6 on the same 
basis this was as a result of price increases to 
recover beer excise increases as well as the strong 
performance of the local premium brands
across the business productivity continued to 
improve and we continued to focus on reducing 
operating costs in order to fund increased market 
and consumerfacing investments as well as 
expanding our ebita margin the soft drinks 
business more than offset the effect of increasing 
commodity costs specifically increases in sugar 
and resin prices through productivity gains from 
improvements in its supply chain and packaging 
redesigns reported ebita grew by 9 and by 
14 in constant currency as ebita margin rose 
to 201 an improvement of 100 bps compared 
with the prior year
sabmiller plc annual report 2012 35
overview business review governance financial statements shareholder information kozel 11
this year our premium kozel 11 brand performed 
strongly in bars and restaurants in the czech 
republic as a result of expanding to more outlets  
it also captured new offtrade opportunities by 
launching kozel 11 in 125 litre pet plastic bottles 
to meet the growing demand from consumers 
wanting to share with family and friends at home 
36 sabmiller plc annual report 2012 chief financial officer’s review
another strong performance
jamie wilson chief financial officer
financial highlights
•	 group revenue up 11 to us31388 million
•	 ebita of us5634 million an increase of 12
•	 ebita margin of 179 10 bps higher than 
the prior year
•	 adjusted profit before tax of us5062 million 
an increase of 13 profit before tax of 
us5603 million up 55
•	 adjusted eps of 2148 us cents increased 
by 12 basic eps of 2666 us cents
•	 total dividend for the year of 91 us cents per 
share up 12
•	 free cash flow improved by us560 million 
to us3048 million
•	 net debt of us17862 million an increase 
of us10771 million from prior year
shareholder value
the group’s financial goal is to deliver a higher 
return to our shareholders than our peer group over 
the longer term we aspire to be the investment of 
choice in the global beer industry we measure our 
performance against this goal by assessing total 
shareholder return tsr growth in adjusted 
earnings per share and free cash flow
we achieved further strong adjusted earnings per 
share growth in the year up 12 on top of the 
19 achieved in the prior year free cash flow at 
us3048 million improved further and was ahead 
of last year by us560 million 
over the three years to 31 march 2012 we achieved 
a tsr of 151 compared with the median of the 
comparator group of 62 in addition since 
sabmiller moved its primary listing to the london 
stock exchange in march 1999 and over the past 
five years we have significantly outperformed the 
ftse 100 in sterling terms as demonstrated in 
the table below 
tsr growth
last five years
to 31 march
since listing 
in march 1999
to 31 march
2012

 2011

2012

2011

sabmiller plc 154 119 690 579
ftse 100 10 19 44 42
key performance indicators kpis
we use a range of kpis to monitor progress against 
our four strategic priorities and our financial goal 
as noted on pages 20 and 21 our kpis and other 
performance indicators include nongaap 
performance measures to assess underlying 
performance these use constant exchange rates 
for measuring revenue and profit growth organic 
measures to exclude acquisition and divestment 
effects adjusted profit measures to exclude 
exceptional items and amortisation of certain 
intangible assets and adjusted ebitda as a key 
cash flow measure which includes dividends from 
the millercoors joint venture and excludes the cash 
impact of exceptional items detailed definitions of 
these terms can be found on pages 180 and 181 
and for certain items reconciliations to the nearest 
equivalent gaap measure are provided below or in 
the notes to the consolidated financial statements
grolsch
origin netherlands 
first brewed 1615 
wwwgrolschcom
grolsch has a distinctive bold and hoppy taste developed 
through almost four centuries of crafted brewing tradition it 
owes its superb quality to the selection of the finest ingredients 
and its unique double fermentation brewing process
 we achieved further strong adjusted earnings per share 
growth in the year up 12 on top of the 19 achieved in 
the prior year free cash flow at us3048 million improved 
further and was ahead of last year by us560 million 
sabmiller plc annual report 2012 37
overview business review governance financial statements shareholder information chief financial officer’s review continued
volumes
the successful development of our brand portfolios 
and intensified sales execution together with rising 
consumer spending drove strong volume performance 
in most of our developing markets with latin america 
and africa being particularly notable europe’s 
performance was affected by volume declines in 
poland and romania total volumes including lager 
soft drinks and other alcoholic beverages volumes 
were up 4 on the prior year on an organic basis 
and up 6 on a reported basis lager volumes were 
up 3 on the prior year on an organic basis and 5 
on a reported basis
 reported organic
2012
hl m
2011
hl m

 change

change
total volumes 286 270 6 4
lager volumes 229 218 5 3
aggregated beverage volumes which include 100 
of the volumes of all of our consolidated subsidiaries 
associated companies and joint ventures grew 7 to 
421 million hectolitres and aggregated lager volumes 
increased 6 to 339 million hectolitres this reflected 
strong volume growth in our associates cr snow in 
china and castel in africa together with the impact 
of the transaction with anadolu efes
chart a shows organic growth in lager volumes for 
each of the last five years volumes in the 2009 and 
2010 financial years were impacted by the economic 
recession following the global financial crisis
revenue
group revenue was us31388 million including 
the group’s share of associates’ and joint ventures’ 
revenue of us9628 million this represented an 
increase of 11 7 on an organic constant currency 
basis driven by higher volumes focused price 
increase and favourable brand mix
as can be seen in chart b increased volumes and 
improved price and mix have contributed evenly to 
the growth in group revenue with pricemix gains 
in all divisions most notably africa asia pacific 
and south africa beverages currency movements 
during the year had no net effect on reported group 
revenue mainly due to the strength of european and 
latin american currencies being offset by currency 
weakness in the south african rand indian rupee 
and african currencies acquisitions have positively 
impacted group revenue in the year by almost 5 
on the prior year base as adjusted for disposals
in the past five years we have grown group revenue 
both on an organic basis and by acquisition the 
compound annual organic growth rate in volumes 
has been 24 2011 35 and we have leveraged 
this growth through price and mix benefits to 
generate compound annual group revenue growth 
of 71 2011 78 over that period 
chart c illustrates the organic growth in group 
revenue for each of the past five years with 
performance shown in constant currency 
input costs
cost of goods sold for the year increased 
approximately 3 on the prior year on a constant 
currency per hectolitre basis raw material input 
costs increased at a slightly higher rate in the 
second half of the year reflecting ongoing increases 
in global barley and energy prices the impact of 
recent increases in commodity prices has been 
mitigated partially from savings achieved through 
our global procurement programme distribution 
costs however grew at a slower rate in the second 
half of the year as efficiency initiatives throughout 
our distribution network and especially in south 
africa gained traction and partly offset crude oil 
price increases 
we expect raw material input costs to increase 
by midsingle digits on a per hectolitre basis in 
the forthcoming financial year this will principally be 
driven by the anticipated increases in the global grain 
and sugar market prices moderated by our forward 
cover positions but could be lower dependent on 
the european barley harvest packaging costs are 
expected to grow at a slightly slower rate as our 
procurement function is expected to continue to 
deliver savings 
ebita 
we report ebita earnings before interest tax and 
amortisation as this is the key profit metric by which 
the group is managed and operating performance 
is evaluated internally segmental performance is 
reported after the apportionment of attributable 
head office service costs
we delivered a strong financial performance in 2012 
with ebita growth of 8 on an organic constant 
currency basis with all beverage divisions except for 
europe contributing to the increase reported ebita 
including the impact of acquisitions grew 12 
compared with the prior year to us5634 million 
chart d shows the increase in ebita for each of 
the last five years with each year’s growth shown 
in constant currency after excluding the impact of 
acquisitions and disposals
ebita margin
ebita margin at 179 was 10 bps higher than 
the prior year chart e on page 39 shows ebita 
margin by division asia pacific and south africa 
beverages made particular progress up 450 bps 
and 100 bps respectively the former benefiting 
from the inclusion of foster’s
exceptional items 
items that are material either by size or incidence 
are classified as exceptional items further details 
on these items can be found in note 4 to the 
consolidated financial statements
net exceptional credits of us1037 million before 
finance costs and tax were reported during the year 
2011 charges of us467 million and included net 
exceptional credits of us11 million 2011 charges 
of us31 million related to the group’s share of 
associates’ and joint ventures’ exceptional charges 
b group revenue usm
components of performance
2011 27950
37
38
00
30039
48
31388
volume
pricemix
currency
2012 organic
acquisitions
2012 reported
adjusted for disposals
c group revenue growth 
organic constant currency basis
10
9
4
5
08 09 10 11
7
12
d ebita growth 
organic constant currency basis
9
5
6
12
08 09 10 11
8
12
a lager organic volume 
growth 
0
2
3
0
6
08 09 10 11 12
38 sabmiller plc annual report 2012 the net exceptional credits included
•	 us1195 million gain on the disposal of our 
russian and ukrainian businesses to anadolu 
efes in europe
•	 us67 million gain on the disposal of our 
angolan businesses to the castel group in africa
•	 us66 million gain on the pacific beverages 
transaction in asia pacific
•	 us103 million gain on the disposal of our 
kenyan associate in africa
•	 us42 million gain on the repayment of an eu 
fine paid by grolsch before we acquired it
•	 us14 million loss on the disposal of a business 
in europe
•	 us235 million charge related to the business 
capability programme in latin america europe 
africa asia pacific south africa beverages 
and corporate
•	 us109 million of transactionrelated costs in 
relation to the foster’s acquisition
•	 us60 million charge related to integration and 
restructuring costs in asia pacific and latin 
america and
•	 us29 million of costs of the broadbased black 
economic empowerment scheme in south africa
the group’s share of joint ventures’ and associates’ 
exceptional items in the year included
•	 us35 million being our share of millercoors’ 
sparks brand impairment 
•	 us10 million credit being our share of 
south africa hotel and gaming’s gain on 
the formula 1 transaction
•	 us13 million share of south africa hotel and 
gaming’s release of deferred contingent 
consideration and 
•	 us23 million share of castel’s gain on the 
disposal of its nigerian subsidiary
finance costs
net finance costs were us562 million a 7 
increase on the prior year’s us525 million mainly 
as a result of the increase in borrowings following 
the foster’s acquisition finance costs in the 
current year included a net gain of us2 million 
2011 loss of us7 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 net 
exceptional finance costs of us22 million including 
transactionrelated net costs of us26 million in 
relation to financing fees and premiums on 
derivative instruments used to hedge currency risk 
partially offset by mark to market gains on derivative 
financial instruments connected with the foster’s 
transaction and exceptional interest income of 
us4 million associated with the successful 
outcome of litigation in europe 
the mark to market gain and the net exceptional 
finance costs have been excluded from adjusted 
finance costs and adjusted earnings per share 
adjusted net finance costs are reconciled to net 
finance costs in the table below they were 5 
higher than in 2011 interest cover has increased 
to 114 times from 108 times in the prior year 
2012
usm
2011
usm
net finance costs 562 525
mark to market gainloss  
on capital items 2 7
exceptional finance costs 22 –
adjusted finance costs 542 518
we expect finance costs in the 2013 financial year 
to increase as a result of higher net debt levels
tax
the effective rate of tax for the year before 
amortisation of intangible assets other than 
software and exceptional items was 275 
compared with a rate of 282 in the prior year 
this reduction in the rate resulted from a 
combination of factors including
•	 the successful conclusion of our russian court 
proceedings
•	 reorganisation gains as a result of the foster’s 
acquisition
•	 changes in tax legislation and
•	 the resolution of various uncertain tax positions
in the medium term we expect the effective tax rate 
to be between 27 and 29 reflecting a level 
which we believe is sustainable given the current 
tax structure and composition of the group
the corporate tax charge for the year was us1126 
million this differed from the tax paid because the 
payment of a tax liability can fall outside the financial 
year and because of deferred tax accounting 
treatments uncertainty of interpretation and 
application of tax law in some jurisdictions also 
contributes to differences between the amounts 
paid and those charged to the income statement
e ebita margin performance  2011  2012
asia
paciﬁc
africa north
america
europe latin
america
south africa
beverages
south africa
hotels  gaming
group
256
261
164
153
142 144
199 202
46
91
191
201
285
277
178 179
pure blonde 
origin australia
first brewed 2004
wwwpureblondecomau
pure blonde uses pure ingredients to deliver a smooth 
crisp aromatic lager specially brewed longer to create 
a full flavoured beer with 70 less carbohydrate than 
regular strength beer and no compromise on taste
sabmiller plc annual report 2012 39
overview business review governance financial statements shareholder information chief financial officer’s review continued 
in terms of total taxes borne and collected by the 
group including excise and indirect taxes these 
amounted to us9400 million 2011 us8400 
million in the year the various business 
combinations and disposals of businesses during 
the year impacted this analysis the composition 
and divisional analysis is shown in charts f and g
during the year approximately us2500 million 
of taxes have been paid to african tax authorities 
including south africa
profit and earnings
adjusted profit before tax of us5062 million 
increased by 13 over the prior year primarily as 
a result of higher volumes price increases and the 
effect of premiumisation partially offset by increases 
in raw material costs and expenditure on sales 
marketing and systems capabilities on a statutory 
basis profit before tax of us5603 million was 
55 higher than the prior year the table below 
reconciles ebita to adjusted profit before tax and 
to the statutory profit before tax
2012
usm
2011
usm
 
change
ebita 5634 5044 12
adjusted finance costs 542 518 5
share of associates’ and joint 
ventures’ finance costs 30 35 14
adjusted profit before tax 5062 4491 13
exceptional items excluding 
finance cost exceptionals 1037 467
adjustments to finance costs 20 7
amortisation 264 209 26
share of associates’ and 
joint ventures’ tax and 
noncontrolling interests 212 182 16
profit before tax 5603 3626 55
adjusted earnings increased by 13 to us3400 
million with the weighted average number of basic 
shares in issue for the year of 1583 million up 
slightly from last year’s 1576 million we achieved 
strong adjusted earnings per share growth in both 
our reporting currency of us dollars and also in the 
currencies in which our shares are quoted as 
demonstrated in the table below
2012 2011  change
us cents 2148 1915 12
uk pence 1344 1234 9
south african cents 16070 13696 17
a reconciliation of the statutory measure of profit 
attributable to equity shareholders with adjusted 
earnings is shown in note 8 to the consolidated 
financial statements on a statutory basis basic 
earnings per share were 74 up on the prior year 
primarily as a result of the exceptional gains 
in the year
dividends 
the board has proposed a final dividend of 695 
us cents to make a total of 91 us cents per share 
for the year – an increase of 12 over the prior year 
this represents dividend cover of 24 times based 
on adjusted earnings per share 2011 24 times 
our guideline is to achieve dividend cover of 
between 20 and 25 times adjusted earnings 
the relationship between the growth in dividends 
per share and adjusted earnings per share is 
demonstrated in chart h
details of payment dates and related matters are 
disclosed in the directors’ report 
business combinations and similar 
transactions
on 16 december 2011 we acquired a 100 interest 
in foster’s group ltd foster’s in australia at an 
enterprise value of us11786 million comprising 
cash consideration of us10598 million together 
with acquired net debt and noncontrolling 
interests less a net present value attributed to cash 
receivable for historical tax losses the acquisition 
provides us with exposure to australia’s strong 
economic growth prospects a leading position 
in the stable and profitable australian beer industry 
and the opportunity to apply our capabilities 
and scale to improve foster’s financial and 
operating performance
with effect from 1 january 2012 together with 
castel we implemented a number of organisational 
changes in our african operations as part of our 
strategic alliance agreement as a result we 
acquired a 275 interest in bih brasseries 
internationales holding angola ltd bih angola in 
exchange for contributing our angolan businesses 
cocacola bottling luanda sarl cocacola 
bottling sul de angola sarl empresa de cervejas 
n’gola norte sa and our interest in our associate 
empresa de cervejas n’gola sarl into bih 
angola castel acquired the remaining 725 in bih 
angola having contributed its angolan businesses 
into bih angola we acquired a 65 interest 
effective 33 interest in international breweries plc 
in nigeria from brasseries internationales holding 
ltd bih part of the castel group in exchange for 
cash and a dilution of our effective interests in our 
existing nigerian businesses pabod breweries ltd 
and voltic nigeria ltd 
following the foster’s acquisition on 13 january 
2012 we acquired the remaining 50 interest which 
we did not already own in pacific beverages pty ltd 
pacific beverages in australia from cocacola 
amatil limited cca for cash consideration of 
us343 million the acquisition took our effective 
interest in pacific beverages to 100
on 6 march 2012 we completed our strategic 
alliance with anadolu group and anadolu efes 
biracilik ve malt sanayii as anadolu efes our 
russian beer business sabmiller rus llc and 
ukrainian beer business pjsc miller brands 
ukraine were contributed to anadolu efes in 
exchange for a 24 equity stake in the enlarged 
anadolu efes group anadolu efes is now the 
h adjusted earnings per share 
eps and dividend per share
us cents
220
190
160
130
100
70
40
12 08 09 10 11
adjusted eps
dividend per share
f tax borne and collected  
by category
1
2
3
4
1 excise 60
2 other indirect taxes 21
3 taxes on profits 10
4 employment taxes 7
5 tax withheld at source 1
6 taxes on property 1
g tax borne and collected  
by region
1
2
3
4
5
6
7
8
emerging and developing economies
1 latin america 32
2 south africa 19
3 europe 14
4 africa 8
5 asia pacific 4
developed economies
6 usa 9
7 europe 9
8 asia pacific 5
5
6
40 sabmiller plc annual report 2012 vehicle for both group’s investments in turkey 
russia the cis central asia and the middle east 
the alliance will result in the enlarged anadolu efes 
strengthening its market position in the large 
russian beer market it is the leading beverage 
producer in turkey and has leading market 
positions in the growth beer markets of kazakhstan 
moldova and georgia
during the year sabmiller africa bv increased its 
interest in delta corporation limited in zimbabwe 
from 3675 to 40 to give an effective interest  
of 25
in january 2012 we acquired an additional 29 
effective interest in tanzania breweries ltd following 
a public offer through the daressalaam stock 
exchange this increased our effective interest to 36 
on 13 june 2011 we completed the disposal of our 
distribution business in italy which was classified 
as a disposal group held for sale at 31 march 2011 
and which generated a us14 million exceptional 
loss on disposal primarily being the recycling of the 
foreign currency translation reserve associated with 
this business
on 25 november 2011 we disposed of our 12 
effective interest in our associate kenya breweries 
limited for cash consideration of us205 million
cash flow and investment highlights
net cash generated from operations before working 
capital movements ebitda of us4979 million 
was 11 higher than the prior year ebitda 
excludes cash contributions from joint ventures 
and also includes the effects of cash flows from 
exceptional items to consider cash generation on 
an underlying basis we use an adjusted ebitda 
measure which excludes the cash flow impact of 
exceptional items and includes the dividends 
received from millercoors which is a proxy for our 
share of millercoors’ ebitda adjusted ebitda of 
us6183 million grew by 10 compared with the 
prior year adjusted ebitda margin including the 
group’s share of millercoors’ revenue improved 
10 bps in the year to 230 
2012
usm
2011
usm
ebitda see note 28a 4979 4502
plus cash outflows from 
exceptional items 308 293
plus millercoors dividend 896 822
adjusted ebitda 6183 5617
revenue 21760 19408
plus share of millercoors’ revenue 5116 5106
26876 24514
adjusted ebitda margin 230 229
we achieved a cash inflow from working capital of 
us258 million principally as a result of the extension 
of supplier credit terms as contracts are renegotiated 
by our procurement organisation cash generated 
from operations increased by 15 over the prior year 
to us5237 million
tax paid in the year increased marginally to us893 
million from us885 million in the prior year the 
increase arose essentially from a higher tax base this 
year together with additional withholding taxes paid
net interest paid has decreased compared with the 
prior year at us407 million primarily reflecting an 
increase in accrued interest arising from the bond 
issue in january 2012 and the exclusion of certain 
nonrecurring items that occurred in the prior year
capital expenditure on property plant and equipment 
for the year was us1473 million 2011 us1189 
million or us1639 million 2011 us1315 million 
including the purchase of intangible assets 
selectively we have continued to make investments 
particularly in africa where capacity constraints have 
been experienced new breweries are currently 
being constructed in nigeria uganda and zambia 
and there has been capacity expansion in peru 
and south sudan capital expenditure of 
approximately us1600 million is expected 
in the next financial year 
free cash flow improved by us560 million to 
us3048 million benefiting from higher cash 
generated from operating activities partly offset by 
higher capital expenditure free cash flow over the 
last five years is shown in chart i
business capability programme
in addition to the exceptional costs of the business 
capability programme noted above the programme 
incurred capital expenditure in the year of us122 
million 2011 us87 million the programme has 
already led to accumulated improvements in working 
capital of us549 million and to net operating 
benefits in the year of us159 million 2011 us67 
million bringing the accumulated amount of 
operating benefits to us243 million these include 
benefits generated from the global procurement 
programme the regional manufacturing operation 
in europe and from sales and distribution systems 
in latin america including cost avoidance benefits 
and the net operating benefits of prior years the 
accumulated benefits from the programme now 
amount to us890 million 
based on plans to extend the scope and depth of 
globallymanaged procurement in particular we 
have revised our benefit estimates and now expect 
that accumulated net operating benefits will reach 
us250 million in the year to march 2013 us400 
million in the following year and an annual run rate 
of approximately us450 million by march 2014 
i free cash flow
usm
545 97
2010
2488
08 09 10 11
3048
12
hansa pilsener 
origin south africa
first brewed 1975 
wwwsabcoza
the light refreshment of hansa comes from the centuriesold 
pilsener style of brewing beer the uniquely crisp clean taste 
is attributable to the kiss of the saaz hop only grown in the 
czech republic and the most expensive hop in the world 
sabmiller plc annual report 2012 41
overview business review governance financial statements shareholder information chief financial officer’s review continued 
balance sheet 
a significant proportion of the noncurrent assets on 
our balance sheet reflect acquisitions since our listing 
on the london stock exchange in march 1999 no 
goodwill or intangible assets are recognised on the 
balance sheet in relation to businesses or brands 
that have been developed organically or were 
acquired prior to 1998 the same policy applies for 
our investments in associates and joint ventures 
including millercoors acquisitions post 1 april 
1998 and prior to the ifrs transition in 2005 were 
accounted for in accordance with uk gaap  with 
intangible assets such as brands not separately 
recognised but instead forming part of the goodwill 
on the acquisition which was amortised over 20 
years in most instances on transition to ifrs in 
2005 we changed our policy and have recognised 
acquired intangible assets primarily brands 
separately from goodwill on acquisitions with 
intangible assets subject to amortisation and with no 
amortisation of goodwill the goodwill and intangible 
assets relating to investments in associates and joint 
ventures including millercoors are subsumed within 
the investment total and not separately identified on 
our balance sheet
total assets increased to us55651 million from 
the prior year’s us39114 million restated to reflect 
adjustments to provisional fair values of business 
combinations in the prior year primarily as a result 
of the acquisitions and business combinations in 
the year
goodwill increased by us8174 million compared 
with the restated prior year amount as a result of 
goodwill arising on the business combinations in asia 
pacific and africa and the impact of foreign exchange 
rate changes on goodwill denominated in currencies 
other than the us dollar partly offset by the goodwill 
on the disposal of businesses in europe and africa
intangible assets increased by us5537 million 
compared with the restated prior year amount 
primarily reflecting intangibles recognised as a result 
of business combinations in particular in australia 
foreign exchange movements and additions primarily 
related to the business capability programme 
partially offset by amortisation
gross debt at 31 march 2012 increased to 
us18607 million from us8162 million at 31 march 
2011 gross debt comprises borrowings together with 
the fair value of derivative assets or liabilities held to 
manage interest rate and foreign currency risk of 
borrowings net debt comprising gross debt net of 
cash and cash equivalents increased to us17 862 
million from us7 091 million at 31 march 2011 the 
increased level of net debt resulted primarily from the 
debt financing of the foster’s acquisition together 
with debt acquired with foster’s partially offset by 
strong free cash flow as at 31 march 2012 we held 
cash and cash equivalent investments of us745 
million 2011 us1071 million
an analysis of net debt is provided in note 28c to 
the consolidated financial statements our gearing 
presented as a ratio of net debt to equity has 
increased to 687 from 312 at 31 march 2011
total equity increased from us22759 million at 
31 march 2011 to us26013 million at 31 march 
2012 the increase was primarily due to the profit 
for the year share issues a credit of us158 million 
related to sharebased payment charges currency 
translation movements on foreign currency 
investments partly offset by dividend payments
financial structure and liquidity 
our strong financial structure gives us adequate 
resources to facilitate ongoing business along with 
mediumterm flexibility to invest in appropriate 
growth opportunities and manage the 
balance sheet
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 
we avoid overreliance on any particular liquidity 
source we use cash in hand cash from operations 
and shortterm borrowings to manage liquidity 
the following table summarises our funding 
structure at 31 march 2012
2012
usm
2011
usm
overdrafts 139 258
borrowings 19067 8193
derivatives 620 298
finance leases 21 9
gross debt 18607 8162
cash and cash equivalents 745 1071
net debt 17862 7091
maturity of gross debt
within one year 1061 1358
between one to two years 1958 590
between two and five years 10263 4383
over five years 5325 1831
the average maturity of the gross committed debt 
portfolio is 69 years 2011 40 years
on 7 april 2011 sabmiller plc entered into a five 
year us2500 million committed syndicated facility 
with the option of two oneyear extensions 
subsequently the facility was extended in part such 
that us2236 million is now due to mature in april 
2017 this facility replaced the existing us2000 
million and us600 million committed syndicated 
facilities which were both voluntarily cancelled
on 1 july 2011 the us600 million 62 notes due 
2011 matured and were repaid from existing cash
42 sabmiller plc annual report 2012 on 9 september 2011 sabmiller holdings inc a 
wholly owned indirect subsidiary of sabmiller plc 
entered into a us12500 million committed 
syndicated facility to finance the acquisition of 
foster’s and related purposes the facility consisted 
of four tranches a us8000 million oneyear term 
facility with the option of two sixmonth extensions 
a us2500 million threeyear term facility a 
us1000 million fiveyear term facility and a 
us1000 million fiveyear revolving credit facility 
in december 2011 the group drew us7850 million 
under the oneyear term facility aud2000 million 
approximately us2021 million and us100 
million under the threeyear term facility and 
us750 million under the fiveyear term facility the 
undrawn balance of those facilities was cancelled 
and the amount of the revolving credit facility was 
reduced to us500 million
on 17 january 2012 sabmiller holdings inc issued 
bonds to the value us7000 million in four tranches 
us1000 million 185 notes due january 2015 
us2000 million 245 notes due january 2017 
us2500 million 375 notes due january 2022 
and us1500 million 495 notes due january 
2042 guaranteed by sabmiller plc the proceeds 
of the bonds were used to repay us7000 million 
under the oneyear term facility
in march 2012 sabmiller holdings inc repaid the 
remaining us850 million balance outstanding on 
the oneyear term facility which was then cancelled
our committed undrawn borrowing facilities have 
increased from us3164 million at 31 march 2011 
to us3810 million at 31 march 2012 we have 
sufficient headroom to enable us to conform to 
covenants on our existing borrowings and sufficient 
undrawn committed financing facilities to service 
our operating activities and ongoing capital 
investment maturing debt in the next 24 months 
includes a zar1600 million bond maturing in july 
2012 cop370000 million and cop338500 million 
bonds maturing in september 2012 and may 2013 
respectively us1100 million and us550 million 
bonds maturing in august 2013 and january 2014 
and a number of local bank facilities current 
committed headroom is sufficient to cover all 
maturing borrowings over the next 24 months we 
have continued to be able to access sufficient and 
significant funding from a number of sources and 
expect to renew maturing facilities as they fall due
currency interest rate commodity 
and credit risk management
we manage the risks from foreign exchange 
interest rates commodities and credit risk within a 
framework of policies approved by the board which 
are reviewed on a regular basis exposures are 
managed within target hedge levels and reported 
regularly to the treasury and audit committees
currency risk
most of our net assets are denominated in 
currencies other than the us dollar with the result 
that our us dollar balance sheet can be significantly 
affected by currency movements we seek to 
mitigate this impact where cost effective by 
borrowing directly or synthetically in the same 
currencies as the functional currencies of our main 
operating units we borrow principally in us dollars 
australian dollars euros colombian pesos and 
south african rand other than this we do not 
hedge translation exposures
our debt profile at 31 march 2012 after taking 
account of cross currency swaps is illustrated 
in chart j
we are also exposed to transactional currency risk 
on sales and purchases committed transactional 
exposures are fully hedged and a proportion of 
other transactional exposures for a period of up 
to 18 months is also hedged this is principally 
achieved using forward exchange contracts and 
foreign exchange swaps
interest rate risk
our policy is to borrow directly or synthetically 
principally in floating rates reflecting our view that 
floating rates are generally lower than fixed rates in 
the medium term however in order to mitigate the 
impact of an upward change in interest rates the 
extent to which group debt may be in floating rates 
is restricted to below 75 of consolidated net debt 
and is in addition managed to a measure based on 
the potential impact of adverse moves in interest 
rates this policy excludes borrowings arising from 
recent acquisition activity and inflationlinked debt 
as at 31 march 2012 45 of net borrowings 
were at fixed rates taking into account financial 
derivatives compared with 44 at 31 march 2011 
exposure to movements in interest rates on group 
borrowings is managed through interest rate swaps 
and forward rate agreements as well as borrowings 
in fixed and floating rate instruments
the weighted average interest rate for the total 
gross debt portfolio at 31 march 2011 decreased 
to 49 2011 59 primarily reflecting the cost 
effective financing package put in place for the 
foster’s acquisition
commodity risk
our policy is to manage both commodity supply 
and price risk commodity supply risk is managed 
by the setting of minimum coverage levels and 
principally through supplier contracts commodity 
price risk is managed within minimum and 
maximum guardrails principally through multiyear 
fixed price contracts with suppliers and where 
appropriate derivative contracts we hedge a 
proportion of commodity supply and price risk 
for a period of up to five years where derivative 
contracts are used we manage exposures 
principally through exchange traded futures 
forward contracts and swaps
j net debt profile
1
2
3
4
5
6
1 us dollars 59
2 australian dollars 21
3 euro 9
4 colombian peso 6
5 sa rand 2
6 other currencies 3
 
2m
origin mozambique
first brewed 1965
wwwsabmillercom
named after the original mac mahon brewery 2m is 
mozambique’s most popular mainstream beer brand 
pronounced ‘doshem’ locally it is a truly sessionable 
and sociable beer with a light crisp and refreshing taste 
sabmiller plc annual report 2012 43
overview business review governance financial statements shareholder information chief financial officer’s review continued
credit risk
our counterparty credit risks arise mainly from 
exposure to customers and financial institutions 
we limit 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  poor’s and 
moody’s respectively there is no significant 
concentration of credit risk with respect to trade 
receivables as we have a large number of 
internationally dispersed customers
usage of derivative instruments
our policy only allows the use of derivative 
instruments to manage the currency commodity 
and interest rate risks arising from our operations 
and financing activities it is group policy that no 
trading in financial instruments is undertaken 
currency
the exchange rates to the us dollar used in the 
preparation of the consolidated financial statements 
are detailed in the table on page 44 most of the 
major currencies in which we operate strengthened 
against the us dollar on a weighted average basis 
over the year with the exception of the south african 
rand in terms of closing rates european currencies 
as well as the south african rand weakened 
while the colombian peso and peruvian nuevo 
sol strengthened 
year ended 31 march  
2012 2011 change
average rate
australian dollar 095 106 12
south african rand 748 715 4
colombian peso 1831 1881 3
euro 072 076 5
czech koruna 1765 1904 8
peruvian nuevo sol 273 281 3
polish zloty 299 301 1
closing rate
australian dollar 097 097 –
south african rand 767 677 12
colombian peso 1792 1879 5
euro 075 071 6
czech koruna 1852 1727 7
peruvian nuevo sol 267 280 5
polish zloty 313 284 9
accounting policies
the principal accounting policies used by the group 
are shown as note 1 to the consolidated financial 
statements 
in addition note 1 details the areas where a high 
degree of judgement has been applied in the 
selection of a policy an assumption or estimates 
used these relate to
•	 the assumptions used in impairment tests of 
carrying values for goodwill and intangible assets
•	 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
jamie wilson
chief financial officer 
44 sabmiller plc annual report 2012 overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 45
kilimanjaro
‘you are now in kilimanjaro country’ was the 
headline of the integrated marketing campaign 
behind the successful renovation of the kilimanjaro 
brand in tanzania this year the result has been 
significant growth in kilimanjaro’s volumes and 
market share economic contribution across our value chain
beer is a local product – typically brewed sold and 
consumed in the same community by delivering 
highquality products that consumers enjoy our 
businesses create jobs pay taxes develop local 
skills and encourage enterprise 
in the year sabmiller generated us23921 million 
of economic value of which the majority was 
distributed through the course of our business 
to our employees shareholders and investors 
suppliers and governments as well as to local 
communities through our corporate social 
investment activities 
across our value chains we seek opportunities 
to build our local supply chain in our developing 
markets we are working to build the capability of 
local farmers in order to increase local sourcing 
in africa research by professor ethan kapstein 
of insead and other experts indicates that our 
commitment to increasing the local sourcing of 
raw materials to 50 over the next two years will 
raise the number of direct farming jobs supported 
by our operations from 100000 to 150000
this year we published a number of independent 
studies to assess our socioeconomic impact 
in europe for example a recent study by ernst 
 young found that a total of 202000 jobs can be 
attributed to the production and sale of our beers 
– including over 98000 in the hospitality sector 
alone for each person employed by sabmiller 
in europe 17 jobs are generated outside the 
brewing industry
we recognise there is a growing interest in the 
amount of tax paid by multinational companies 
we seek to be fully transparent in our tax returns 
and related disclosures to revenue authorities 
we have a strong governance process and our 
group tax policy guides the way we manage tax 
affairs across the group the corporate tax charge 
for the year was us1126 million – an effective 
tax rate of 275 
in the year total taxes borne and collected by 
the group amounted to us9400 million 2011 
us8400 million this includes excise taxes 
transactional taxes and taxes borne by employees 
as well as our share based on equity interest of 
taxes paid by our us joint venture we consider 
this wider calculation to be an important and 
appropriate indication of the tax contribution 
of our operations and the fiscal impact these have 
on the countries in which we do business 
the group’s presence in many developing economies 
provides major sources of employment and income 
and therefore tax revenues of the taxes we pay 
77 go to governments in emerging and developing 
countries and 23 are paid in developed economies 
the growing resource challenge
this year two of our fastestgrowing regions were 
the emerging and developing markets of africa and 
latin america which saw lager volumes increasing 
on an organic basis by 13 and 8 respectively 
the growth of ‘middle class’ consumers from two 
to five billion worldwide by 2030
1
 with improved 
incomes and enhanced quality of life is a key driver 
of our future growth 
 beer is a local product – typically 
brewed sold and consumed in the 
same community 
that said the demands that this growth will place 
on the world’s finite resources mean that business 
government and civil society must work together 
to develop practical local solutions that generate 
inclusive growth while conserving water and energy 
and managing land use successfully addressing 
the triple challenge of water food and energy 
security means taking a holistic view and 
balancing the many competing demands  
tradeoffs and interactions 
businesses such as ours are well placed to 
innovate and drive efficiencies we have extensive 
programmes in place to improve water and energy 
efficiency and reduce waste across our breweries 
the water efficiency of our lager operations has 
improved by 5 over the last year and 13 since 
we set our target to reduce water consumption by 
25 by 2015 in 2008 
across our operations we aim to become 
50 more carbonefficient by 2020 our carbon 
emissions from fossil fuel use have reduced by 
10 per hectolitre of lager produced this year 
and by 17 since we set our target in 2008 
in india converting fossil fuel boilers to biomass 
across three breweries has reduced the emissions 
associated with boiler fuel in these three plants 
by 90 since 2008
sabmiller has become one of the world’s leading brewers by 
building strong local businesses that contribute to their local 
economies we seek to generate ‘inclusive growth’ creating 
longterm returns by building value chains that drive economic 
growth and stimulate social development while using scarce 
natural resources efficiently 
sustainable development
generating inclusive growth 
water to lager ratio 
hl waterhl lager
46
45
43
42
08 09 10 11
40
12
–5
water to lager ratio 
down 5 to 40 hlhl 
1
 the emerging middle class in 
developing countries homi kharas 
oecd development centre working 
paper no 285 january 2010 ‘middle 
class’ is defined as having daily per 
capita spending of us10 to us100
46 sabmiller plc annual report 2012 we continue to drive down brewery waste 
and improve the sustainability of our packaging 
for example in the past year in italy birra peroni 
reduced the weight of its peroni gran riserva 
330 ml bottle by 40 from 310g to 185g saving 
750 tonnes of glass and about 600 tonnes of 
co
2
e a year 
building strong partnerships
we devote great care and effort to building alliances 
throughout our value chain and recognise that 
partnerships are crucial to our success 
focusing solely on improving efficiency at our 
operations will not on its own secure adequate 
longterm water agricultural supplies and energy 
for our breweries the resource challenges we 
jointly face with local communities are complex 
and interconnected we can only effectively tackle 
these challenges by sharing knowledge and 
working in partnership with experts from non
governmental organisations ngos governments 
and academic institutions to deliver innovative 
solutions at a local level 
our water futures partnership established with 
wwf and the german development agency giz 
is one example of a publicprivate partnership 
devoted to managing shared water risk and to 
demonstrating the link between water food and 
energy security this year we doubled the reach 
of the partnership extending to four new markets 
colombia honduras india and the usa 
 we devote great care and effort 
to building alliances throughout 
our value chain and recognise 
that partnerships are crucial to 
our success 
we continue to build our affordability strategy in 
africa based on locally sourced crops such as 
sorghum and cassava this year in mozambique 
we partnered with dadtco dutch agricultural 
development and trading company to develop 
a mobile processing unit that enabled us to launch 
the world’s first commercialscale cassavabased 
clear beer – impala in recognition of its contribution 
to agricultural and economic development in 
mozambique the government introduced a new 
excise category for beer made from cassava 
this combined with the reduced production costs 
associated with using a local crop enables us to 
sell impala at 70 of the price of mainstream lager 
attracting consumers who might otherwise 
consume illicit alcohol 
in south africa we are a strategic partner in project 
promote working with sabcoha south african 
business coalition on hiv and aids and the 
global fund to deliver condoms to taverns through 
sab’s distribution infrastructure since the start 
of the project 18 months ago just under 85 million 
condoms have been delivered to 4600 taverns 
across south africa helping to avert an estimated 
17000 new hiv infections
beer in society
each day our beers are enjoyed by millions 
of consumers there is sadly a small minority 
of consumers who do not drink responsibly and 
who pose a risk to themselves their families and 
their communities 
alcohol abuse and associated societal issues 
such as violence drunkdriving underage drinking 
and the impact on noncommunicable diseases 
are a cause of concern around the world most 
critically for sabmiller the increasing focus by 
both governments and ngos on these social 
and health challenges is leading to increased 
regulatory intervention and a stronger expectation 
for businesses to play a greater role in leading 
action to tackle these problems
as a brewer we recognise that along with the 
wider community we have a role to play in tackling 
alcohol abuse we have clear principles that guide 
the way we operate as a business and we uphold 
high standards in all aspects of alcohol production 
and marketing
our local businesses are committed to engaging 
in partnerships to encourage responsible drinking 
remind consumers about the impact of alcohol
related harm and address the wider societal 
issues resulting from alcohol abuse in europe for 
example we have implemented comprehensive 
commitments to the eu alcohol and health forum 
to provide information to consumers through 
packaging labels marketing materials online 
tools and mobile apps 
impala
origin mozambique 
first brewed 2011
wwwsabmillercom
impala is the world’s first commercialscale cassavabased beer 
brewed using 70 cassava sourced from smallholder farmers 
in mozambique creating new employment for over 1500 
smallholder farmers and their families impala uses conventional 
brewing techniques and has a crisp refreshing taste 
–10
fossil fuel emissions 
from energy use at our 
breweries down 10 
to 124 kgco
2
e per hl
global focus areas
regional focus areas
continual improvement
 our vision 
 to be the most 
 admired company in 
the global beer industry
human rights waste
transparency 
and ethics
packaging
energycarbon hivaids csi
alcohol 
responsibility
water
enterprise 
development in 
our value chains
 
a focused approach to sustainable  
development management
co
2
e emissions from fossil 
fuel energy used on site 
kgco
2
ehl lager
149
143 142
138
08 09 10 11
124
12
sabmiller plc annual report 2012 47
overview business review governance financial statements shareholder information sustainable development continued
integrating sustainable development 
into business planning
sustainable development is integral to the way 
we do business one of sabmiller’s four strategic 
priorities is to ‘constantly raise the profitability 
of local businesses sustainably’
we structure the measurement of sustainable 
development through our 10 priorities which 
inform how we focus our efforts and prioritise our 
resources at a global level particular focus is given 
to the three most material areas for our business 
alcohol responsibility water and enterprise 
development in our value chain it is these areas 
that we believe have the greatest potential to impact 
on business value and create the greatest benefits 
for the communities in which we work
 we structure the measurement 
of sustainable development 
through our 10 priorities which 
inform how we focus our efforts 
and prioritise our resources 
our 10 sustainable development priorities 
also take into account our commitment to the 
un global compact as well as our support of 
the un millennium development goals 
the group corporate accountability and risk 
assurance committee carac a subcommittee 
of the sabmiller plc board is responsible for 
overseeing progress against our 10 sustainable 
development priorities our sustainability 
assessment matrix sam provides a detailed 
assessment of sustainable development 
performance twice a year which informs both 
business planning and corporate governance 
through our regional and group caracs 
during the year the group’s average sam score 
increased from 29 to 32 with scores increasing 
across all priorities as our local businesses focused 
on advancing the sustainable development issues 
most material to their particular markets more 
detailed information on our scores by country and 
priority can be found at wwwsabmillercomsd 
transparency and ethics
high standards of ethical behaviour and 
transparency underpin all that we do we have 
a code of business conduct and ethics which 
applies to all employees across the group as well 
as third parties acting on our behalf this year 
we strengthened our antibribery procedures 
by introducing a new antibribery policy which 
supplements and builds on the requirements of 
the code and helps to ensure that we meet our 
obligations under the new uk bribery act 2010
we place a high value on reporting and 
communicating in an open and honest way to our 
stakeholders and have produced a sustainable 
development report for over 10 years this year 
we commissioned an independent report into 
the future of sustainability reporting multiple 
messages which highlighted the need for a flexible 
multichannel approach to reporting fifteen of 
our businesses produce their own sustainability 
reports italy and botswana produced reports for 
the first time and many others provide information 
online botswana’s report won ‘best corporate 
social responsibility reporter’ at the national 
pricewaterhousecoopers annual reporting awards
32
the average score 
achieved against 
our sustainability 
assessment matrix  
was 32
online
for more information on our 
approach to sustainable development 
and our performance go to our 2012 
sustainable development report 
at wwwsabmillercom
alcohol water energy
and 
carbon
packaging
and
packaging
waste
waste enterprise
development
and value 
chain
management
csi hivaids human
rights
trans
parency
and ethics
overall
score
stairway level assessment criteria sustainable development group average scorecard 2012
5
leading edge 
performance that represents genuine global 
leadership on an issue
 2010   2011   2012
4
best practice 
achieving what is currently considered to 
be global best practice in a particular field
3
developing leadership 
applying a comprehensive approach including 
innovative tools and widespread engagement
2
progressing 
ensuring consistent performance is achieved 
in a particular field
1
minimum standard 
all operations must achieve level 1 or have a plan 
in place to do so as it represents management of 
our key sustainable development risks
48 sabmiller plc annual report 2012 building a zambian  
barley industry
zambian breweries has been 
working with farmers to build 
a zambian barley industry
three years ago our zambian business 
imported 100 of the barley needed for 
its breweries 
with a climate that supports a strong 
wheat industry zambian breweries saw 
an opportunity to build a national barley 
industry improving the security of its 
barley supply and reducing costs by 
sourcing locally the business developed 
partnerships with technical experts and 
built relationships within the established 
zambian farming industry to design 
a barley farming model working in 
collaboration with chc commodities 
experts in crop storage and postharvest 
management in 2009 a successful pilot 
established the capability of farmers in 
zambia to produce a highyielding 
highquality crop 
zambian breweries now works with 
21 commercial farmers who employ 
over 4000 rural workers the barley they 
produce is used in the production of the 
company’s premium beer brands – mosi 
mosi gold castle lager and carling 
black label 
despite the strong wheat price against 
which barley competes for acreage 
zambian barley costs about us100 
per tonne less than imported barley 
next year we expect the zambian barley 
industry to produce a surplus of about 
10000 tonnes which can be exported 
to local markets such as uganda and 
tanzania
managing shared  
water risk in peru
through the water futures 
partnership sabmiller works 
with ngos such as wwf  
and the nature conservancy  
in eight markets to protect  
the watersheds on which 
our business depends 
this year the local water futures 
partnership in peru undertook a series 
of studies to examine the water resources 
available in the basins that supply each of 
backus’ breweries the first in the rímac 
river basin in lima identified a number of 
projects to improve water security for the 
region backus is now reviewing a number 
of aquifer sustainability projects including
•	 improving the infrastructure of canals 
and river beds 
•	 reusing treated water to irrigate public 
green areas such as parks 
•	 establishing a rímac river water 
observatory – an expert technical panel 
to monitor and assess the aquifer
other local businesses and communities 
also depend on the watershed and 
backus’ water risk cannot be addressed 
in isolation this year backus became 
a founding partner in the aquafondo 
established by the nature conservancy 
the fund which has an initial startup 
capital of us900000 will invest in 
conservation water protection measures 
education and communication projects in 
lima backus is working to encourage 
more businesses and institutions to join 
the alliance to safeguard shared water 
supplies for the future 
supporting small  
retailers in colombia
the bavaria foundation’s 
destapa futuro programme  
is the largest private initiative 
promoting entrepreneurship  
in colombia 
it seeks to boost economic development 
across the country by supporting high 
potential entrepreneurs 
this year the bavaria foundation has 
been tackling one of the main barriers 
to starting a small business – the lack 
of access to credit the foundation 
has worked with local banks to provide 
microfinance for shopkeepers so they can 
strengthen their businesses increase their 
revenues and improve their quality of life 
more than 4000 shopkeepers have 
benefited in two years with us6 million 
made available in microcredit financing 
over the last five years the bavaria 
foundation has helped to create over 
280 businesses through the destapa 
futuro programme supporting over 
1100 entrepreneurs by investing over 
us8 million in seed capital and us2 
million for training and mentoring 
the investment practical advice and 
mentoring provided means that 93 of 
the businesses supported through the 
programme are still operating 
in turn the entrepreneurs who have 
benefited from the programme have 
created over 5000 jobs
cusqueña
origin peru
first brewed 1912
wwwcusquenacompe
peru’s premium beer is brewed with the highest quality 
malt yeast and hops to create excellent harmony in terms 
of aroma body bitterness and taste cusqueña retains the 
mystery and magic of its origin in cusco and appeals to 
consumers who value the best brands 
sabmiller plc annual report 2012 49
overview business review governance financial statements shareholder information people
succeeding by valuing and empowering our employees
being a flexible fair and equitable employer
sabmiller employs some 70000 people from 
diverse cultures and backgrounds across six 
continents we aim to attract develop and retain 
highcalibre people with the skills attributes and 
drive to help sabmiller achieve its strategic 
objectives both now and in the future we seek 
to treat all our employees and contractors fairly 
and with respect and to provide a safe and 
positive working environment  
all our employees are compensated with a fair 
wage and comprehensive benefits and have access 
to development opportunities both within their role 
and towards career progression
in many countries we offer our employees free 
medical healthcare if they need it in countries 
where hivaids is prevalent our employees and 
their dependants have access to voluntary testing 
and counselling as well as managed healthcare 
programmes including free antiretroviral drugs 
as at 31 march 2012 our businesses in countries 
of high prevalence had 1847 peer educators 
one for every 13 employees 
we have clear policies and processes relating to 
diversity and encourage a culture that respects 
and tolerates individual differences
in an industry traditionally perceived as male
dominated we have various initiatives for ensuring 
better representation for women as at 31 march 
2012 a total of 190 of our employees were 
female 2011 195 and 278 of our executives 
and managers were women five of the last seven 
independent nonexecutive directors appointed to 
the sabmiller plc board were female and women 
currently comprise 33 of the independent 
nonexecutive directors on the board 
we acknowledge our employees’ right to union 
representation and 364 of our workforce are 
union members many of our businesses have 
developed productive partnerships with trade 
unions on collective bargaining and other issues 
this year independent experts reviewed our 
human rights policies procedures and performance 
measurement in light of the new un protect 
respect and remedy framework for business 
and human rights they found that in general 
we are ahead of many businesses in this respect 
particularly in our independent assessments of 
human rights issues across the value chain for 
example through the oxfam poverty footprint 
report they also identified opportunities for 
improvement in areas such as verification of 
supplier performance in response our global 
procurement company trinity has joined sedex 
a notforprofit organisation promoting ethical 
and responsible business practices in global 
supply chains 
in south africa we actively support broadbased 
black economic empowerment bbbee through 
the bbbee ownership programme sab zenzele 
we have created almost 40000 shareholders 
among our staff and retailers retailers who 
acquired the minimum allocation of shares for r100 
at the start of the programme in 2010 have to date 
received r875 in dividends almost nine times their 
initial investment
we believe that a healthy engaged welltrained and motivated 
workforce is a key competitive advantage
70000
we employ about 
70000 people across 
six continents
promoting diversity at millercoors
millercoors has been working 
to improve the advancement  
of women in the company
women represent 20 of all vice
president and executive level roles 
at millercoors to increase female 
representation millercoors is taking 
three steps
first they are seeking to hire more 
women recruiters are encouraged 
to look for talented female candidates 
and this year 62 of all candidate lists 
for new hires included at least one 
woman during the year 83 of people 
hired through the sales management 
development program were women 
creating a strong talent pipeline of 
women for senior roles in the future 
secondly they aim to provide a 
supportive environment for personal 
growth every function has established 
guidelines and principles to promote 
greater flexibility introducing new ideas 
such as telecommuting this year the 
average number of training hours 
completed by women also increased 
by almost 50 
thirdly women are encouraged to 
share their own experiences with others 
since 2010 of the 115 women who have 
participated in group mentoring 36 were 
promoted and 30 made lateral moves to 
develop broader or deeper skills
50 sabmiller plc annual report 2012 safety health and wellbeing of our employees
each of our businesses is responsible for ensuring 
a safe working environment in its breweries bottling 
plants and offices this year we joined the world 
economic forum’s workplace wellness alliance a 
consortium of companies committed to advancing 
wellness in the workplace we adapt our wellness 
programmes to meet changing needs this year we 
piloted a new wellness development programme 
covering sexually transmitted infections hepatitis b 
and c malaria and tuberculosis in botswana south 
africa swaziland and tanzania 
we aim to provide a safe working environment 
in our breweries bottling plants and offices and 
have robust systems including regular audits 
for identifying and minimising the risk of accidents 
and monitoring and addressing incidents when 
they occur this year better reporting on health and 
safety has resulted in noticeable improvements in 
health and safety performance in several markets 
including hungary italy and uganda that said we 
recorded 1713 industrial injuries 18 more than in 
2011 largely due to an increase in injuries reported 
in latin america in line with new reporting protocols 
across our business we recorded 17735 days lost 
through injury – a 34 increase on 2011 – also due 
to improved reporting 
it is with regret that we report 11 employee and 
contractor fatalities this year two of these related to 
accidents while undertaking maintenance or repairs 
five related to accidents involving vehicles and four 
related to robberies or assaults on our staff while  
on sales or trade visits in each case we have 
undertaken an investigation and where applicable 
implemented measures to minimise the likelihood of 
such an incident recurring we have also established 
a group health and safety working group which will 
report to the group carac
business success through high performance
we recognise and reward strong performance 
every year each employee sets stretching individual 
objectives in conjunction with their manager 
these goals are linked to local company objectives 
to ensure that everyone is contributing to and 
has clear accountability for the delivery of 
business strategy
bonus payments and salary increases are linked 
to performance against individual goals and are 
calculated against a combination of individual 
achievement and overall company performance 
promoting talent and personal development
we aim to offer appropriate career development 
opportunities to all our employees and encourage 
them to take ownership of and manage their own 
development in the year ended 31 march 2012 we 
provided an average of 40 training days for every 
employee an increase on the previous year 
through our global learning strategy we offer over 
400 courses from specific functional programmes 
to management development and leadership 
programmes these range from elearning courses 
to programmes facilitated by leading educational 
institutions our european management development 
programme emdp for example has been designed 
in partnership with ashridge business school a 
quarter of participants in the 2010 programme were 
promoted within one year taking new knowledge and 
innovative thinking into the business in their new roles
cascade pure
origin australia
first brewed 2008
wwwcascadebrewerycocomau
cascade pure has a light golden colour with a fresh hop 
aroma courtesy of locallygrown tasmanian galaxy hops 
being environmentally friendly matters more than low 
carbs but this all malt lager offers both pure’s carbon 
footprint is 100 offset delivering a carbon neutral beer 
4 days
4 days of training per 
employee on average
educating our employees on alcohol responsibility
we provide regular education 
on alcohol responsibility for  
our employees all of whom  
are required to adhere to our 
alcohol code of conduct 
as at 31 march 2012 our businesses  
had trained over 50000 employees 
in alcohol responsibility worldwide 
we are also committed to training all 
new employees on alcohol responsibility 
as they join sabmiller 
we have developed a twopart specially 
designed programme which local 
businesses can adapt to address local 
circumstances
•	 alcohol behaviour and communication 
abc training is designed for 
everyone at sabmiller
•	 alcohol intelligence quotient aiq 
provides additional indepth training 
for people in marketing sales trade 
marketing legal and communication 
functions globally
this year we introduced an online 
refresher course part of which asks 
participants to make a personal pledge 
on alcohol responsibility in hungary we 
received 370 pledges from 400 elearning 
participants in just one month including 
pledges about being a role model at work 
and at home and pledges to stop people 
from driving home if they’ve been drinking 
when out with friends 
sabmiller plc annual report 2012 51
overview business review governance financial statements shareholder information board of directors
 corporate accountability 
and risk assurance 
committee carac
 executive committee
 nomination committee
 remuneration committee
 audit committee 
graham mackay 
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
he will become executive 
chairman of sabmiller plc 
at the conclusion of the 2012 
annual general meeting 
with the intention that he will 
continue in that role for one 
year before becoming 
nonexecutive chairman at the 
2013 annual general meeting
jamie wilson 
llbhons ca atii   
chief financial officer
jamie wilson joined sabmiller 
in 2005 and was elected as 
a director and appointed as 
chief financial officer in 2011 
he has held a number of senior 
positions in the group including 
senior vice president market 
development and strategy 
miller brewing company usa 
managing director sabmiller 
russia managing director for 
sabmiller’s central european 
businesses and finance 
director for sabmiller europe 
before joining sabmiller he 
held a number of senior roles 
in the global beverage industry 
notably group finance director 
and managing director – 
operations of highland distillers 
plc executive chairman of 
maxxium managing director of 
orpar sa the parent company 
of remy cointreau strategy 
finance director for scottish 
courage ltd and strategy 
project director for scottish 
 newcastle plc 
meyer kahn ba law mba 
dcom hc soe   
chairman
meyer kahn joined the group in 
1966 and occupied executive 
positions in a number of the 
group’s former retail interests 
before being appointed to 
the board of sab ltd in 1981 
he was appointed group 
managing director in 1983 and 
executive chairman in 1990 
in 1997  he was seconded 
fulltime to the south african 
police service as its chief 
executive serving for two and 
a half years he was appointed 
chairman of south african 
breweries plc upon its listing 
on the london stock exchange 
in 1999
among other awards he 
holds an honorary doctorate in 
commerce from the university 
of pretoria and was awarded 
the south african police star 
for outstanding service soe 
in 2000
mr kahn will retire at the 2012 
annual general meeting
john manser  
cbe dl fca     
senior independent director
john manser joined the board 
in 2001 he is chairman of 
shaftesbury plc and was 
chairman of intermediate 
capital group plc and deputy 
chairman of colliers cre plc 
until 2010 he was previously 
chairman of delancey plc 
hiscox investment 
management ltd 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
he will become deputy 
chairman of sabmiller plc 
at the conclusion of the 2012 
annual general meeting
mark armour  
ma fca  
mark armour joined the 
board in 2010 he is the 
chief financial officer of reed 
elsevier group plc and of its 
two parent companies reed 
elsevier plc and reed elsevier 
nv he will retire from reed 
elsevier at the end of 2012 
from july 2012 he will join 
the board of the financial 
reporting council frc
prior to joining reed elsevier 
in 1995 he was 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 frc which 
produced the smith report on 
audit committees in 2003
geoffrey bible  
fca aust acma 
geoffrey bible joined the 
board in 2002 as a nominee 
of altria group inc 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
dinyar devitre  
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 and 
a special advisor to general 
atlantic llc he was a director 
of kraft foods inc from 2002 
until march 2007  he serves 
as a trustee of the brooklyn 
academy of music and is 
a trustee emeritus of the 
asia society
lesley knox  
ma  
lesley knox joined the board 
in 2011 she is a nonexecutive 
director of centrica plc and 
is a trustee of the grosvenor 
estates and chairman of 
grosvenor group limited she 
originally qualified as a solicitor 
and then spent 15 years with 
kleinwort benson from 1981 to 
1996 first in corporate finance 
where she became a director 
in 1986 and then as chief 
executive of the institutional 
asset management business 
in 1997 she moved to the 
british linen bank becoming 
governor in 1999 and was 
subsequently a founder 
director of british linen 
advisers from 1999 to 2003 
she was until april 2012 
chairman of alliance trust plc 
and has held a variety of 
nonexecutive directorships 
with international and british 
companies and is involved 
with a number of arts and 
charitable organisations
john manzoni  
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 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 2003 he 
is a member of the accenture 
energy advisory board
it is proposed that alan clark 
will be elected as an executive 
director and appointed as chief 
operating officer of sabmiller 
plc at the 2012 annual general 
meeting with the intention 
that he will succeed graham 
mackay as chief executive 
at the 2013 annual general 
meeting
miles morland  
  
miles morland joined the board 
in 1999 he is founder and 
chairman of two companies 
investing in africa blakeney 
management and 
development partners 
international he is also a 
director of various companies 
investing in the emerging world
dambisa moyo  
bsc mpa mba phd 
dambisa moyo joined the 
board in 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 and barrick 
gold corporation dambisa 
previously worked at the world 
bank in washington dc
she is a patron for absolute 
return for kids ark a hedge 
fund supported children’s 
charity
carlos alejandro pérez 
dávila 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 president of caracol tv 
sa and serves on the board 
and executive committee of 
valorem sa he is also a 
director of comunican sa 
cine colombia sa and the 
queen sofia spanish institute
he was previously an 
investment banker at goldman 
sachs  co sg warburg  
co and violy byorum  
partners
rob pieterse  
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 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 koninlijke 
wegener nv from 1999 to 
2011 he served on the board 
of veuo the association of 
dutch listed companies and 
until april 2011 he served on 
the board of europeanissuers
he will retire at the 2012 annual 
general meeting
cyril ramaphosa  
bproc lld hc  
cyril ramaphosa joined the 
board of sab ltd in 1997 and 
was appointed to the board of 
south african breweries plc 
upon its listing on the london 
stock exchange in 1999 he 
is the founder and chairman 
of shanduka group and joint 
nonexecutive chairman 
of mondi group he holds 
directorships in macsteel 
global bv mtn group ltd 
the bidvest group lonmin 
plc standard bank optimum 
coal holdings limited and 
alexander forbes
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
alejandro santo domingo 
dávila 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 wnet channel 
thirteen and the wildlife 
conservation society
helen weir  
cbe fcma 
helen weir joined the board 
in 2011 she is group finance 
director of the john lewis 
partnership between 2008 
and 2011 she was group 
executive director – retail 
at lloyds banking group plc 
having originally joined lloyds 
as group finance director in 
2004 from 2000 until 2004 
she was group finance 
director of kingfisher plc and 
before that finance director of 
bq which she joined in 1995 
she spent her early career at 
unilever and mckinsey  co 
she has previously held a 
number of nonexecutive 
directorships including royal 
mail holdings and the city 
of london investment trust 
she is a member of the said 
business school advisory 
council and was previously 
a member of the accounting 
standards board she is a 
fellow of the chartered 
institute of management 
accountants 
howard willard  
ba hons mba
howard willard joined the 
board in 2009 as a nominee 
of altria group inc he is 
executive vice president and 
chief financial officer of altria 
group he also oversees the 
financial services business 
of philip morris capital 
corporation and the strategy 
and business development 
organisation prior to this he 
was executive vice president 
strategy and business 
development for altria 
additionally 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 
executive advisory council for 
the robins school of business 
at the university of richmond
alan clark  
ma dlitt et phil 
managing director 
sabmiller europe
alan 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
52 sabmiller plc annual report 2012  corporate accountability 
and risk assurance 
committee carac
 executive committee
 nomination committee
 remuneration committee
 audit committee 
graham mackay 
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
he will become executive 
chairman of sabmiller plc 
at the conclusion of the 2012 
annual general meeting 
with the intention that he will 
continue in that role for one 
year before becoming 
nonexecutive chairman at the 
2013 annual general meeting
jamie wilson 
llbhons ca atii   
chief financial officer
jamie wilson joined sabmiller 
in 2005 and was elected as 
a director and appointed as 
chief financial officer in 2011 
he has held a number of senior 
positions in the group including 
senior vice president market 
development and strategy 
miller brewing company usa 
managing director sabmiller 
russia managing director for 
sabmiller’s central european 
businesses and finance 
director for sabmiller europe 
before joining sabmiller he 
held a number of senior roles 
in the global beverage industry 
notably group finance director 
and managing director – 
operations of highland distillers 
plc executive chairman of 
maxxium managing director of 
orpar sa the parent company 
of remy cointreau strategy 
finance director for scottish 
courage ltd and strategy 
project director for scottish 
 newcastle plc 
meyer kahn ba law mba 
dcom hc soe   
chairman
meyer kahn joined the group in 
1966 and occupied executive 
positions in a number of the 
group’s former retail interests 
before being appointed to 
the board of sab ltd in 1981 
he was appointed group 
managing director in 1983 and 
executive chairman in 1990 
in 1997  he was seconded 
fulltime to the south african 
police service as its chief 
executive serving for two and 
a half years he was appointed 
chairman of south african 
breweries plc upon its listing 
on the london stock exchange 
in 1999
among other awards he 
holds an honorary doctorate in 
commerce from the university 
of pretoria and was awarded 
the south african police star 
for outstanding service soe 
in 2000
mr kahn will retire at the 2012 
annual general meeting
john manser  
cbe dl fca     
senior independent director
john manser joined the board 
in 2001 he is chairman of 
shaftesbury plc and was 
chairman of intermediate 
capital group plc and deputy 
chairman of colliers cre plc 
until 2010 he was previously 
chairman of delancey plc 
hiscox investment 
management ltd 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
he will become deputy 
chairman of sabmiller plc 
at the conclusion of the 2012 
annual general meeting
mark armour  
ma fca  
mark armour joined the 
board in 2010 he is the 
chief financial officer of reed 
elsevier group plc and of its 
two parent companies reed 
elsevier plc and reed elsevier 
nv he will retire from reed 
elsevier at the end of 2012 
from july 2012 he will join 
the board of the financial 
reporting council frc
prior to joining reed elsevier 
in 1995 he was 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 frc which 
produced the smith report on 
audit committees in 2003
geoffrey bible  
fca aust acma 
geoffrey bible joined the 
board in 2002 as a nominee 
of altria group inc 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
dinyar devitre  
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 and 
a special advisor to general 
atlantic llc he was a director 
of kraft foods inc from 2002 
until march 2007  he serves 
as a trustee of the brooklyn 
academy of music and is 
a trustee emeritus of the 
asia society
lesley knox  
ma  
lesley knox joined the board 
in 2011 she is a nonexecutive 
director of centrica plc and 
is a trustee of the grosvenor 
estates and chairman of 
grosvenor group limited she 
originally qualified as a solicitor 
and then spent 15 years with 
kleinwort benson from 1981 to 
1996 first in corporate finance 
where she became a director 
in 1986 and then as chief 
executive of the institutional 
asset management business 
in 1997 she moved to the 
british linen bank becoming 
governor in 1999 and was 
subsequently a founder 
director of british linen 
advisers from 1999 to 2003 
she was until april 2012 
chairman of alliance trust plc 
and has held a variety of 
nonexecutive directorships 
with international and british 
companies and is involved 
with a number of arts and 
charitable organisations
john manzoni  
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 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 2003 he 
is a member of the accenture 
energy advisory board
it is proposed that alan clark 
will be elected as an executive 
director and appointed as chief 
operating officer of sabmiller 
plc at the 2012 annual general 
meeting with the intention 
that he will succeed graham 
mackay as chief executive 
at the 2013 annual general 
meeting
miles morland  
  
miles morland joined the board 
in 1999 he is founder and 
chairman of two companies 
investing in africa blakeney 
management and 
development partners 
international he is also a 
director of various companies 
investing in the emerging world
dambisa moyo  
bsc mpa mba phd 
dambisa moyo joined the 
board in 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 and barrick 
gold corporation dambisa 
previously worked at the world 
bank in washington dc
she is a patron for absolute 
return for kids ark a hedge 
fund supported children’s 
charity
carlos alejandro pérez 
dávila 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 president of caracol tv 
sa and serves on the board 
and executive committee of 
valorem sa he is also a 
director of comunican sa 
cine colombia sa and the 
queen sofia spanish institute
he was previously an 
investment banker at goldman 
sachs  co sg warburg  
co and violy byorum  
partners
rob pieterse  
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 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 koninlijke 
wegener nv from 1999 to 
2011 he served on the board 
of veuo the association of 
dutch listed companies and 
until april 2011 he served on 
the board of europeanissuers
he will retire at the 2012 annual 
general meeting
cyril ramaphosa  
bproc lld hc  
cyril ramaphosa joined the 
board of sab ltd in 1997 and 
was appointed to the board of 
south african breweries plc 
upon its listing on the london 
stock exchange in 1999 he 
is the founder and chairman 
of shanduka group and joint 
nonexecutive chairman 
of mondi group he holds 
directorships in macsteel 
global bv mtn group ltd 
the bidvest group lonmin 
plc standard bank optimum 
coal holdings limited and 
alexander forbes
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
alejandro santo domingo 
dávila 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 wnet channel 
thirteen and the wildlife 
conservation society
helen weir  
cbe fcma 
helen weir joined the board 
in 2011 she is group finance 
director of the john lewis 
partnership between 2008 
and 2011 she was group 
executive director – retail 
at lloyds banking group plc 
having originally joined lloyds 
as group finance director in 
2004 from 2000 until 2004 
she was group finance 
director of kingfisher plc and 
before that finance director of 
bq which she joined in 1995 
she spent her early career at 
unilever and mckinsey  co 
she has previously held a 
number of nonexecutive 
directorships including royal 
mail holdings and the city 
of london investment trust 
she is a member of the said 
business school advisory 
council and was previously 
a member of the accounting 
standards board she is a 
fellow of the chartered 
institute of management 
accountants 
howard willard  
ba hons mba
howard willard joined the 
board in 2009 as a nominee 
of altria group inc he is 
executive vice president and 
chief financial officer of altria 
group he also oversees the 
financial services business 
of philip morris capital 
corporation and the strategy 
and business development 
organisation prior to this he 
was executive vice president 
strategy and business 
development for altria 
additionally 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 
executive advisory council for 
the robins school of business 
at the university of richmond
alan clark  
ma dlitt et phil 
managing director 
sabmiller europe
alan 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
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 53 executive committee
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
norman adami  
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 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 chairman and 
managing director sab ltd 
president and chief executive 
officer miller brewing 
company and president and 
chief executive officer 
sabmiller americas he is an 
independent nonexecutive 
director of allied electronics 
corporation limited
mark bowman  
bcom mba 
managing director 
sabmiller africa 
mark bowman was appointed 
managing director of sabmiller 
africa in 2007  he joined 
sabmiller’s beer division in 
1993 and has held various 
senior positions in the group 
these include managing 
director of sabmiller’s polish 
subsidiary kompania 
piwowarska sa managing 
director of amalgamated 
beverage industries ltd abi 
now the soft drinks division 
of sab ltd and chairman 
of appletiser he is an 
independent nonexecutive 
director of tiger brands limited
sue clark  
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
she will become managing 
director of sabmiller europe 
in june 2012
she is a trustee of the clore 
social leadership programme
john davidson  
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 
john was the chairman for 
2010 and 2011 of the gc100 
group the association of 
general counsel and company 
secretaries of companies in the 
ftse 100
domenic de lorenzo  
bcom hons ca sa  
director corporate 
finance and development 
sabmiller plc 
domenic de lorenzo joined 
sabmiller’s corporate finance 
team in 1996 from ual 
investment bank in south 
africa he became director 
corporate finance and 
development for europe and 
the americas in 2000 and 
the director of the global team 
in 2010 
nick fell  
ba hons 
marketing director 
sabmiller plc 
nick fell was appointed 
marketing director sabmiller 
plc in 2006 prior to this 
he worked for cadbury 
schweppes plc as president 
global commercial strategy 
and also as director of 
marketing cadbury trebor 
bassett he previously worked 
for diageo plc for 15 years 
in a number of senior roles 
including global brands 
director johnnie walker 
and group marketing 
director guinness brewing
tony van kralingen  
ba hons 
director supply chain 
 human resources 
sabmiller plc 
tony van kralingen was 
appointed director supply 
chain  human resources for 
the sabmiller group in 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 plzenský 
prazdroj as and most 
recently chairman and 
managing director sab ltd 
in his current role he is 
accountable for group 
procurement technical and 
rd and human resources 
karl lippert  
meng mechanical 
president  
sabmiller latin america 
karl lippert was appointed 
president sabmiller latin 
america in 2011 he joined 
the group in 1992 and has 
extensive experience in the 
global brewing industry prior 
to his appointment as president 
of bavaria sa in colombia 
in 2006 karl was managing 
director of kompania 
piwowarska sa in poland 
and previously held senior 
positions as managing director 
of dreher in hungary sales 
and distribution director for 
sabmiller europe and various 
positions within sab ltd in 
south africa including general 
manager distribution services 
manager and operations 
manager
ari mervis 
bcom 
managing director 
sabmiller asia pacific and 
chief executive officer 
foster’s
ari mervis was appointed 
managing director asia pacific 
and chief executive officer of 
foster’s in 2011 having been 
managing director of sabmiller 
asia since 2007  he joined 
sab’s soft drinks division 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
54 sabmiller plc annual report 2012 the directors have pleasure in submitting their report to shareholders 
together with the audited annual financial statements for the year 
ended 31 march 2012
principal activities and business review
sabmiller plc is a holding company which has brewing and beverage 
interests across six continents our principal subsidiaries associates 
and joint ventures are listed in note 35 to the consolidated financial 
statements our principal activities are the manufacture distribution 
and sale of beverages
we are required by the companies act 2006 to produce a fair review 
of our business including a description of the principal risks and 
uncertainties we face our development and performance during the 
year and our position at the end of the year these are all covered in 
the business review on pages 1 to 44 of this annual report other key 
performance indicators and information relating to environmental 
matters employee matters and social and community issues required 
by the business review are set out in our sustainable development 
review and people section on pages 46 to 51 of this annual report
significant acquisitions disposals financing transactions 
investments and material developments during the year
in april 2011 we entered into a fiveyear us2500 million committed 
syndicated facility with the option of twoone year extensions this 
facility replaced our existing us2000 million and us600 million 
committed syndicated facilities which were both voluntarily cancelled
in may 2011 birra peroni agreed to sell its inhouse distribution 
business to the tuo group for cash consideration the disposal was 
completed in june 2011
also in may sabmiller africa bv agreed to sell its 20 shareholding 
in its associate kenya breweries limited kbl to east african 
breweries limited eabl subject to eabl disposing of its 20 
shareholding in sabmiller africa bv’s subsidiary tanzania breweries 
limited tbl by way of public offer through the daressalaam stock 
exchange sabmiller international bv also agreed to terminate a 
brewing and distribution agreement with kbl with kbl ceasing to 
distribute sabmiller’s brands in kenya pursuant to that agreement 
the group disposed of its 20 shareholding 12 effective economic 
interest in kbl in november 2011 for cash consideration of us205 
million sabmiller africa bv applied for all the shares offered in tbl 
but the offer was substantially oversubscribed and after priority 
applications were made to applicants who were tanzanian residents 
or east african residents sabmiller africa bv was allocated shares 
representing an additional 472 of tbl increasing its shareholding 
to 58 36 group effective economic interest
in june 2011 we announced a proposal to acquire foster’s group 
limited foster’s agreement was reached with the foster’s board 
in september 2011 for a recommended cash offer the acquisition via 
a scheme of arrangement was approved by the foster’s shareholders 
in december 2011 and subsequently implemented on 16 december 
2011 with the approval of the supreme court of victoria the cash 
consideration for the acquisition was us10598 million as part of 
the proposal to acquire foster’s we separately reached agreement 
with cocacola amatil limited to acquire its 50 share of our joint 
venture pacific beverages pty limited for cash consideration of 
us343 million and this acquisition was completed in january 2012
in september 2011 sabmiller holdings inc a wholly owned indirect 
subsidiary of sabmiller plc entered into a us12500 million 
committed syndicated facility to finance the acquisition of foster’s and 
related purposes the facility consisted of four tranches a us8000 
million oneyear term facility with the option of two sixmonth 
extensions a us2500 million threeyear term facility a us1000 
million fiveyear term facility and a us1000 million fiveyear revolving 
credit facility in december 2011 the group drew us7850 million 
under the oneyear term facility aud2000 million approximately 
us2021 million and us100 million under the threeyear term 
facility and us750 million under the fiveyear term facility the 
undrawn balance of those facilities was cancelled and the amount 
of the revolving credit facility was reduced to us500 million
in october 2011 we announced our proposed agreement with the 
anadolu group anadolu endüstri holding as ¸  yazıcılar holding  
as ¸  and özilhan sınai yatırım as ¸  and anadolu efes biracılık ve malt 
sanayii as ¸  ‘anadolu efes’ to form a strategic alliance for turkey 
russia cis central asia and the middle east the strategic alliance 
completed in march 2012 under which our russian and ukrainian 
beer businesses were contributed to anadolu efes in exchange for  
a 24 equity stake in the enlarged anadolu efes
in november and december 2011 two of our african subsidiaries 
zambian breweries plc in zambia and nile breweries ltd in uganda 
launched rights issues on closing of the rights issue in uganda our 
subsidiary’s interest increased by 27 to 998 group effective 
economic interest increasing from 60 to 62 the rights issue in 
zambia closed with our interest remaining unchanged group effective 
economic interest 54
with effect from 1 january 2012 together with castel we 
implemented a number of organisational changes in our african 
operations as part of our strategic alliance agreement we combined 
the operational management of our angolan businesses with the 
angolan businesses of our associate castel with all of the angolan 
businesses in which the group retains an associate interest being 
managed from that date by castel we acquired a 65 interest 
effective 33 interest in international breweries plc in nigeria 
from brasseries internationales holding ltd bih part of the castel 
group in exchange for cash and a dilution of our effective interests 
in our existing nigerian businesses pabod breweries ltd and 
voltic nigeria ltd 
also in january 2012 sabmiller holdings inc issued bonds to the 
value of us7000 million in four tranches us1000 million 185 
notes due january 2015 us2000 million 245 notes due january 
2017 us2500 million 375 notes due january 2022 and us1500 
million 4950 notes due january 2042 all guaranteed by sabmiller 
plc the proceeds of the bonds were used to repay us7000 million 
under the oneyear term facility
in the same month our subsidiary in mozambique cervejas de 
moçambique sarl launched a rights issue our interest on closing 
remained unchanged at 79 group effective economic interest 49 
in march 2012 sabmiller holdings inc repaid from existing cash 
resources the remaining us850 million balance outstanding on 
the oneyear term facility which was then cancelled
directors’ report
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 55 directors’ report continued
post balance sheet events
there are no material post balance sheet events
directors
the names and biographical details of the current directors are set 
out on pages 52 and 53 all the current directors served throughout 
the period except ms knox and ms weir who were both appointed 
to the board on 19 may 2011 and mr wilson who was appointed to 
the board on 21 july 2011 mr wyman served as a director until his 
retirement from the board on 21 july 2011 as detailed in our corporate 
governance report it is intended that mr kahn and mr pieterse will 
retire from the board at the conclusion of the 2012 annual general 
meeting and that dr clark will be proposed for election as a third 
executive director details of the interests in shares and options 
of the directors who held office during the year and any persons 
connected to them are set out in the directors’ remuneration 
report on pages 68 to 83
corporate governance
the directors’ approach to corporate governance and statements of 
our application of the uk corporate governance code are set out in 
the corporate governance report which forms part of this directors’ 
report on pages 59 to 67 and in the directors’ remuneration report 
on pages 68 to 83
share capital
during the year our issued ordinary share capital increased from 
1659040014 shares of 10 us cents each to 1664323483 shares 
of 10 us cents each as a result of the issue of 5283469 ordinary 
shares to satisfy the exercise of options granted under our share 
incentive plans details of which are shown in note 26 to the 
consolidated financial statements at 31 march 2012 we held 
a total of 72068338 ordinary shares in treasury
in addition we have had 50000 deferred shares of £1 each in issue 
since our incorporation in 1998 none were issued during the year
during the year 1406612 ordinary shares were purchased by the 
trustee on behalf of the employees’ benefit trust ebt at an average 
price of £2254 per share which amounted to 009 of the issued 
ordinary shares of the company in order to ensure that the ebt 
continued to hold sufficient ordinary shares to meet potential future 
obligations in respect of performance shares conditionally awarded 
under the performance share award schemes the total 
consideration paid amounted to £31697759
purchase of own shares
at the last annual general meeting shareholder authority was 
obtained for us to purchase our own shares up to a maximum of 
10 of the number of ordinary shares in issue as at 2 june 2011 
this authority is due to expire at the earlier of the next annual general 
meeting or 21 october 2012 and remains exercisable provided that 
certain conditions relating to the purchase are met the notice of 
annual general meeting proposes that shareholders approve a 
resolution updating and renewing the authority allowing us to 
purchase our own shares
we did not repurchase any shares during the year for the purpose 
of cancellation holding in treasury or for any other purpose
annual general meeting
our 2012 annual general meeting will be held at pennyhill park 
hotel london road bagshot surrey gu19 5eu uk at 1100am 
on thursday 26 july 2012 copies of the notice of this meeting may 
be obtained from our website
dividends
an interim dividend of 215 us cents per share was paid to 
shareholders on 9 december 2011 in respect of the year ended 
31 march 2012 details of the final dividend proposed by the board 
for the year ended 31 march 2012 are set out below
amount of final dividend proposed 
by the board
695 us cents per share
total proposed dividend for the 
year ended 31 march 2012
91 us cents per share
if approved the final dividend will be payable to shareholders on  
either section of the register on 10 august 2012 in the following way
dividend payable on 17 august 2012
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 3 august 2012 for shares  
traded on the jse limited  
south africa
8 august 2012 for shares  
traded on the london stock 
exchange lse
the rate of exchange for conversion from us dollars will be calculated 
on 25 july 2012 and published on the rns of the lse and the sens 
of the jse limited on 26 july 2012 
since the introduction on 1 april 2012 of a new dividend withholding 
tax in south africa dividends paid to shareholders registered on the 
rsa section of the register will unless a shareholder qualifies for an 
exemption be subject to a dividend withholding tax at a rate of 15 
the dividend withholding tax is only of direct application to shareholders 
registered on the rsa section of the register who should direct any 
questions about the application of the new dividend withholding tax to 
computershare investor services pty limited tel 27 11 3730004
note 9 to the consolidated financial statements discloses dividends waived
56 sabmiller plc annual report 2012 donations
during the year the group contributed us34 million to corporate 
social investment programmes of which us10367220 represented 
charitable donations of this amount charitable donations amounting 
to us170561 were made by sabmiller plc and our uk subsidiary 
miller brands uk limited both in the uk and overseas comprising 
donations in respect of community development health and 
education the environment and other causes
to support the democratic process in el salvador the group’s 
subsidiary industrias la constancia sa de cv made donations 
totalling us175000 allocated across all political parties participating 
in the legislative elections at a national level in accordance with rules 
laid down by the electoral authorities in addition it donated soft drinks 
to the value of us35000 to those parties for the benefit of volunteers 
assisting during the elections
it remains our policy not to make donations to political organisations 
in the european union other political donations are only made by 
exception and where permitted by local laws and must be consistent 
with building multiparty democracy 
ethical business conduct
the sabmiller code of business conduct and ethics sets out the high 
ethical standards with which all sabmiller employees are expected 
to comply and forms part of our wider programme of policies and 
procedures throughout the group for combatting bribery and 
corruption we are committed to conducting business in a way 
that is fair ethical and within the framework of applicable laws and 
regulations during the course of the year we reviewed our policies 
and procedures in light of the implementation of the uk bribery act 
related ‘adequate procedures’ guidance and developing corporate 
best practice and made a number of enhancements including the 
roll out of a new groupwide antibribery policy key aspects covered 
by our programme include amongst other matters our antibribery 
policy due diligence and other forms of assurance in relation to 
business partners training for our employees and monitoring 
and reporting mechanisms we offer independent confidential 
whistleblower hotlines in the countries in which we operate so that 
our employees can report any breach of our code including bribery 
fraud or corruption 
employment environmental and social policies
our aim is to be the employer of choice in each country in which our 
group companies operate to achieve this each operating company 
designs employment policies which attract retain and motivate 
the highest quality of staff we are committed to an active equal 
opportunities policy from recruitment and selection through training 
and development appraisal and promotion to retirement within 
the constraints of local law it is our policy to ensure that everyone is 
treated equally regardless of gender colour nationality ethnic origin 
race disability marital status sexual orientation religion or trade 
union affiliation we value the benefits of employing people of different 
races genders creeds and backgrounds if employees become 
disabled efforts are made to allow them to continue in their role or 
a suitable alternative role through making reasonable adjustments
we are committed to the 10 principles of the united nations global 
compact which sets out universally accepted principles in the 
areas of human rights labour the environment and anticorruption 
our website sets out these principles and our progress towards 
achieving them
we are committed to regular communication and consultation with 
our employees and we encourage employee involvement in our 
performance we have global distribution of real time news through 
our global intranet which is available to all of the group’s businesses 
to help inform employees about what is happening in our global 
operations further information is provided to employees at 
regional and country level by way of newsletters and electronic 
communication certain employees throughout the group are eligible 
to participate in the group’s share incentive plans
the sustainable development review on pages 46 to 49 gives an 
overview of the progress against our 10 sustainable development 
priorities and of the impact of our business on the environment more 
detailed information is provided in our sustainable development report 
2012 available on our website
research and development
to ensure improved overall operational effectiveness we place 
considerable emphasis on research and development in our global 
technical activities this enables us to develop new products 
packaging processes and manufacturing technologies continued 
progress was made in our research in the key areas of raw materials 
brewing flavour stability packaging materials and energy and water 
saving our total investment in research and development in the year 
under review was us7 million 2011 us7 million
payment of suppliers
our policy is to pay invoices in accordance with the terms of payment 
agreed in advance at the year end the amount we owed to trade 
creditors was equivalent to 494 days 2011 488 days of purchases 
from suppliers
overseas branches
sabmiller plc does not have any branches registered overseas
going concern and audit
page 84 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
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 57 directors’ report continued
substantial shareholdings
details of notifications received by the company in accordance 
with the disclosure and transparency rules as at 8 june 2012 and 
of persons with significant direct or indirect holdings known to the 
company at the year end are set out in the ordinary shareholding 
analyses on page 182 of this annual report
financial instruments
information on our financial risk management objectives and policies 
and details of our exposure to price risk credit risk liquidity risk 
and cash flow risk are contained in note 23 to the consolidated 
financial statements
other disclosures required by the companies act and the 
disclosure and transparency rules
we do not have any contractual or other arrangements that individually 
are essential to the business of the company or the group as a whole
the structure of our share capital including the rights and obligations 
attaching to each class of share and the percentage of the share 
capital that each class of share comprises is set out in note 26 to 
the consolidated financial statements there are no securities of 
the company that grant the holder special control rights
at 31 march 2012 our employees’ benefit trusts held 5941686 
ordinary shares in the company by agreement with the company 
voting rights attached to these shares are not exercised unless shares 
are beneficially owned by a participant and that participant has 
instructed the underlying shareholder to vote as at 31 march 2012 
there were no beneficially held shares in our employees’ benefit trusts
the directors are responsible for the management of the business of 
the company and may exercise all the powers of the company subject 
to the articles of association and relevant statutes powers of the 
directors relating to the issuing and buying back of shares are set out 
in the articles of association these powers are subject to renewal by 
our shareholders each year at the annual general meeting
our articles of association give the board of directors power to 
appoint directors the articles of association may be amended 
by special resolution of the shareholders directors appointed by 
the board are required to submit themselves for election by the 
shareholders at the next annual general meeting additionally as 
disclosed in the corporate governance report on pages 59 to 67 
altria group inc altria and bevco ltd bevco have power under 
their respective relationship agreements with the company to 
nominate directors for appointment to the board and certain 
committees these relationship agreements also regulate processes 
applicable in relation to the acquisition or disposal of shares by altria 
and bevco
we have a number of facility agreements with banks which contain 
provisions giving rights to the banks upon a change of control of 
the company a change of control of the company would also give 
the cocacola company certain rights under its bottling agreements 
with various subsidiaries of the company and in certain limited 
circumstances may give china resources enterprise limited the 
ability to exercise certain rights under a shareholders agreement in 
relation to the company’s associate cr snow a change of control 
may also give the molson coors brewing company the ability to 
exercise certain rights under the millercoors operating agreement 
and would result in certain minority protection rights contained in our 
relationship agreement with the anadolu group and anadolu efes 
ceasing to apply
the company does not have any agreements with any director 
or officer that would provide compensation for loss of office 
or employment resulting from a takeover
our articles of association allow directors in their absolute discretion 
to refuse to register the transfer of a share in 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 our shares from taking place on an open and 
proper basis the board 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 our register 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 our 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
unless the directors otherwise determine no shareholder is entitled in 
respect of any share held by them to vote either personally or by proxy 
at a shareholders’ meeting or to exercise any other right conferred by 
membership in relation to shareholders’ meetings if any call or other 
sum presently payable by them to the company in respect of that 
share remains unpaid in addition no shareholder will be entitled 
to vote if they have been served with a notice after failing to provide 
the company with information concerning interests in those shares 
required to be provided under section 793 of the companies act 
2006 restrictions on the rights of the holders of convertible shares 
and deferred shares are set out in note 26 to the consolidated 
financial statements although there are no convertible shares 
currently in issue
votes may be exercised in person by proxy or in relation to corporate 
members by a corporate representative the deadline for delivering 
proxy forms is 48 hours before the time for holding the meeting
john davidson
general counsel and group company secretary
for and on behalf of the board of sabmiller plc
11 june 2012
58 sabmiller plc annual report 2012 corporate governance
introduction 
this report describes the directors’ approach to corporate governance 
and how the board applies the uk corporate governance code 
the directors are committed to maintaining the highest standards 
of corporate governance which they believe are fundamental to 
discharging their stewardship responsibilities in his statement on 
pages 7 to 11 of the annual report the chairman reports personally 
on how we apply the principles of the code relating to the role and 
effectiveness of the board 
application of the uk corporate governance code
the board applied all of the principles and provisions of the code 
throughout the year ended 31 march 2012 except that the audit 
committee did not consist solely of independent directors under our 
relationship agreement as approved by shareholders in 2002 and in 
2005 altria group inc altria has the right to nominate a director to 
the audit committee and has nominated mr devitre whom the board 
does not consider to be an independent director for the purposes of 
the code
the board nevertheless considers that the composition of the 
audit committee remains appropriate given altria’s interest as the 
company’s largest shareholder and is satisfied that having regard 
to the experience and background in financial matters of mr devitre 
as a former chief financial officer of altria the independence and 
effectiveness of the audit committee in discharging its functions 
in terms of the code continue to be considerably enhanced and 
not in the least compromised
in april 2012 we announced a number of changes to the board 
which will take place at the 2012 annual general meeting including 
the retirement of mr kahn as chairman the appointment of mr mackay 
as executive chairman for an interim period of one year and the 
appointment of dr clark as an executive director and as chief 
operating officer with the intention that he will succeed mr mackay 
as chief executive at the end of that interim period when mr mackay 
will become nonexecutive chairman
the code recommends that a chief executive should not go on to be 
chairman of the same company and that when exceptionally a board 
decides that a chief executive should become chairman the board 
should consult major shareholders in advance and should set out its 
reasons to shareholders the code also recommends that the roles 
of chairman and chief executive should not be exercised by the 
same individual and that the division of responsibilities between the 
chairman and chief executive should be clearly established set out 
in writing and agreed by the board upon announcement of the 
proposed changes the board wrote to all shareholders explaining 
the process that had been followed and setting out the reasons for 
these appointments 
before concluding that these appointments were in the best interests 
of the company and would promote the success of sabmiller for the 
benefit of shareholders as a whole the board considered carefully the 
requirements of the position of chairman in the context of the group’s 
size and geographical spread the board recognised the need for 
a chairman who would be able to commit himself fully to the role 
and provide stability and continuity for a number of years and that 
the candidate would need a wide range of skills and expertise 
the nomination committee came to the unanimous conclusion that 
mr mackay was the outstanding candidate for the position and the 
decision to nominate him received the unanimous support of the 
directors and the strong backing of our two major shareholders altria 
and bevco ltd a holding company of the santo domingo group and 
was made after discussion with representatives of major institutional 
shareholders the decision to appoint dr clark as chief operating 
officer to facilitate a staged handover of responsibilities recognises 
the complexities of our global business and our many significant 
external relationships and partnerships 
the board also considered carefully whether it would be appropriate 
to appoint an interim chairman for 12 months before mr mackay 
becomes nonexecutive chairman but concluded this would not be in 
the best interests of the company or its shareholders as it would not 
provide the appropriate continuity of strategic direction and oversight 
that the group requires 
any risk of an overconcentration of decision making powers in one 
person will be mitigated by the formal appointment of mr manser as 
deputy chairman the fact that mr mackay’s appointment as executive 
chairman is for a predetermined and limited period of one year and 
the proposed appointment of dr clark as a third executive director it is 
also the board’s intention now to begin the process of recruiting a new 
independent nonexecutive director with the expectation that in due 
course he or she could become the senior independent director in 
succession to mr manser 
leadership and effectiveness
board of directors composition independence and renewal
composition
the board currently consists of the chairman mr kahn nine 
independent nonexecutive directors including mr manser the 
senior independent director five nonexecutive directors who are not 
considered to be independent and two executive directors mr mackay 
the chief executive and mr wilson the chief financial officer short 
biographies of each of the directors are on pages 52 and 53
the size and certain aspects of the composition of the board and of 
the audit nomination and corporate accountability and risk assurance 
committees continue to be determined in part by the terms of our 
relationship agreements with altria and with bevco 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 nominated by the 
board the agreement with bevco allows bevco to nominate up 
to two nonexecutive directors for appointment to the board
as was the case last year the number of directors on the board 
currently exceeds the number permitted under our agreement with 
altria if dr clark is elected by shareholders at the forthcoming annual 
general meeting on 26 july 2012 the board will have three executive 
directors which also exceeds the number contemplated by our 
agreement altria has given its consent to these changes in order 
to facilitate the progressive renewal of the board and the broadening 
of the diversity of background gender and experience at board level 
and to enable the board’s agreed executive succession planning to 
be implemented the board is grateful to altria for its agreement to 
permit the maximum number of directors and executive directors 
allowed under the relationship agreement to be exceeded for the 
time being and also for its agreement that the board should begin 
the process of recruiting a new independent director on the 
understanding that in the absence of unforeseen circumstances 
the size of the board will gradually be reduced over the next two 
years to restore the number of directors to that envisaged by the 
agreement while still applying the provision of the code that at least 
half of the directors excluding the chairman should be independent 
nonexecutive directors 
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 although neither altria nor 
bevco currently exercise this right and altria has exercised its right 
to nominate one director for appointment to the audit committee
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 59 corporate governance continued
independence 
the board considers nine directors – mr armour ms knox mr manser 
mr manzoni mr morland dr moyo mr pieterse mr ramaphosa and 
ms weir – to be independent for the purposes of the code the board 
considers five nonexecutive directors not to be independent for the 
purposes of the code mr bible mr devitre and mr willard as they are 
nominees of altria the company’s largest shareholder and mr santo 
domingo and mr pérez as they are nominees of the santo domingo 
group the company’s second largest shareholder the test of 
independence under the code does not apply in relation to the 
chairman mr kahn
if a director has served for a period of nine years or more the code 
requires the board to consider whether that director continues to be 
independent in respect of each of the 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 therefore considered specifically 
whether their length of service has compromised their independence 
in each case the board has determined that the director concerned 
remains independent in character and judgement and that there are 
no relationships or circumstances which are likely to affect or could 
appear to affect his judgement and that the independence of 
character and judgement of each of the directors concerned is not 
in any way affected or impaired by length of service the board has 
also conducted a rigorous review of the performance of mr manser 
mr morland and mr ramaphosa and considers that each of these 
directors continues to bring invaluable integrity wisdom and 
experience to the board and to contribute positively to board and 
committee deliberations the board is therefore entirely satisfied 
as to the performance and continued independence of judgement 
of each of these directors 
progressive renewal of the board
the board continues to believe that its overall composition remains 
appropriate having regard in particular to the independence of 
character and integrity of all of its directors and the experience 
and skills which they bring to their duties
it is now 13 years since the company listed on the london stock 
exchange and sabmiller has been fortunate to retain the services 
of several distinguished nonexecutive directors – the chairman 
mr bible 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 
nevertheless the directors are committed to the progressive refreshment 
of the board in terms of age gender and balance of skills with the 
appointment of five new independent nonexecutive directors over 
the past four years including the appointment of two new independent 
nonexecutive directors during the year ended 31 march 2012 with 
ms knox and ms weir both joining our board in may 2011 in line with 
our continuing commitment to this policy it is the board’s intention now 
to begin the process of recruiting a new independent nonexecutive 
director with the expectation that in due course he or she could become 
the senior independent director in succession to mr manser
mr wilson was elected as a director and appointed as chief financial 
officer in july succeeding mr wyman who retired at the july 2011 
annual general meeting
in april 2012 we announced that mr pieterse had elected to retire 
and would not offer himself for reelection at the 2012 annual general 
meeting although his decision was accepted with sadness the group 
will continue to benefit from mr pieterse’s knowledge and experience 
on grolsch’s supervisory board
also in april as detailed above we announced the retirement of 
mr kahn and the consequent succession plans
the code recommends that all directors should stand for annual 
reelection and the board has decided that all directors save those 
who are retiring should stand for reelection at the next annual 
general meeting
directors’ attendance 1 april 2011 to 31 march 2012 and committee memberships
independent
board audit remuneration nomination carac agm
attended possible attended possible attended possible attended possible attended possible attended
j m kahn na 7 7 1 1 2 2 y
e a g mackay na 7 7 2 2 y
m i wyman na 3 3 y
j s wilson na 4 4 2 2 na
m h armour yes 7 7 4 4 3 3 y
g c bible no 7 7 1 1 y
d s devitre no 7 7 4 4 y
l m s knox yes 4 5 2 3 2 2 y
p j manser yes 6 7 4 4 3 3 1 1 2 2 y
j a manzoni yes 6 7 3 3 1 1 2 2 y
m q morland yes 7 7 4 4 3 3 1 1 y
d f moyo yes 5 7 1 2 y
c a pérez dávila no 6 7 y
r pieterse yes 7 7 2 2 y
m c ramaphosa yes 6 7 1 1 1 2 y
a santo domingo dávila no 7 7 1 1 y
h a weir yes 5 5 2 3 y
h a willard no 6 7 y
mr manser was unable to attend the board meeting in april 2011 the date 
of that meeting was moved from that originally scheduled and he had a 
longstanding prior commitment on the rearranged date
ms knox was unable to attend the board and audit committee meetings 
in september 2011 because of an overseas commitment which had been 
arranged before her appointment to the board
ms weir was unable to attend the audit committee meeting in september 2011 
because of a prior commitment which had been arranged before her 
appointment to the board
messrs manzoni and pérez and dr moyo were unable to attend an additional 
board meeting held in october 2011 which was called on short notice to 
consider our alliance with anadolu efes
dr moyo was unable to attend the board and carac meetings in february 2012 
because of an overseas commitment
mr ramaphosa was unable to attend the board meeting in may 2011 and the 
carac meeting in february 2012 because of other business commitments 
mr willard was unable to attend the board meeting in february 2012 because 
of commitments in his new role as chief financial officer of altria
60 sabmiller plc annual report 2012 the board considers there is an appropriate balance of skills 
collective experience independence knowledge and gender 
among the nonexecutive directors to enable them to discharge 
their respective duties and responsibilities effectively
how the board operates
board meetings and attendance
during the year there were seven board meetings individual directors’ 
attendance at board and committee meetings and at the annual 
general meeting is set out in the table opposite all directors attended 
the annual general meeting in the few instances where a director has 
not been able to attend a board or committee meeting any comments 
which they have had on the matters to be considered at that meeting 
have been given in advance to the chairman of the meeting
operation of the board
the board sets the strategic objectives of the group determines 
investment policies agrees on performance criteria and delegates 
to management the detailed planning and implementation of those 
objectives and policies in accordance with appropriate risk 
parameters the board monitors compliance with policies and 
achievement against objectives by holding management accountable 
for its activities through monthly and quarterly performance reporting 
and budget updates in addition members of the executive committee 
the executive directors the divisional managing directors and the 
directors of key group functions corporate affairs corporate finance 
and development legal marketing and supply chain and human 
resources make regular presentations to the board enabling 
directors to explore and interrogate 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
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 sustainability and environmental policies 
and treasury policies
the board governs through clearly mandated board committees 
accompanied by monitoring and reporting systems each standing 
board committee has 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 all committee chairmen report orally on the 
proceedings of their committees at the next meeting of the board and 
the minutes of the meetings of all board committees are included in 
the papers distributed to all board members in advance of the next 
board meeting
conflicts of interest
the directors are required to avoid situations where they have 
or can have a direct or indirect interest that conflicts or possibly 
may conflict with the company’s interests in accordance with 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 potential conflicts and for 
the appropriate authorisation to be sought if a conflict arises these 
procedures continue to operate effectively there were no actual or 
potential conflicts of interest which were required to be authorised 
by the board during the year ended 31 march 2012
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
information and training
the company secretary is responsible for advising the board through 
the chairman on matters of corporate governance the board and 
its committees are supplied with full and timely information including 
detailed financial information to enable directors to discharge their 
responsibilities and the committees are provided with sufficient 
resources to undertake their duties all directors have access to the 
advice of the company secretary independent professional advice 
is also available to directors in appropriate circumstances at the 
company’s expense none of the directors has sought independent 
external advice through the company 
following the appointment of new directors to the board directors 
are briefed on the duties they owe to the company as directors and 
tailored induction programmes are arranged which involve industry
specific training and include visits to the group’s businesses and 
meetings with senior management as appropriate new directors are 
briefed on internal controls at head office and business unit level and 
are advised of the legal and other duties they have as directors of a 
listed company as well as on relevant company policies and 
governancerelated matters 
the company is committed to the continuing development of directors 
in order that they may build on their expertise and develop an ever 
more detailed understanding of the business and the markets in 
which group companies operate members of board committees 
are encouraged to attend internal and external briefings and courses 
on aspects of their respective committee specialisms and regular 
updates on relevant legal regulatory corporate governance and 
technical developments are presented to committee members at 
each meeting and as appropriate to the full board the chairman 
considers the training and development needs of the board and 
discusses these with the respective directors as necessary 
outside appointments
nonexecutive directors may serve on a number of other boards 
provided that they continue to demonstrate the requisite commitment 
to discharge effectively their duties to sabmiller the chairman and 
the nomination committee keep under review the extent of directors’ 
other interests to ensure that the effectiveness of the board is not 
compromised by the extent of their external commitments the board 
is satisfied that the chairman and each of the nonexecutive directors 
commit sufficient time to their duties as chairman and directors of the 
company respectively and the nonexecutive directors have 
confirmed that they have sufficient time to fulfil their respective 
obligations to the company
the board believes in principle in the benefit to the company 
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 subject to the agreement of the board executive 
directors and members of the executive committee are permitted to 
accept external nonexecutive board appointments and to retain any 
fees received from such appointments
mr mackay is a nonexecutive director of reckitt benckiser 
group plc and is the senior independent director and a member 
of its remuneration committee 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 is 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 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 61 corporate governance continued 
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
fees earned by mr mackay from these appointments are set out 
in the directors’ remuneration report
chairman chief executive and senior independent director
the roles of chairman and chief executive are separate with 
responsibilities divided between them as 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 
as noted in the introduction to this report and in the chairman’s 
statement on pages 7 to 11 mr kahn will retire at the forthcoming 
annual general meeting mr mackay will be appointed as executive 
chairman for one year and dr clark will be appointed as chief 
operating officer for an interim period it is intended that at the 
annual general meeting in 2013 mr mackay will become non
executive chairman and dr clark will become the chief executive 
in his place job specifications for the executive chairman and the 
chief operating officer setting out clearly their respective authorities 
and responsibilities have been agreed by the board and the directors 
are confident that mr mackay and dr clark will continue to work 
closely and effectively together both during the transitional year and 
thereafter as noted any risk of an overconcentration of decision 
making powers in one person will be mitigated by the formal 
appointment of mr manser the senior independent director 
as deputy chairman by the fact that the interim appointment of 
mr mackay as executive chairman is for a predetermined and limited 
period of one year and by the proposed appointment of dr clark as 
a third executive director it is also the board’s intention now to begin 
the process of recruiting a new independent nonexecutive director 
with the expectation that in due course he or she could become the 
senior independent director in succession to mr manser
mr manser chairs or serves on all four main committees of the 
board and is therefore well placed to influence the governance of the 
company and to meet his responsibilities as deputy chairman and 
senior independent director he serves as an additional contact 
point for shareholders and is also available to fellow nonexecutive 
directors either individually or collectively to discuss any matters 
of concern in a forum that does not include executive directors or 
other members of the management team
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 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 investor bodies and analysts in the year under review 
the chairman hosted a meeting of the nonexecutive directors 
without the executive directors being 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
board committee and director performance evaluation
a formal and rigorous evaluation of the performance and effectiveness 
of the board and its principal committees is carried out each year led 
by the chairman with input from the senior independent director and 
in consultation with other directors and the company secretary given 
the imminent directorate changes it was not considered appropriate 
to carry out an externally facilitated performance evaluation for the 
year under review 
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 
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 and its standing and ad hoc subcommittees continued to 
operate effectively and to meet in full their obligations to support 
management to monitor performance and to maintain the board’s 
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 present 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 effectively their duties under their respective 
terms of reference
the results of the performance and effectiveness assessment process 
as outlined above were reviewed in full and approved by the board 
matters identified as requiring further consideration have been 
addressed and in particular additional time continues to be made 
available in the board’s agenda for focus on strategic matters by 
holding an ‘away day’ dedicated to strategy
all directors except for those who are retiring will be standing for 
reelection at this year’s annual general meeting the chairman 
confirms that each of the existing directors offering themselves 
for election or reelection continues to perform effectively and to 
demonstrate commitment to their role in particular the chairman 
confirms that in relation to each of the nonexecutive 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 the test of independence does 
not apply to mr bible 
the board unanimously recommends to shareholders the election 
of dr clark as a director in consequence of his appointment as chief 
operating officer the board believes that dr clark is ideally qualified 
to succeed mr mackay he has 22 years’ experience with the group 
and has been a member of the executive committee since 2003 when 
he was appointed as managing director of sabmiller europe
biographical details of all directors and of dr clark are included 
on pages 52 and 53
62 sabmiller plc annual report 2012 retirement of directors
the company’s articles of association require that new directors 
are appointment and directors are subject to retirement and 
reelection by shareholders every three years the reappointment 
of nonexecutive directors is not automatic however the board 
has determined that all directors will stand for reelection annually 
independent nonexecutive directors who have served for nine years 
will only be asked to stand for reelection if the board remains satisfied 
both with the director’s performance and that nine years’ continuous 
service does not compromise the director’s continuing independence
the company secretary
the company secretary acts as secretary to the board and its 
committees and he attended all meetings during the year under review
the board’s committees and the executive committee
the executive committee
the board delegates responsibility for 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 after consultation with the board the other members of 
excom are the chief financial officer the divisional managing 
directors and the directors of key group functions corporate affairs 
corporate finance and development legal marketing and supply chain 
and human resources excom’s purpose is to support the chief 
executive in carrying out the duties delegated to him by the board 
and in that context excom 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
the audit committee
during the year under review the audit committee was chaired by 
mr manser chairman since 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 52
mr morland mr devitre and mr armour served on the committee 
throughout the year mr morland has been a member of the 
committee since 13 april 1999 mr devitre since 16 may 2007 and 
mr armour since 1 may 2010 ms knox and ms weir were appointed 
to the committee on 19 may 2011 the chairman has recent and 
relevant financial experience as do mr devitre having until 31 march 
2008 held the position of chief financial officer of altria and the other 
members of the committee mr armour is 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 from 
july 2012 he will be appointed to the board of the financial reporting 
council ms knox has had a successful career in investment banking 
and asset management and has served in a wide range of non
executive director positions including having been a member and a 
chairman of a number of audit committees ms weir is group finance 
director of the john lewis partnership and was until may 2011 an 
executive director of lloyds banking group plc including four years 
as group finance director 
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
•	 the annual financial statements and the preliminary results 
announcement for the year ended 31 march 2011 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 results announcement 
for the six months ended 30 september 2011
•	 areas of significance in the preparation of the financial statements 
including exceptional items impairment reviews tax provisions and 
the treatment of costs relating to the group’s business capability 
programme
•	 governance and controls in relation to the business capability 
programme
•	 reports from the external auditors on the annual and interim 
financial statements the approval of the audit plan and fee proposal 
for the 2012 yearend 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 of the chief 
internal auditor
•	 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
•	 revisions to treasury policies and compliance with risk limits
•	 material legal developments
•	 whistleblowing systems in place within the group and material 
whistleblowing reports
•	 the effectiveness of the external auditors and the recommendation 
to the board of the reappointment of pricewaterhousecoopers llp 
as the external auditors
•	 the policy on auditor independence and nonaudit services 
and consideration of the nature scope and appropriateness 
of nonaudit services supplied by the external auditors 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 finance control and assurance committees are also 
available to the audit committee during the year the chairman 
of the committee met at least once with the external auditors and 
with the chief internal auditor without management being present
the nomination committee
during the year the nomination committee was chaired by mr kahn 
mr bible mr manser mr manzoni mr morland mr ramaphosa and 
mr santo domingo were members of this committee throughout the 
year the committee considers the composition of the board and 
its committees the retirement appointment and replacement of 
directors and makes appropriate recommendations to the board
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 63 corporate governance continued
the nomination committee has continued to evaluate the balance of 
skills knowledge and experience of the board and remains committed 
to the progressive renewal of the board through orderly succession 
where vacancies arise they prepare a description of the role and 
capabilities required for the appointment appropriate succession 
plans for the nonexecutive directors for the executive directors 
and for senior management were also kept under close review 
the committee is conscious of the need for due regard to be given 
to diversity when considering appointments to the board five of the 
last seven independent nonexecutive directors to be appointed by 
the board were women and currently onethird of the company’s 
independent nonexecutive directors are women and the committee 
therefore believes that the company is well positioned in terms of the 
future balance of the board
where nonexecutive vacancies arise the committee may use the 
services of external consultants in order to identify suitable candidates 
for the board to consider in relation to the most recent nonexecutive 
board appointments an external search firm was retained and 
produced a strong list of candidates who were then shortlisted for 
consideration by the nomination committee on the basis of their 
relevant corporate or professional skills and experience from which 
ms knox and ms weir were appointed in may 2011 
an external search firm was not used in relation to the appointment 
of mr mackay as executive chairman or dr clark as chief operating 
officer the process followed in connection with these appointments 
is described above mr manser chaired the nomination committee 
during its deliberations on the appointment of mr mackay as the 
successor to mr kahn as chairman 
the remuneration committee
during the year the remuneration committee consisted entirely 
of independent directors mr morland chairman mr armour 
mr manzoni and mr manser ms knox was appointed to the 
remuneration committee with effect from 19 may 2011
the committee is responsible for the assessment and approval of 
a broad remuneration strategy for the group and for the operation 
of the company’s sharebased incentive plans this includes 
determination of shortterm and longterm incentives for executives 
across the group and the committee is empowered by the board to 
set shortterm and longterm remuneration for the executive directors 
and members of the executive committee 
the remuneration committee has implemented its strategy of ensuring 
that employees and executives are rewarded for their contribution to 
the group’s operating and 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 engages other 
consultants on a project basis
specifically during the year the work of the remuneration committee 
included
•	 reviewing trends in global executive remuneration and governance
•	 reviewing the key elements and design of the group’s longterm 
incentive schemes including peer comparator group composition
•	 reviewing global 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 and other senior employees 
•	 reviewing executive director shareholding guidelines
•	 reviewing and approving total remuneration for the executive 
directors and executive committee members 
•	 determining the appropriate remuneration for the newly appointed 
executive director mr wilson as chief financial officer and excom 
member mr de lorenzo as director of corporate finance and 
development and
•	 reviewing and approving the directors’ remuneration report and 
recommending it to the board
more details of the company’s remuneration policy and the work 
of the remuneration committee can be found in the directors’ 
remuneration report on pages 68 to 83
the corporate accountability and risk assurance 
committee carac
dr moyo chaired the committee throughout the year mr kahn 
mr mackay mr manser mr manzoni mr pieterse and mr ramaphosa 
served as members for the entire period mr willard who has served 
the committee since september 2009 stepped down from the 
committee on 7 september 2011 as a result of new commitments 
in his role as chief financial officer of altria mr wyman ceased to be 
a member of the committee on his retirement from the board in july 
2011 and was replaced by mr wilson mr pieterse will cease to be a 
member of the committee on his retirement in july 2012 and mr bible 
will join the committee 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 the committee 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 committee continued to focus on company
specific and industry issues which are critical to protecting the 
company’s licence to operate
the disclosure committee
the disclosure committee consists of the chairman the chief 
executive the chief financial officer the senior independent 
director and the general counsel and company secretary or 
the deputy company secretary the function of the disclosure 
committee in accordance with the group’s inside information policy 
is to meet as and when required in order to assure compliance with 
the disclosure and transparency rules and the listing rules as 
guided by the general counsel and to ensure that the routes of 
communication between excom members the disclosure committee 
the general counsel’s office the company secretarial office and 
investor relations are clear and provide for rapid escalation to the 
disclosure committee and key advisers and the board of any 
decision regarding potential inside information so that the company 
is able to comply fully with its continuing obligations under the 
disclosure and transparency rules and the listing rules 
64 sabmiller plc annual report 2012 accountability
the audit committee
a description of the composition scope of responsibilities and work 
undertaken by the audit committee during the year is included in the 
section dealing with the board and its committees
relationship with auditors
pricewaterhousecoopers were appointed as 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 their nonaudit services has not impaired their independence as 
auditors 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 corporate finance 
transactions taxation and our major business capability programme
in december 2010 the frc issued revised guidance on audit 
committees as part of the new uk corporate governance code 
and as a consequence the audit committee reviewed and revised 
the group’s policy on auditor independence and nonaudit services 
a new policy was adopted with effect from 1 april 2011 which 
classifies all nonaudit services into audit related services being 
those services which are effectively required by law or regulation 
and other nonaudit services and provides that engagements for 
other nonaudit services are subject to formal preapproval limits 
either by the full audit committee or by the chairman of the audit 
committee depending on the quantum and that all requests for 
approval be accompanied by a detailed justification as to why the 
appointment of the external auditors to provide the services is in the 
best interests of the company and how auditor independence is 
proposed to be safeguarded in connection with the provision of those 
services in the instances where approval was sought for the auditors 
to provide nonaudit services the committee concluded that the 
auditors’ detailed understanding of our group and ability to deliver 
services in a timely fashion provided a costeffective method of 
delivery without compromising auditor independence 
the committee has 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
risk management
the group’s risk management system is subject to regular review to 
ensure compliance with the code and the turnbull guidance 2005 
on internal control and risk management
risk and the board of directors
the directors are ultimately responsible for the group’s risk 
management system and for reviewing its effectiveness there is a 
regular schedule for the board to consider the group’s significant risks 
and mitigating actions the risk management system is designed to 
manage rather than eliminate the risk of failure to achieve business 
objectives and there is 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 22 and 23
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 reviews on the 
effectiveness of the risk management system were carried out by 
excom as the risk management committee in april and october 2011 
and in april 2012
enterprisewide risk management
excom views the careful and appropriate management of risk as a key 
management role managing business risk to deliver opportunities is 
a key element of all our business activities and is undertaken using 
a practical and flexible framework which provides a consistent and 
sustained approach to risk evaluation business risks which may 
be strategic operational financial or environmental or concern the 
group’s reputation are understood and visible the business context 
determines in each situation the level of acceptable risk and controls 
the group continues 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 was 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 and 
this process of gradual refinement and strengthening has continued 
during this year
key reports include those that identify assess and monitor strategic 
and operational risks in each division and on a group basis
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 65 corporate governance continued 
internal control
the turnbull guidance recommends internal control practices for 
uk listed companies to assist them in assessing the application of 
the code’s principles and compliance with the code’s provisions with 
regard to internal control
the group’s systems of internal control are designed and operated 
to support the identification evaluation and management of risks 
affecting the group these include controls in relation to the financial 
reporting process and the preparation of consolidated accounts but 
extend across all areas of operations they are subject to continuous 
review as circumstances change and new risks emerge
key features of the systems of internal control are
•	 the risk management system described 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
•	 minimisation of operating risk by using appropriate infrastructure 
controls systems and people throughout the businesses 
•	 business continuity planning including preventative and 
contingency measures backup capabilities and the purchase 
of insurance
•	 the company has maintained a state of readiness for compliance 
with s404 of the sarbanesoxley act through the identification and 
testing of key financial controls under its internal financial control 
ifc programme this is a voluntary initiative and has led to a 
further strengthening of internal control systems and processes 
within the group
•	 key policies employed in managing operating risk involve 
segregation of duties transaction authorisation monitoring 
financial and managerial review and comprehensive reporting 
and analysis against approved standards and budgets
•	 a treasury operating framework which establishes policies and 
manages liquidity and financial risks including foreign exchange 
interest rate and counterparty exposures and incorporates central 
and regional treasury committees that monitor these activities and 
compliance with the policies treasury policies risk limits and 
monitoring procedures are reviewed regularly by the audit 
committee on behalf of the board and
•	 a group tax risk and tax operating framework which forms the basis 
of tax governance across the group and is managed by the group 
tax function which monitors tax risk and implements strategies and 
procedures to control it
assurance on compliance with systems of internal control and on 
their effectiveness is obtained through regular management reviews 
reviews of key financial controls internal audit reviews and quality 
assurance 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 in relation to the group’s associated undertakings or joint 
ventures these matters are reviewed at the level of the associates’ 
or joint ventures’ boards or other governing committees
at the half year and at the year end the divisional managing directors 
and finance directors of all the group’s operations each of the 
group’s functional directors corporate affairs corporate finance and 
development legal marketing and supply chain and human resources 
and each of the direct reports to the chief financial officer are 
required to submit to the company secretary on behalf of the board 
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 and 
cover all subsidiary companies as well as millercoors and tsogo 
sun holdings limited 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
foster’s group limited foster’s became part of the group during the 
second half of the year under review foster’s was a listed company 
until shortly after its acquisition and was required to comply with 
relevant regulatory and corporate governance requirements applicable 
to companies listed on the australian securities exchange as part of 
the integration of the foster’s group of companies into the sabmiller 
group work is under way to embed systems controls and procedures 
to bring them into full alignment with those in place throughout the 
rest of the group
the board with advice from the audit committee has completed its 
annual review of the effectiveness of the system of internal control and 
risk management for the period since 1 april 2011 in accordance with 
the turnbull guidance
internal audit
the global internal audit function consists of the group internal audit 
team led by the chief internal auditor plus regional and country 
audit functions that operate in each of the group’s principal areas 
of business the regional and country functions are centrally 
coordinated by the group internal audit team the country internal 
audit functions report to local senior finance management but have 
direct access and accountability to local audit committees the 
regional heads of internal audit and the chief internal auditor
internal audit activities all of which are riskbased are performed by 
teams of appropriate qualified and experienced employees third 
parties may be engaged to support audit work as appropriate the 
chief internal auditor who reports functionally to the chief financial 
officer and who has regular meetings with the chairman of the audit 
committee 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 uses a standardised groupwide 
internal audit methodology which is in compliance with the 
‘international standards for the professional practice of internal 
auditing’ of the institute of internal auditors the function operates 
a formal global quality assurance and effectiveness programme 
accordingly detailed quality review assessments are performed 
with regard to the regional and country internal audit teams to ensure 
compliance with 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 a periodic review 
of internal audit is undertaken by an independent external 
consultant in accordance with the requirements of the institute 
of internal auditors
66 sabmiller plc annual report 2012 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
whistleblowing measures
all employees in subsidiaries within the group have the opportunity 
to make confidential disclosures about suspected impropriety or 
wrongdoing the company secretary or the deputy company 
secretary in consultation with the chief internal auditor if appropriate 
decides on the appropriate method and level of investigation the 
audit committee is 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 
remuneration
a description of the composition terms of reference and scope of 
responsibilities and work undertaken by the remuneration committee 
during the year is included in the section dealing with the 
board’s committees 
a detailed description of the company’s remuneration policies is 
included in the directors’ remuneration report on pages 68 to 83 
of this annual report 
relations with shareholders 
all shareholders were again encouraged to attend the annual general 
meeting held in july 2011 which provided shareholders with the 
opportunity to ask questions of the board and chairmen of all the 
board committees at the meeting all resolutions were put to a vote 
on a poll with the results being published on the company’s website 
and on the london and johannesburg stock exchange news services 
as the geographic spread of shareholders inevitably means that not 
every shareholder can attend a meeting in the uk a video film and a 
full transcript of the proceedings of the meeting were published on the 
company’s website similar arrangements are planned for the 
forthcoming annual general meeting 
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 dialogue on sustainable 
developments and socially responsible investment matters is handled 
by the group head of sustainable development who undertakes 
focused meetings with interested investors and stakeholders
in addition to scheduled managementled programmes in which 
executives interact with investors and analysts the chairman annually 
contacts all shareholders or their representatives holding more than 
1 of the issued share capital of the company to enable him to 
address any queries which shareholders may have about the 
governance of the company or nonoperational aspects of company 
strategy it is also more broadly designed to give the board a greater 
awareness of shareholder concerns during the year the chairman 
and mr manser as senior independent director accompanied by the 
company secretary met with a number of institutional shareholders 
alongside the chairman the senior independent director and the 
company secretary are also available to discuss issues with 
shareholders and views expressed are communicated by the 
chairman to the board as part of this initiative the chairman offers 
to meet with significant shareholders in the month before the annual 
general meeting specifically to deal with issues arising from the annual 
report and notice of the annual general meeting all nonexecutive 
directors of the company are invited to participate in this process 
institutional and shareholder comment on the annual report is 
conveyed by the company secretary to the full board and to the 
audit and remuneration committees in relation to matters within 
their respective terms of reference
during april 2012 we also consulted with major shareholders before 
announcing the proposed appointment of mr mackay as executive 
chairman and dr clark as chief operating officer the chairman the 
senior independent director and the company secretary conducted 
a number of calls and personal meetings with major shareholders and 
institutional investors to discuss the proposals with them following the 
announcement of the appointments the senior independent director 
then wrote personally to all shareholders setting out the rationale for 
the proposed appointments and explaining why the directors thought 
it in the best interests of sabmiller to make these appointments 
john davidson
general counsel and group company secretary
for and on behalf of the board of sabmiller plc
11 june 2012
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 67 chairman of the remuneration committee
 the remuneration committee’s main task 
is to ensure that executive remuneration is 
aligned with the delivery of the group’s 
strategy for growth over the long term 
miles morland
chairman of the remuneration committee
dear shareholder
the remuneration committee’s main task is to ensure that executive 
remuneration is aligned with the delivery of the group’s strategy for 
growth over the long term we believe that the financial rewards 
to management over the years have been consistent with their 
achievements with a direct link to our share price growth both in 
absolute and relative terms and to our strong underlying financial 
and strategic performance and that our approach to remuneration 
will continue to incentivise management to deliver superior 
performance in future years 
accordingly there have been no changes to remuneration 
policies during the year except for the adoption for the first time of 
shareholding guidelines for executive directors no other changes 
are proposed for the year ahead
we are all too well aware of the global economic environment in which 
sabmiller operates and the delivery of continuing strong performance 
in yet another challenging year is a testament to our strong and 
motivated executive team led by chief executive graham mackay 
and to our talented employees across the group 
the following charts illustrate this with sabmiller continuing to 
outperform both the ftse 100 and our sector peer group since our 
listing in london in 1999 £100 invested in sabmiller in 1999 would 
have grown to £790 as at 31 march 2012 compared with just £200 
if invested in our peer group median or £144 if invested in the 
ftse 100 index
similarly our rolling annualised fiveyear total shareholder return has 
been a healthy 19 compared with just 19 for the ftse 100
value of £100 invested in sabmiller on listing in london
£
11 12 00 99 01 02 03 04 05 06 07 08 09 10
sabmiller  £790
peer median
  £200
ftse 100  £144 0
100
200
300
400
500
600
800
700
note spot prices
rolling annualised 5year tsr since listing in london

11 12 05 04 06 07 08 09 10
sabmiller  190
peer median  75
ftse 100  19
30
25
20
15
10
5
0
–5
note 6month share price averaging
during the year i was delighted to welcome lesley knox to the 
committee and i thank her for her valuable contribution in july 2011 
malcolm wyman retired from the board and jamie wilson was 
appointed in succession as an executive director and chief financial 
officer in april 2012 we announced that alan clark would be 
appointed as chief operating officer and as an executive director 
and that graham mackay would become executive chairman 
both with effect from the upcoming annual general meeting these 
changes caused us to apply and reflect upon our remuneration 
policies and i explain our decisions below
remuneration policies
our core policy continues to be to ensure that all employees 
are rewarded fairly for their contribution to the group’s operating 
and financial performance recognising their responsibilities and 
skills fairness in remuneration is appropriate and consistent with 
sabmiller’s values and builds a relationship with employees which 
helps to attract motivate and retain individuals of the necessary 
calibre with the shared values that lead to our collective success 
the company and the committee undertake regular reviews of 
remuneration to ensure that it remains fair and appropriate for the 
markets and countries in which we operate and compete for talent 
as a global company with almost all of our revenue being 
earned outside the uk we need and expect our executives to be 
internationally mobile and to have experience in working in a number 
of different countries therefore we compete for talent in a global 
marketplace and our approach to remuneration takes account of 
the need to be competitive throughout different parts of the world 
in which the group operates
directors’ remuneration report
68 sabmiller plc annual report 2012 particularly during these challenging economic times it is necessary 
to manage our fixed cost base effectively including remuneration 
our policy is therefore to set base pay at a level no higher than is 
necessary while recognising and rewarding experience in the role 
typically base pay is set at or around median for the relevant market 
a significant proportion of executive pay is variable and subject to 
stretching performance conditions shortterm incentives are aligned 
to the group’s strategic priorities and are based as to 60 on 
challenging annual financial performance targets and 40 on specific 
personal and strategic targets while longterm incentives are directly 
linked to demonstrable value creation for shareholders this 
remuneration structure ensures that high pay is achieved only 
for high performance and high shareholder returns
the chart below shows the relationship between adjusted earnings 
per share and total bonus paid to the ceo and cfos for each of the 
5 years to 31 march 2012
pay versus performance
shortterm incentive payouts compared to eps
1
£’000  ceo  cfo  eps us cents
2008 2009 2010 2011 2012
1606
640
888
400
1580
683
1775
750
1687
586
2000
1500
1000
500
0
240
220
200
180
160
140
120
100
1
 adjusted earnings per share
application of remuneration policies during the year
the application of these remuneration policies guided us in the 
determination of an appropriate remuneration package for jamie 
wilson upon his appointment as an executive director and chief 
financial officer in july 2011 and for alan clark in anticipation of his 
appointment as chief operating officer and as an executive director 
in july 2012 as can be seen from the table of annualised base pay 
on page 71 jamie’s base pay for his first year was considerably lower 
than the then current base pay of his predecessor malcolm wyman 
who had served as an executive director since 1999 and as chief 
financial officer since 2001 this reflects our policy of setting base 
pay in part according to experience in the role jamie is a very 
experienced and capable professional but the committee considered 
it appropriate to set base pay at a lower level during his first year in 
this role with the intention of bringing it more into line with the market 
median after this initial period in accordance with this philosophy 
the committee at its meeting in may 2012 increased jamie’s annual 
base pay to £720000 which is in line with the median of the current 
market and remains slightly below that of his predecessor shortterm 
incentives were set and remain in the same proportion and longterm 
incentives offer exactly the same opportunity as is appropriate given 
that any amounts resulting from these incentives will be based on 
actual performance 
similarly alan’s pay as chief operating officer has been set after 
external and internal benchmarking at a level which the committee 
considers appropriate for the transitional year while he absorbs the 
complexities of the global business and builds the relationships and 
partnerships on which the group’s business depends
the appointment of jamie wilson also caused the committee to 
review the requirement for executive director shareholding guidelines 
previously no guidelines were considered appropriate or necessary 
as the executive directors had built up and retained significant 
shareholdings being 26 times base pay for graham mackay and 
175 times base pay for malcolm wyman at the end of the 2011 
financial year which were far in excess of formal shareholding 
guidelines adopted by any ftse 100 company with jamie’s much 
shorter tenure with the group the opportunity to acquire a significant 
shareholding has obviously not been available but the committee 
considers it important that executive directors hold a significant 
number of shares in the company and therefore a shareholding 
guideline has now been set at 300 of base pay for the chief 
executive and 200 of base pay for other executive directors
review of remuneration policies for the years ahead
we remain satisfied that sabmiller’s remuneration policies have been 
working well but we will continue to evaluate all policies each year to 
ensure that they remain appropriate for the future as indicated in last 
year’s report our intention is to conduct a more detailed review of 
all elements of remuneration including the level and structure of 
longterm incentives at approximately threeyear intervals which we 
believe is the minimum period over which outcomes can be properly 
evaluated accordingly barring any unforeseen circumstances the 
next review will commence during the coming year with any changes 
to be implemented from 2013
conclusion
we believe that our approach to remuneration which rewards the 
achievement of financial and strategic targets aligned to shareholder 
returns incentivises employees to deliver results for shareholders that 
continue to outperform the market i therefore commend to you this 
directors’ remuneration report and hope that with your continued 
support we will be able to continue to strive to make sabmiller 
the most admired company in the global beer industry
yours sincerely
miles morland
director
chairman of the remuneration committee 
11 june 2012
the directors’ remuneration report continues on pages 70 to 83
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 69 directors’ remuneration report continued
information not subject to audit
composition and terms of reference of the  
remuneration committee
during the year ended 31 march 2012 the committee met three times 
the members of the committee were mr morland chairman mr armour 
mr manser and mr manzoni with ms knox joining the committee on 
19 may 2011 in addition mr bible mr kahn mr santo domingo and 
mr willard joined some meetings as observers also present were 
mr mackay chief executive mr davidson general counsel and 
group company secretary mr shapiro deputy company  
secretary and mr fairhead group head of compensation 
and benefits although none were present when their own 
remuneration was discussed
in accordance with its terms of reference which are available on 
the company’s website the committee determines the basis on 
which the executive directors are to be paid and the amount of 
their remuneration in addition the committee has oversight of the 
remuneration strategy for the group as a whole monitoring the level 
and structure of remuneration for senior management and approving 
all awards under the company’s share incentive arrangements 
when setting the remuneration of executive directors the committee 
considers the specific performance measures for each incentive plan 
explained below as well as overall corporate financial performance 
and pays particular regard to environmental social and governance 
issues to ensure that the incentive arrangements do not inadvertently 
motivate or reward inappropriate outcomes or excessive risk
advisers
in the course of its deliberations the committee considers the views 
of the chief executive on the remuneration and performance of the 
members of the executive committee mr davidson and mr fairhead 
also provide information to the committee on legal regulatory and 
governance issues equity usage through share incentive plans and 
the pay and employment conditions of other employees throughout 
the group
kepler associates is retained by the committee to provide independent 
advice on remuneration matters including current market practices 
incentive design and performance metrics and independent monitoring 
of total shareholder return kepler associates does not provide any 
other advice or services to the group
remuneration policies
as outlined in the committee chairman’s introductory letter the 
committee’s policy is to ensure that all employees are rewarded fairly 
for their contribution to performance recognising their responsibilities 
and skills in setting remuneration levels the committee takes into 
account industry market and country benchmarks while recognising 
and rewarding experience in the role this approach helps to attract 
motivate and retain individuals of the necessary calibre with the 
shared values that lead to our collective success
the policy is to pay fixed pay at median for the relevant market 
with a significant proportion of performancerelated variable pay 
comprising both shortterm and longterm incentives
the table and charts below show for each executive director the 
amounts and ratio of fixed pay and performancerelated variable 
pay awarded in respect of the year ended 31 march 2012 assuming 
target or median performance for longterm incentives awarded 
during the year the ratios accord with the committee’s policy on 
structuring executive pay so that a significant proportion of executive 
pay is variable
executive remuneration for the year ended 31 march 2012 
fixed pay performancerelated
total 
remuneration ratio of total reward
base pay
£
notional 
retirement 
benefits
£
other 
benefits
£
shortterm
 incentives 
sti
£
longterm
 incentives 
lti
£
total 
£
fixed 
pay

variable 
sti

variable 
lti

eag mackay 1245000 373500 110642 1687000 2503000 5919142 29 29 42
js wilson
1
407951 120000 117043 385000 1079000 2108994 31 18 51
mi wyman
1
230595 69179 161745 200618 218021 880158 52 23 25
1
 mr wilson was appointed and mr wyman retired as an executive director on 21 july 2011 the figures shown in the table above for mr wilson are for the period 
from 21 july 2011 to 31 march 2012 and those for mr wyman are for the period from 1 april 2011 to the date of his retirement as a director on 21 july 2011
eag mackay js wilson mi wyman
1 fixed pay 29
2 sti 29
3 lti 42
1
2
3
1 fixed pay 31
2 sti 18
3 lti 51
1
2
3
1 fixed pay 52
2 sti 23
3 lti 25
1
2
3
70 sabmiller plc annual report 2012 base pay and benefits
the purpose of base pay is to provide employees with a fixed 
minimum level of earnings for this reason the committee seeks to 
set base pay levels no higher than is necessary to retain and attract 
the right employees while providing an opportunity for above median 
pay conditional upon performance through the company’s short
term and longterm incentive plans
in setting base pay and overall target levels of remuneration for 
executive directors and other executive committee members 
the committee has regard to the 30 companies in the ftse 100 
most closely ranked above and below the company by market 
capitalisation as well as to the company’s principal international 
competitors and where relevant other companies of comparable 
size to the company’s divisions in countries where the company has 
a significant presence to ensure that any increases in base pay are 
appropriate and affordable the committee also considers the wider 
market context and overall company financial performance
the committee reviews the base pay of executive directors and other 
executive committee members with effect from the beginning of each 
financial year base pay for each of the executive directors is shown in 
the table opposite for the year ended 31 march 2012 and for the year 
ending 31 march 2013 showing the percentage change between 
those years the base pay for mr mackay as executive chairman for 
the year ending 31 march 2013 has been set on the same basis as his 
base pay for serving as chief executive his terms and conditions and 
remuneration as nonexecutive chairman when he assumes that role 
in due course will be settled by the committee nearer to the time of 
that appointment and will be appropriate to the role of nonexecutive 
chairman annualised base pay is shown for ease of comparison 
notwithstanding that mr wilson and mr wyman were executive 
directors for only part of the year the proposed annualised base pay 
is also shown for dr clark for comparative purposes although he will 
only take up his post as chief operating officer if his election is 
approved by shareholders at the annual general meeting in july this 
year actual base pay received by each executive director for the year 
ended 31 march 2012 is shown in the table of directors’ emoluments 
on page 77
in determining the base pay increase for mr mackay for the year 
ending 31 march 2013 the committee took into consideration base 
pay of similar roles in other comparable organisations the 4 
average increase in base pay for other ukbased employees and 
the overall financial performance of the company which recorded 
a 12 increase in adjusted eps a 12 increase in ebita and the 
recommended 123 increase or 124 in pounds sterling or 273 
in rands in the full year dividend for the year ended 31 march 2012 
accordingly his annual base pay was increased by 4 to £1295000
for mr wilson the committee set his base pay last year at a lower 
introductory level with the intention that it would be reviewed in may 
2012 having regard to his performance during his first year in his new 
role taking into consideration performance and base pay for chief 
financial officers in comparable sized uk companies the committee 
determined that his annual base pay should be adjusted to £720000 
in setting dr clark’s base pay in his new role the committee had 
regard to the base pay levels for the other executive directors as well 
as for similar roles in comparable sized uk companies and determined 
that it should be set at £850000
annualised base pay
executive directors
year ended
31 march 2012
£
year ended
31 march 2013
£
change

eag mackay 1245000 1295000 4
js wilson 600000 720000 20
mi wyman 745000 na na
aj clark na 850000 na
for ukbased executive committee members pay is referenced 
to appropriate uk benchmarks as detailed above for executive 
directors for executive committee members whose primary 
responsibilities are for operations outside the uk total remuneration 
is referenced to appropriate benchmarks in those locations but with 
additional reference to uk pay levels to ensure fairness and equity 
between executive committee members wherever the company 
chooses to locate them
retirement benefits
it is the company’s policy that retirement benefits should wherever 
possible take the form of defined contribution arrangements to 
minimise the company’s funding risk where feasible the company 
applies this policy to new acquisitions the company’s pension 
contributions for each executive director are fixed at 30 of base pay 
within the uk amounts up to the annual and lifetime allowances are 
contributed to the sabmiller plc staff pension scheme a registered 
pension scheme with any amounts in excess of these limits being 
notionally credited to the company’s unfunded retirement benefits 
scheme in which the executive directors and other ukbased 
employees participate during the year ended 31 march 2012 no 
amounts were contributed to the sabmiller plc staff pension scheme 
for any of the executive directors and the amounts notionally credited 
to the company’s unfunded retirement benefits scheme for each 
executive director are shown in the footnote to the table of directors’ 
emoluments on page 77
other benefits
executive directors are provided with a company car allowance 
medical insurance longterm disability insurance death in service 
benefits beer allowance accompanied travel legal and professional 
fees relevant to their duties club subscriptions and occasional 
london accommodation during the year ended 31 march 2012 
mr wilson also received relocation assistance and mr wyman 
received a long service award equal to 112 months’ base pay in 
accordance with the group’s policy applied to all employees 
upon attaining 25 years’ service with the group the value of these 
benefits is included in the table of directors’ emoluments on page 77
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 71 directors’ remuneration report continued
shortterm incentive plan
shortterm incentive plans have been established to reward the 
achievement of specific annual financial operational and strategic 
goals payment is made only for performance thereby enabling the 
company to control its cost base
the executive directors and other members of the executive 
committee participate in an annual shortterm incentive plan which 
delivers a cash bonus based upon the achievement of group or 
where applicable divisional financial targets and on strategic and 
personal performance objectives agreed in advance by the 
committee for the year ended 31 march 2012 and for the year ending 
31 march 2013 the chief executive may earn a bonus of up to 175 
of base pay and the chief financial officer may earn a bonus of up to 
120 of base pay for the year ending 31 march 2013 the committee 
has agreed that the chief operating officer may earn a bonus of up to 
150 of base pay the other executive committee members may earn 
maximum bonuses of between 120 and 150 of their base pay 
depending upon local market practices in the locations in which they 
are based
for the year ended 31 march 2012 the group financial performance 
measures for the executive directors and other ukbased executive 
committee members were adjusted eps growth management 
ebita and group working capital the performance measures for 
executive committee members based outside the uk were divisional 
management ebita and divisional working capital these measures 
were selected by the committee as they encompassed the 
company’s key operating objectives for the year
sixty per cent of an executive director’s shortterm incentive 
opportunity is based on the degree of achievement of specified 
financial performance targets which for the year ended 31 march 
2012 was weighted as to 25 to adjusted eps growth 25 to 
management ebita and 10 to group working capital the remaining 
40 is based upon the degree of achievement of specific strategic 
and personal performance objectives agreed at the beginning of each 
year and evaluated by the committee at the year end in determining 
the resulting bonus amounts the committee also takes into account 
overall corporate performance and any other factors that it considers 
appropriate including environmental social and governance issues
at its meeting on 22 may 2012 the committee reviewed performance 
against the specific performance targets and considered overall 
corporate financial performance noting a 12 increase in adjusted 
eps a 12 increase in ebita and improved working capital cash 
flows of us258 million for the year ended 31 march 2012 the 
committee also assessed the level of achievement against their 
individual strategic and personal performance objectives by each 
executive director and other executive committee members
after consideration the committee awarded bonuses to the executive 
directors in the amounts shown below for the year ended 31 march 
2012 the bonuses awarded for the previous year and the percentage 
of maximum bonus opportunity each represents is also shown for 
comparison the bonuses for the year ended 31 march 2012 are 
lower in absolute terms and as a percentage of maximum bonus 
opportunity as notwithstanding the group’s strong results for the year 
the degree of achievement of stretching internal financial performance 
targets was not as high as in the year ended 31 march 2011
shortterm incentive bonus
2011 2012
executive directors
sti paid 
for year
£
 of
maximum 
bonus 
opportunity
sti paid 
for year
£
 of
maximum 
bonus 
opportunity
eag mackay 1775000 85 1687000 774
js wilson na na 385000 786
1
mi wyman 750000 87 200618 725
1
1
 mr wilson was appointed as an executive director with effect from 21 july 2011 
and mr wyman retired as an executive director on 21 july 2011 accordingly 
their bonus amounts were prorated for the year ended 31 march 2012 and 
are shown here as a percentage of the prorated maximum bonus opportunity 
for ease of comparison
for the year ending 31 march 2013 appropriate group financial 
performance and individual strategic targets were discussed and 
agreed at the committee’s meeting on 22 may 2012 but these are 
not disclosed in this year’s report as they represent commercially 
sensitive information which if disclosed too early could be detrimental 
to the company’s competitive position however performance against 
these targets will be assessed by the committee at the end of the 
year and the outcomes will be disclosed in next year’s report
longterm incentive plans
the descriptions of the longterm incentive plans in the section 
below have been audited
longterm incentive plans are an integral part of the company’s 
overall approach to competitive performancebased pay the 
plans are designed to create a clear line of sight between executive 
remuneration and longterm value creation for shareholders for this 
reason longterm incentive plans are the component of pay which 
represents the largest opportunity for executive directors
the following share incentive plans are in operation for employees 
throughout the group as approved by shareholders at the  
2008 agm
•	 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
72 sabmiller plc annual report 2012 share option plans
share options are granted at market price at the time of grant 
over sabmiller plc ordinary shares as traded on the london stock 
exchange except for options granted under the south african 
executive share option plan 2008 which 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 at the 
discretion of the committee taking into account management’s 
recommendations about employees’ performance and potential 
and also having regard to local market practices
the performance condition for share options granted during the 
year ended 31 march 2012 is real growth in earnings per share with 
compound annualised adjusted earnings per share growth equivalent 
to rpi 3 per annum required for any amount to vest and rpi 5 
per annum required for full vesting performance tests are applied to 
twothirds of the award after three years and onethird of the award 
after five years any part of the award which does not meet its 
performance target at those times will lapse in full with no provision 
for retesting all share options expire on the tenth anniversary of the 
grant date adjusted earnings per share was selected by the 
committee as the appropriate performance measure to ensure that 
share options will vest only if there is a real increase in underlying 
financial performance of the group over a three and five year period
the table on page 78 provides details for each executive director 
of the number of share options granted exercised lapsed held and 
vested during the year ended 31 march 2012 or until their date of 
retirement if earlier the table also provides details of the performance 
conditions applying to prior year awards held by executive directors
share award plan
the sabmiller executive share award plan 2008 the award plan 
provides awards of shares to executive directors and other members 
of the executive committee and other eligible senior executives 
the remuneration committee has discretion under the award plan 
to determine appropriate performance conditions each year and in 
the year ended 31 march 2012 as in the previous year awards were 
made to members of the executive committee in two parts
the first part described for ease of reference as performance share 
awards vests in a single tranche on the third anniversary of the grant 
date subject to achieving an adjusted earnings per share eps 
growth target for awards made during the year ended 31 march 
2012 the 3year eps growth target was set at 11 compound 
annual growth for full vesting with a threshold growth target of 6 
compound annual growth at which 25 of the shares awards would 
vest if the threshold target is not met the performance share awards 
will lapse in full with no retesting
the second part described for ease of reference as value share 
awards vests on the fifth anniversary of the grant date subject to 
a performance condition based on total shareholder return tsr 
executives will only receive shares under these awards if the growth 
in the company’s market capitalisation exceeds the median growth in 
market capitalisation of a weighted group of comparator companies 
as shown on page 83 no shares will vest if only median performance 
is achieved but for every £10 million of additional shareholder value 
created in excess of the median a defined number of shares will vest 
there is an overall cap on the number of shares vesting at the point 
at which outperformance of the median equals the company’s market 
capitalisation at the date of grant based on the awards granted 
during the year ended 31 march 2012 aggregate awards would 
be capped at 054 of additional shareholder value created
tsr was selected by the committee as the appropriate performance 
measure for value shares because of its strong link with shareholder 
value while eps was selected as the performance measure for 
performance shares to ensure that full vesting under the share 
award plan cannot be achieved unless there is also an increase 
in the group’s underlying financial performance
the tables on pages 80 and 82 provide details of the number of 
performance share awards and value share awards granted vested 
lapsed and held during the year ended 31 march 2012 or until their 
date of retirement if earlier for each executive director
stock appreciation rights and the associated companies 
employees share plan
executive directors do not participate in the stock appreciation rights 
plan which is used principally for a small number of executives based 
in countries where it may be impractical to operate the share option 
plan for legal or regulatory reasons the associated companies 
employees share plan is used to grant longterm sharebased 
incentives to a limited number of employees of certain associated 
companies in the group who are not eligible to receive awards under 
the company’s share option plans and share award plans because 
they do not work for subsidiaries of the company
employees’ benefit trust ebt
the share award plan and the older performance share schemes 
are operated in conjunction with the company’s ebt during the year 
1406612 ordinary shares were purchased by the trustee on behalf 
of the ebt at an average price of £2254 per share which amounted 
to 009 of the issued ordinary shares of the company in order to 
ensure that the ebt continued to hold sufficient ordinary shares to 
meet potential future obligations in respect of performance shares 
conditionally awarded under the performance share award 
schemes the total consideration paid amounted to £31697759  
at 31 march 2012 the number of shares held in the ebt was 56 million 
2011 74 million representing 035 2011 047 of the issued 
ordinary shares of the company
on 21 september 2011 pursuant to the authority granted by 
shareholders at the 2008 annual general meeting the sabmiller 
associated companies’ employees’ benefit trust associated 
companies’ ebt was established in order to facilitate the provision 
of sharebased longterm incentives to employees of companies 
associated with the sabmiller group but not subsidiaries of the 
company and hence not eligible to participate in the company’s 
existing share option and award plans at 31 march 2012 the number 
of shares held in the associated companies ebt was 03 million 
representing less than 001 of the issued ordinary shares of 
the company
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 73 directors’ remuneration report continued
in aggregate there are therefore 59 million shares held in trust as at 
31 march 2012 2011 74 million these shares are held by the trustee 
on behalf of the ebt and the associated companies ebt to ensure 
that they hold sufficient ordinary shares to meet potential future 
obligations in respect of performance and value share awards and 
sharesettled stock appreciation rights the trustees of the ebt and 
the associated companies ebt have waived their right to receive 
dividends on shares held by them and will only vote shares or claim 
dividends on shares which are beneficially owned by a participant 
and only then in accordance with the instructions of the underlying 
shareholder as at 31 march 2012 there were no beneficially held 
shares in the ebt 2011 nil or in the associated companies ebt
dilution of share capital
all shares issued in satisfaction of share option exercises over the 
ten years ended 31 march 2012 and all outstanding share options 
capable of being satisfied by the issue of new shares amount to 
a potential dilution of 397 of the issued ordinary shares of the 
company excluding shares held in treasury on 31 march 2012 
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 
service contracts
mr mackay and mr wilson 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 payment in lieu of notice may be 
made on termination of employment calculated by reference to the 
executive’s base pay plus company pension contributions for the 
relevant period less any deduction considered by the committee to 
be appropriate and reasonable taking account of accelerated receipt 
of payment and the executive’s duty to mitigate any loss
mr wyman retired as an executive director on 21 july 2011 he was 
retained by the group as a fulltime employee until 31 august 2011 
and as a parttime employee from 1 september 2011 until 31 march 
2012 to provide strategic and tactical advice on various projects 
including the acquisition of foster’s group limited no compensation 
was due or paid in respect of the termination of mr wyman’s contract 
as an executive director or on the termination of his fulltime or 
parttime employment
date of 
service 
contract
date first 
appointed 
to the board
date last 
elected as 
a director
date next 
due for 
reelection
eag mackay 27021999 08021999 21072011 2012 agm
mi wyman 26021999 08021999 22072010 na
js wilson 17082011 21072011 21072011 2012 agm
dr clark will enter into a new service contract if his election is 
approved by shareholders at the annual general meeting in july 2012 
and its terms will mirror those of mr mackay and mr wilson as 
described above
shareholding guidelines
as explained in the committee chairman’s introductory letter given 
the significant shareholdings of mr mackay 31 times his base pay at 
31 march 2012 and mr wyman just under 20 times his annualised 
base pay at his date of retirement on 21 july 2011 the committee had 
not previously considered it necessary to adopt formal shareholding 
guidelines however with the appointment of mr wilson as an 
executive director during the year and the proposed appointment 
of dr clark the committee has now set a shareholding guideline of 
300 of base pay for the chief executive and 200 of base pay for 
other executive directors with the expectation that they will retain all 
shares vesting under the company’s share award plans or resulting 
from the exercise of vested share options except those shares sold 
to pay tax on any award or exercise or otherwise market purchase 
sufficient shares to achieve the relevant threshold
nonexecutive directors’ fees
the chairman’s fee is determined annually by the committee taking 
into account the time commitment required other nonexecutive 
directors’ fees are reviewed annually by the board to ensure that they 
remain appropriate for the commitments and responsibilities of each 
role consistent with the approach for executive directors fees are 
benchmarked against the nonexecutive directors’ fees in the 30 
companies in the ftse100 most closely ranked above and below the 
company by market capitalisation and are determined having regard 
to an independent review conducted on behalf of the committee by 
kepler associates on the basis of this review directors’ fees were 
increased by 39 to £80000 per annum fees for committee 
chairmanship and membership were left unchanged and the senior 
independent director’s fee was increased to £30000 as the existing 
fee was shown to have fallen considerably behind the market rate for 
companies of a similar size in the ftse 100
annual fees for the year ended 31 march 2012 and the proposed 
fees for the year ending 31 march 2013 are shown in the table on the 
following page with actual fees received by each named nonexecutive 
director for the year ended 31 march 2012 shown in the table of 
directors’ emoluments on page 77 the increase in the chairman’s 
fee was determined by reference to the rate of consumer price 
inflation in south africa where the chairman is resident and will be 
payable to mr kahn until his retirement at the annual general meeting 
in july 2012 and hence will be prorated for the year ending 31 march 
2013 mr mackay will not receive any additional fees for acting as 
executive chairman and his terms and conditions and remuneration 
for acting as nonexecutive chairman when he assumes that role 
in due course will be settled by the committee nearer to the time of 
that appointment and will be appropriate to the role of nonexecutive 
chairman mr manser the senior independent director will be 
appointed as deputy chairman with effect from the annual general 
meeting in july 2012 but will not receive any additional fees for acting 
as deputy chairman
74 sabmiller plc annual report 2012 fee category per annum
year ended
31 march 
2012
£
year ending
31 march 
2013
£
change

chairman’s fee 290000 315000 86
basic fee 77000 80000 39
committee chairmen inclusive
– audit 30000 30000 0
– remuneration 24000 24000 0
– carac 20000 20000 0
– nomination 15000 15000 0
committee members
– audit 15000 15000 0
– remuneration 12000 12000 0
– carac 8000 8000 0
– nomination – – 0
senior independent director 20000 30000 50
in order to carry out his duties effectively the chairman is provided 
with an office a secretary a company car and medical insurance 
the nonexecutive directors do not participate in any of the company’s 
incentive plans nor do they receive retirement or other benefits 
other than a beer allowance 
nonexecutive directors do not have service contracts but serve the 
company under letters of appointment which may be terminated 
without liability for compensation their dates of appointment are 
shown in the table below
director
date first 
appointed
 to the board
date of 
letter of 
appointment
date next due
 for election or 
reelection
mh armour 01052010 14042010 2012 agm
gc bible 01082002 27092002 2012 agm
ds devitre 16052007 16052007 2012 agm
jm kahn
1
08021999 23021999 na
lms knox 19052011 17052011 2012 agm
pj manser 01062001 20062001 2012 agm
ja manzoni 01082004 12052004 2012 agm
mq morland 08021999 23021999 2012 agm
df moyo 01062009 26052009 2012 agm
ca pérez dávila 09112005 12102005 2012 agm
r pieterse
1
15052008 09062008 na
mc ramaphosa 08021999 23021999 2012 agm
a santo domingo 
dávila 09112005 12102005 2012 agm
ha weir 19052011 17052011 2012 agm
ha willard 01082009 01082009 2012 agm
1 
mr kahn and mr pieterse were last reelected to the board in july 2011 but 
have confirmed their intention not to stand for reelection in 2012
performance review
the company is required under the large and mediumsized 
companies and groups accounts and reports regulations 2008 to 
include a line graph showing the company’s total shareholder return 
tsr performance compared to an appropriate broad equity market 
index for the preceding five years the chart below compares the 
company’s tsr with the ftse 100 total return index over the period 
from 1 april 2007 to 31 march 2012 assuming an initial investment 
of £100 the company is a constituent of the ftse 100 total return 
index and accordingly this is considered to be an appropriate 
comparison to demonstrate the company’s relative performance
over this period £100 invested in sabmiller would have returned 
£254 while the same amount notionally invested in this index would 
have returned just £111
5year cumulative tsr performance
value of £100 invested 31 march 2007
£
11 12 07 08 09 10
sabmiller
ftse 100
300
250
200
150
100
50
0
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 75 information subject to audit 
directors’ interests in shares of the company
director
ordinary shares
held as at
31 march 2011 
or date of 
appointment if later
ordinary shares 
acquired during 
the period
ordinary shares 
disposed of
during the period
ordinary shares
held as at
31 march 2012 
or date of
retirement if earlier
jm kahn 1670578 – – 1670578
eag mackay 1402927 280100 
4
145652 
4
1537375
11
mi wyman
1
567129 140000 
5
72800 
5
634329
js wilson
2
6850 – – 6850
11
aj clark – – – –
12
mh armour – – – –
gc bible 55000 20775 
6
– 75775
ds devitre – – – –
lms knox
3
– 3000 
7
– 3000
pj manser 5000 – – 5000
ja manzoni 1211 2368 
8
– 3579
mq morland 40000 – – 40000
df moyo – 386 
9
– 386
ca pérez dávila – – – –
r pieterse – – – –
mc ramaphosa 4000
10
– – 4000
10
a santo domingo dávila – – – –
ha weir
3
– – – –
ha willard – – – –
1
 mr wyman retired from the board on 21 july 2011 and the table reflects 
his shareholding on his retirement date 
2
 mr wilson was appointed to the board on 21 july 2011 and the period 
of the table in respect of his shareholding commences on that date
3
 ms knox and ms weir were both appointed to the board on 19 may 2011 
and the period of the table in respect of their shareholdings commences 
on 19 may 2011
4
 awards vested in respect of 280100 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
5
 awards vested in respect of 140000 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
6
 mr bible acquired 7600 shares on 9 december 2011 at a price of £2168 per 
share 7000 shares on 28 december 2011 at a price of £2272 per share 
1950 shares on 4 january 2012 at a price of £2316 per share 2875 shares 
on 14 march 2012 at a price of £2653 per share and 1350 shares on 19 
march 2012 at a price of £2609 per share
7
 ms knox acquired 3000 shares on 21 november 2011 at a price of £2108 
per share
8
 mr manzoni has elected to apply his quarterly director’s fees to the regular 
purchase of sabmiller ordinary shares after the deduction of taxes by way 
of a trading plan and accordingly acquired 590 shares on 24 june 2011 at 
a price of £2094 per share 591 shares on 23 september 2011 at a price of 
£2047 per share 644 shares on 20 december 2011 at a price of £2164 per 
share and 543 shares on 23 march 2012 at a price of £2562 per share the 
trading plan will remain in place until revoked by mr manzoni the trading plan 
instruction cannot be revoked or altered except in open dealing periods with 
the clearance of the chairman in accordance with the model code
9
 dr moyo acquired 386 shares on 27 march 2012 at a price of £2590 per share
10
 mr ramaphosa’s interest in 4000 shares is nonbeneficial
11
 in may 2012 messrs mackay and wilson’s beneficial holdings increased by 
134448 and 5425 shares respectively following the vesting of awards over 
280100 and 9000 shares respectively and the subsequent sales of shares 
to settle tax liabilities on the gross awards vested with the balance of the 
shares being retained there have been no other changes in the directors’ 
beneficial interests as at 11 june 2012
12
 dr clark is proposed for appointment as chief operating officer and for 
election as a director at the annual general meeting to be held on 26 july 
2012 as at 11 june 2012 dr clark had a beneficial interest in 173747 shares
directors’ remuneration report continued
76 sabmiller plc annual report 2012 directors’ emoluments
the directors’ emoluments in respect of the year ended 31 march 2012 in total have been audited and are set out in the table below
emoluments paid in respect of the year ended 31 march 2012
2012 
base pay
or fees
£
2012
expense 
allowance 
£
2012
benefits
£
2012 total
 excluding 
bonus
£
2012 
bonus
£
2012 
total
1
£
2011 
total
1
£
executive directors
eag mackay
2
1245000 – 110642
3
1355642 1687000 3042642 3435202
js wilson
4
407951 – 117043 524994 385000 909994 –
mi wyman
5
230595 – 161745 392340 200618 592958 1802402
total a 4545594 5237604
nonexecutive directors
mh armour
6
104000 – 203 104203 – 104203 82240
gc bible 77000 – – 77000 – 77000 72000
ds devitre 92000 – 148 92148 – 92148 82152
me doherty 
7
– – – – – – 61693
lord fellowes
7
– – – – – – 38220
jm kahn 313000 – 1074 314074 – 314074 287044
lms knox
6
90212 – 100 90312 – 90312 –
pj manser 147000 – 398 147398 – 147398 121583
ja manzoni 97000 – 462 97462 – 97462 86794
mq morland 116000 – 400 116400 – 116400 102384
df moyo 97000 – 357 97357 – 97357 86583
ca pérez dávila 77000 – 181 77181 – 77181 72187
r pieterse 85000 – – 85000 – 85000 78000
mc ramaphosa 85000 – 199 85199 – 85199 78192
a santo domingo dávila 77000 – 246 77246 – 77246 72253
ha weir
6
79803 – 394 80197 – 80197 –
ha willard
8
– – 382 382 – 382 297
total b 1541559 1321622
grand total ab 6087153 6559226
1
 for the year ended 31 march 2012 no retirement contributions were made 
for any of the executive directors to the sabmiller plc staff pension scheme 
or any other registered pension scheme and for each executive director 
an amount equal to 30 of his base salary was notionally credited to the 
company’s unfunded retirement benefits scheme being £373500 £120000 
and £69179 for messrs mackay wilson and wyman respectively for the 
year ended 31 march 2011 in light of the uncertainty which at the time 
surrounded the united kingdom government’s announcement that it was 
reviewing the tax treatment of retirement contributions the company paid 
mr mackay and mr wyman the equivalent of their pension contributions being 
£357600 and £214500 respectively in the form of a cash allowance for the 
year with the company and the individuals paying their respective shares of 
national insurance and income tax on these amounts as if they were salary 
these amounts are included in the total emoluments reported for 2011
2
 mr mackay receives annual fees for his service as a nonexecutive director 
from reckitt benckiser group plc of £92000 and from philip morris 
international inc of us130000 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 2011 had a fair market value of us160000 
on the date of grant being 11 may 2011
3
 the group’s apartment in london is made available to mr mackay to occupy 
occasionally subject to tax on this use for his own account
4
 mr wilson was appointed as a director on 21 july 2011 and accordingly only 
received prorated emoluments from the company as an executive director 
in respect of the year ended 31 march 2012
5
 mr wyman retired as a director on 21 july 2011 and accordingly only received 
prorated emoluments from the company for his services as an executive 
director up to that date mr wyman continued as a fulltime employee until 
31 august 2011 and as a parttime employee for the period from his retirement 
from fulltime employment on 31 august 2011 until 31 march 2012 for his 
services from 21 july 2012 to 31 march 2012 he received a salary of 
£246692 a shortterm incentive of £69382 and other benefits of £34275 
in addition an amount of £30465 was notionally credited to the company’s 
unfunded retirement benefits scheme during the year ended 31 december 
2011 mr wyman received annual fees for his service as a nonexecutive 
director from nedbank group limited and nedbank limited of zar706000 
in total which he is permitted to retain
6
 mr armour was appointed to the board on 1 may 2010 and accordingly only 
received prorated emoluments from the company in respect of the year 
ended 31 march 2011 ms knox and ms weir were appointed to the board 
on 19 may 2011 and accordingly received no emoluments from the company 
in respect of the year ended 31 march 2011 and only received prorated 
emoluments from the company in respect of the year ended 31 march 2012
7
 ms doherty resigned as a director with effect from 31 december 2010 
and lord fellowes retired as a director with effect from 22 july 2010 and 
accordingly they each received only prorated emoluments from the company 
in respect of the year ended 31 march 2011
8
 mr willard is an executive officer of altria group inc altria and in terms of the 
company’s agreement with altria he does not receive director’s fees from the 
company but is entitled to a nominal annual beer allowance
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 77 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 2012 the highest and lowest market prices for the company’s shares were £1979 
on 8 august 2011 and £2660 on 13 march 2012 respectively and the closing market price on 30 march 2012 was £25095
share options
exercisable for
310 years from
subscription
price
£
outstanding 
as at
31 march 2011
or date of
appointment 
if later
granted 
during
the period
exercised 
during
the period
lapsed 
during 
the period
outstanding 
as at
31 march 2012
or date of
retirement
if earlier
vested and
 exercisable as at
31 march 2012
or date of 
retirement 
if earlier
directors in service as at 31 march 2012
eag mackay 19052006
5
1061 230000 – – – 230000
7
230000
7
18052007
5
1167 230000 – – – 230000
8
154100
8
16052008
5
1250 230000 – – – 230000
9
154100
9
14112008
5
9295 60000 – – – 60000
9
40200
9
 15052009
5
1231 290000 – – – 290000
10
–
01062010
5
1951 250000 – – – 250000 –
01062011
5
22495 – 250000 – – 250000 –
1290000 250000 – – 1540000
11
578400
js wilson
1
20052005
4
828 3623 – – – 3623 3623
16052008
2
1250 13000 – – – 13000 13000
15052009
2
1231 13000 – – – 13000
2
–
01062010
2
1951 13000 – – – 13000 –
01062011
5
22495 – 100000 – – 100000 –
01122011
5
2240 – 50000 – – 50000 –
42623 150000 – – 192623
11
16623
directors who retired during the financial year
mi wyman
3
20052005
4
828 3623 – – – 3623 3623
6
19052006
5
1061 46200 – – – 46200
7
46200
7
18052007
5
1167 46200 – – – 46200
8
–
16052008
5
1250 140000 – – – 140000
9
93800
9
01082008
5
1049 35000 – – – 35000
9
–
 15052009
5
1231 175000 – – – 175000 –
01062010
5
1951 150000 – – – 150000 –
01062011
5
22495 – 150000 – – 150000 –
596023 150000 – – 746023 143623
directors’ remuneration report continued 
78 sabmiller plc annual report 2012 1
 mr wilson was appointed to the board on 21 july 2011 and the figures in 
the above table represent the period commencing from his appointment 
and concluding at the end of the financial year on 31 march 2012 
2
 share options granted to mr wilson prior to the announcement in may 2011 
of his appointment to the board are not subject to a separate performance 
condition on 15 may 2012 13000 share options granted to mr wilson on 
15 may 2009 vested in full and became exercisable share options granted to 
mr wilson on 1 june 2011 were granted in anticipation of his appointment to 
the board and are subject to the performance condition described in note 5
3
 mr wyman retired from the board on 21 july 2011 and the figures in the table 
above represent the period of the financial year from 1 april 2011 until 21 july 
2011 while he was a director following mr wyman’s retirement from full time 
employment on 31 august 2011 all further vesting ceased and his unvested 
share options were prorated for time elapsed since grant and will remain 
outstanding along with his other remaining share options until 31 march 2013 
after which time they will lapse 
4
 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
5
 the performance condition for options granted from 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
6
 on 20 may 2008 share options granted on 20 may 2005 vested in full and 
became exercisable as the group’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
7
 twothirds of the share options granted on 19 may 2006 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 group’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 remaining onethird of the 
options granted on 19 may 2006 were eligible to be tested against the 
performance condition described in this report for the five years ended 
31 march 2011 and on 19 may 2011 vested in full and became exercisable 
as the group’s adjusted eps for the year ended 31 march 2011 at 1234 
pence converted from us at the average exchange rate over the period 
1 april 2010 to 31 march 2011 was more than 372 higher 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 
plus the aggregate of rpi movement and 5 per annum compound growth 
the mid market close on 19 may 2011 was £2266
8
 twothirds of the share options granted on 18 may 2007 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 group’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 remaining onethird of the 
options granted on 18 may 2007 were eligible to be tested against the 
performance condition described in this report for the five years ended 31 
march 2012 and on 18 may 2012 vested in full and became exercisable as 
the group’s adjusted eps for the year ended 31 march 2012 at 1344 pence 
converted from us at the average exchange rate over the period 1 april 
2011 to 31 march 2012 was more than 46 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 2012 was £24195
9
 twothirds of the share options granted on 16 may 2008 and 14 november 
2008 were eligible to be tested against the performance condition described 
in this report for the three years ended 31 march 2011 and on 16 may 2011 
and 14 november 2011 respectively vested in full and became exercisable as 
the group’s adjusted eps for the year ended 31 march 2011 at 1234 pence 
converted from us at the average exchange rate over the period 1 april 
2010 to 31 march 2011 was 380 higher than the adjusted eps of 713 
pence for the year ended 31 march 2008 the base year calculation of the 
performance condition converted from us at the average exchange rate 
for the period from 1 april 2007 to 31 march 2008 plus the aggregate of rpi 
movement and 5 per annum compound growth the mid market close on 
16 may 2011 was £22495 the mid market close on 14 november 2011 was 
£2212 the onethird which remains unvested will be eligible to be tested 
against the performance condition described in note 5 above for the five years 
ending 31 march 2013
10 
twothirds of the share options granted on 15 may 2009 were eligible to be 
tested against the performance condition described in this report for the three 
years ended 31 march 2012 and on 15 may 2012 vested in full and became 
exercisable as the group’s adjusted eps for the year ended 31 march 2012 
at 1344 pence converted from us at the average exchange rate over the 
period 1 april 2011 to 31 march 2012 was 295 higher than the adjusted 
eps of 800 pence for the year ended 31 march 2009 the base year 
calculation of the performance condition converted from us at the average 
exchange rate for the period from 1 april 2008 to 31 march 2009 plus the 
aggregate of rpi movement and 5 per annum compound growth the mid 
market close on 15 may 2012 was £2490 the onethird which remains 
unvested will be eligible to be tested against the performance condition 
described in note 5 above for the five years ending 31 march 2014
11 
messrs mackay and wilson were granted 250000 and 150000 share options 
respectively at a subscription price of £2395 per share on 1 june 2012 and 
dr clark was granted 200000 share options at the same subscription price in 
anticipation of his appointment as chief operating officer and as an executive 
director at the annual general meeting on 26 july 2012
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 79 directors’ remuneration report continued
 performance share awards
director
effective date 
of award
share price 
at effective 
date of award
£
outstanding 
as at
31 march 2011
or date of 
appointment 
if later
awarded 
during
the period
vested 
during
the period
lapsed 
during 
the period
outstanding 
as at
31 march 2012
or date of 
retirement 
if earlier vesting date
directors in service as at 31 march 2012
eag mackay 19052006
1
1061 37950 – 37950
7
– – 19052011
18052007
2
1167 37950 – – – 37950
10
18052012
16052008
3
1250 230000 – 192050
8
– 37950 16052013
14112008
3
9295 60000 – 50100
9
– 9900 14112013
15052009
4
1231 290000 – – – 290000
11
15052012
01062010
5
1951 125000 – – – 125000 01062013
01062011
6
22495 – 125000 – – 125000 01062014
780900 125000 280100 – 625800
14
js wilson
12
15052009
4
1231 9000 – – – 9000
11
15052012
01062010
5
1951 9000 – – – 9000 01062013
01062011
6
22495 – 50000 – – 50000 01062014
01122011
6
2240 – 25000 – – 25000 01122014
18000 75000 – – 93000
14
directors who retired during the financial year
mi wyman
13
19052006
1
1061 23100 – 23100
7
– – 19052011
18052007
2
1167 23100 – – – 23100 18052012
16052008
3
1250 140000 – 116900
8
– 23100 16052011
01082008
3
1049 35000 – – – 35000 01082011
15052009
4
1231 175000 – – – 175000 15052012
01062010
5
1951 75000 – – – 75000 01062013
01062011
6
22495 – 75000 – – 75000 01062014
471200 75000 140000 – 406200
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 was dropped from this group for the purposes of awards made in 2008 and 2009 and anheuserbusch 
was dropped from this group for the purposes of awards made in 2009 from 2010 onwards the eps condition was set by reference to historical and forecast 
adjusted eps growth for a broader range of food beverage and consumer goods companies with a global spread of operations
tsr condition
 2006
 performance shares awarded in 2006 vest if three year and five year tsr 
exceeds the median tsr of a comparator group of companies identified at 
the time of the award with twothirds of the award being tested after three 
years and onethird after five years on reaching the median performance of 
the comparator group 25 of the award vests and on reaching at least the 
upper quartile 100 of the award vests with pro rata vesting in between
eps condition
 2006
 the eps growth target for awards made in 2006 is 11 pa for full vesting 
with threshold vesting of 25 at 6 pa and pro rata vesting between these 
levels of achievement 
2
 2007
 performance shares awarded in 2007 vest if three year and five year tsr 
exceeds the median tsr of a comparator group of companies identified at 
the time of the award 25 of the award vests on reaching the median and 
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
 2007 
 the eps growth target for awards made in 2007 is 11 pa for full vesting 
with threshold vesting of 25 at 6 pa and pro rata vesting between these 
levels of achievement
3
 2008
 the same tsr performance condition applies to performance shares 
awarded in 2008 as applied in 2007
 2008
 the eps growth target for awards made in 2008 is 10 pa for full vesting 
with threshold vesting of 25 at 6 pa and pro rata vesting between these 
levels of achievement
4
 2009
 the same tsr performance condition applies to performance shares 
awarded in 2009 as applied in 2008
 2009
 the eps growth target for awards made in 2009 is 9 pa for full vesting 
with threshold vesting of 25 at 5 pa and pro rata vesting between these 
levels of achievement
5
 2010
 from june 2010 the tsr performance condition was replaced by the value 
sharing condition referred to on page 83 
 2010
 the eps growth target for awards made in 2010 is 9 pa for full vesting 
with threshold vesting of 25 at 5 pa and pro rata vesting between these 
levels of achievement
6
 2011
 from june 2010 the tsr performance condition was replaced by the value 
sharing condition referred to on page 83
 2011
 the eps growth target for awards made in 2011 is 11 pa for full vesting 
with threshold vesting of 25 at 6 pa and pro rata vesting between these 
levels of achievement
80 sabmiller plc annual report 2012 7
 in may 2011 the remaining onethird of the executive directors’ 2006 tsr 
based performance share awards were tested against the tsr performance 
condition for the fiveyear period ended 18 may 2011 tsr for this fiveyear 
period was 1131 which exceeded the peer group median of 583 by 
more than 94 and therefore all of the shares comprised in the remaining 
onethird of the 2006 awards vested this resulted in 37950 and 23100 tsr 
awards vesting for mr mackay and mr wyman respectively the remuneration 
committee exercised its discretion to recommend to the trustee of the ebt 
that these shares be released to mr mackay and mr wyman on 19 may 2011 
when the price was £2266 of these 19734 and 12012 shares were sold 
on 19 may 2011 to cover income tax liabilities owing by mr mackay and mr 
wyman respectively all of the shares comprised in the first twothirds of this 
part of the executive directors’ 2006 performance share awards lapsed on 19 
may 2009 as tsr for the threeyear period ended 18 may 2009 was below 
median
8
 also in may 2011 the executive directors’ may 2008 performance share 
awards were tested against the applicable tsr and eps performance 
conditions the eps performance measurement was achieved as to 100 
of maximum which resulted in 115000 and 70000 eps awards vesting for 
mr mackay and mr wyman respectively the remuneration committee 
exercised its discretion to recommend to the trustee of the ebt that 115000 
and 70000 shares be released to mr mackay and mr wyman respectively on 
16 may 2011 when the price was £22495 of these 59800 and 36400 
shares were sold on 16 may 2011 to cover income tax liabilities owing by 
mr mackay and mr wyman respectively tsr for the threeyear period ended 
31 march 2011 was 984 which exceeded the peer group median of 253 
by more than 290 and therefore all of the shares comprised in the first 
twothirds of the 2008 awards vested with the remaining onethird to be 
tested against the tsr performance condition for the fiveyear period ending 
31 march 2013 this resulted in 77050 and 46900 tsr awards vesting 
for mr mackay and mr wyman respectively the remuneration committee 
exercised its discretion to recommend to the trustee of the ebt that these 
shares be released to mr mackay and mr wyman on 16 may 2011 when 
the price was £22495 of these 40066 and 24388 shares were sold 
on 16 may 2011 to cover income tax liabilities owing by mr mackay and 
mr wyman respectively
9
 in november 2011 mr mackay’s november 2008 performance share awards 
were tested against the applicable tsr and eps performance conditions the 
eps performance measurement was achieved as to 100 of maximum which 
resulted in 30000 eps awards vesting for mr mackay tsr for the threeyear 
period ended 31 march 2011 was 984 which exceeded the peer group 
median of 253 by more than 290 and therefore all of the shares 
comprised in the first twothirds of the 2008 awards vested with the 
remaining onethird to be tested against the tsr performance condition for 
the fiveyear period ending 14 november 2013 this resulted in 20100 tsr 
awards vesting the remuneration committee exercised its discretion to 
recommend to the trustee of the ebt that these shares be released to mr 
mackay on 14 november 2011 when the price was £2251 of the resulting 
total number of 50100 shares released 26052 shares were sold on 
14 november 2011 to cover income tax liabilities owing by mr mackay
10
 after the year end the remaining onethird of the executive directors’ 
2007 tsr based performance share awards were tested against the tsr 
performance condition for the fiveyear period ended 19 may 2012 tsr for 
this fiveyear period was 152 which exceeded the peer group median of 
36 by 116 and therefore all of the shares comprised in the remaining 
onethird of the 2007 awards vested this resulted in 37950 tsr awards 
vesting for mr mackay the remuneration committee exercised its discretion 
to recommend to the trustee of the ebt that these shares be released to 
mr mackay on 18 may 2012 when the price was £24755 of these 19734 
shares were sold on 18 may 2012 to cover income tax liabilities owing by 
mr mackay 
11
 also after the year end the executive directors’ 2009 performance share 
awards were tested against the applicable tsr and eps performance 
conditions the eps performance measurement was achieved as to 100 
of maximum which resulted in 150000 and 9000 eps awards vesting for 
mr mackay and mr wilson respectively the remuneration committee 
exercised its discretion to recommend to the trustee of the ebt that 150000 
and 9000 shares be released to mr mackay and mr wilson respectively on 
15 may 2012 when the price was £24965 of these 78000 and 3575 
shares were sold on 15 may 2012 to cover income tax liabilities owing by 
mr mackay and mr wilson respectively tsr for the threeyear period ended 
31 march 2012 was 151 which exceeded the peer group median of 62 
by 89 and therefore all of the shares comprised in the first twothirds of the 
2009 awards vested with the remaining onethird to be tested against the tsr 
performance condition for the fiveyear period ending 31 march 2014 this 
resulted in 92150 tsr awards vesting for mr mackay the remuneration 
committee exercised its discretion to recommend to the trustee of the ebt 
that these shares be released to mr mackay on 15 may 2012 when the price 
was £24965 of these 47918 shares were sold on 15 may 2012 to cover 
income tax liabilities owing by mr mackay
12
 mr wilson was appointed to the board on 21 july 2011 and the figures in the 
above table represent the period commencing from his appointment and 
concludes at the end of the financial year on 31 march 2012
13
 mr wyman retired from the board on 21 july 2011 and the figures in the table 
above represent the period of the financial year from 1 april 2011 until 21 july 
2011 while he was a director following mr wyman’s retirement from fulltime 
employment on 31 august 2011 his outstanding performance share awards 
were prorated for time elapsed since their date of grant and will remain 
outstanding along with his other remaining share awards and will vest or not 
on their normal release dates depending on the extent to which the applicable 
performance conditions are met 
14
 on 1 june 2012 messrs mackay and wilson were awarded 125000 and 
75000 conditional awards of performance shares respectively subject to the 
company’s adjusted eps growth performance condition and dr clark was 
awarded 100000 conditional awards of performance shares subject to the 
company’s adjusted eps growth performance condition in anticipation of his 
appointment as chief operating officer and his election as an executive 
director at the annual general meeting on 26 july 2012
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 81 directors’ remuneration report continued 
value share awards
director
effective date 
of award
share price 
on effective 
date of award
£
outstanding 
as at
31 march 2011
or date of 
appointment 
if later
shares per
£10m of
additional
value
awarded 
during
the period
shares per
£10m of
additional
value
released
during 
the period
 ordinary
shares
released
lapsed 
during
the period
shares per
£10m of
additional
value
outstanding 
as at
31 march 2012
or date of 
retirement 
if earlier
shares per
£10m of
additional
value
1
earliest 
possible
release 
date
2
final
vesting date
directors in service as at 31 march 2012
eag mackay 01062010 1951 220 – – – 220 01062013 01062015
01062011 22495 – 220 – – 220 01062014 01062016
 220 220 – – 440
4
js wilson 01062011 22495 – 100 – – 100 01062014 01062016
01122011 2240 – 30 – – 30 01062014 01062016
– 130 – – 130
4
directors who retired during the financial year
mi wyman
3
01062010 1951 130 – – – 130 01062013 01062015
01062011 22495 – 130 – – 130 01062014 01062016
 130 130 – – 260
3
1
 the number of shares which can be released under a value share award 
is capped at the level at which the additional shareholder value created in 
excess of the median growth of the comparator group equals the market 
capitalisation of the company at the beginning of the performance period 
additional shareholder value created is the amount by which the growth in the 
company’s market capitalisation after taking account of net equity cash flows 
exceeds the median growth of a weighted peer group index over the fiveyear 
performance period the payout under the value share awards made in the 
year ended 31 march 2012 for the executive directors and members of the 
executive committee in the aggregate is capped at circa 054 2011 040
of additional shareholder value created over and above the median of the 
comparator group for any one cycle this is the maximum theoretical 
percentage that can be earned in aggregate by the executive directors and 
the members of the executive committee with 9946 of the extra value 
created accruing to shareholders no awards will be released if the growth 
in the company’s market capitalisation after taking account of net equity 
cash flows is only at the median of the comparator group 
2
 value share awards vest on the fifth anniversary of the grant date subject 
to achievement of the performance condition but participants may elect to 
request the trustees of the ebt release all or part of the award following their 
third anniversary of grant during specified quarterly release windows each 
lasting no longer than two weeks participants electing to exercise their 
awards before the fifth anniversary crystallise the number of shares which 
will vest and cannot retest their awards against any future growth in additional 
value these shares will be subject to partial deferral being released to the 
participant in a number of equal instalments over the period up to the fifth 
anniversary of the date of grant and are subject to forfeiture under certain 
circumstances should their employment be terminated before the fifth 
anniversary 
3
 mr wyman retired from the board on 21 july 2011 and the figures in the table 
above represent the period of the financial year between 1 april 2011 and 
21 july 2011 while he was a director following mr wyman’s retirement from 
fulltime employment on 31 august 2011 his outstanding value share awards 
were prorated for time elapsed since their date of grant and will remain 
outstanding along with his other remaining share awards and will vest or not 
on their normal release dates depending on the extent to which the applicable 
performance conditions are met 
4
 on 1 june 2012 messrs mackay and wilson were awarded 220 and 130 value 
shares respectively for each £10 million of additional shareholder value 
created over the five year performance period commencing on 1 april 2012 
and dr clark was awarded 175 value shares on the same terms in anticipation 
of his appointment as chief operating officer and as an executive director at 
the annual general meeting on 26 july 2012
82 sabmiller plc annual report 2012 the following information is not subject to audit
kepler associates undertakes each year the assessment of the 
company’s tsr performance relative to the comparator group and 
the methodology used and the calculations performed for each award 
are reported on by the company’s auditors
for the purpose of calculating tsr and additional shareholder value 
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 using three averaging periods for awards granted 
before june 2010 and six months for awards granted in june 2010 
and subsequently the longer averaging period was adopted in 2010 
to reduce the sensitivity of vesting to shortterm stock market volatility 
the companies comprising the tsr comparator group for all the 
performance share awards which had not yet vested or lapsed as at 
31 march 2012 are listed below
comparator group for outstanding tsr based performance 
share awards granted before june 2010
current constituents
company weighting
1 anheuserbusch inbev 10
2 heineken 10
3 molson coors brewing co 10
4 carlsberg 10
5 diageo 10
6 pernodricard 10
7 kirin holdings 10
8 asahi breweries 10
9 constellation brands 10
10 sapporo holdings 10
1
6
7
8
9
10
2
3
4
5
former constituents removed from the comparator group
•	 anheuserbusch acquired by inbev
•	 femsa ubd acquired by heineken
•	 grolsch acquired by sabmiller
•	 lion nathan acquired by kirin holdings
•	 scottish  newcastle acquired by heineken and carlsberg
•	 foster’s group acquired by sabmiller
comparator group for tsr based value share awards 
granted from june 2010 and thereafter
for 2010 and subsequent awards those companies considered to be 
the most significant competitors of sabmiller and therefore the best 
comparators for benchmarking company performance are weighted 
more heavily the weighting of comparators for value share awards 
granted in june 2010 2011 and 2012 was
current constituents
company weighting
1 anheuserbusch inbev 21
2 heineken 21
3 molson coors brewing co 11
4 carlsberg 11
5 diageo 11
6 pernodricard 5
7 kirin holdings 5
8 asahi breweries 5
9 constellation brands 5
10 sapporo holdings 5
1
6
7
8
9
10
2
3
4
5
foster’s group was originally a constituent of the comparator group 
with a 5 weighting it was removed from the group in december 
2011 following the acquisition of foster’s by sabmiller and its 
weighting was redistributed in proportion among the other members 
of the comparator group
approval
this report and the recommendations of the remuneration committee 
were approved by the board on 11 june 2012 as recommended by 
the remuneration committee on 22 may 2012 and will be submitted 
to shareholders for approval at the 2012 annual general meeting 
this report complies with the requirements of the large and medium
sized companies and groups accounts and reports regulations 
2008 throughout the year ended 31 march 2012 the company 
applied the provisions of the uk corporate governance code relating 
to remuneration
signed on behalf of the board of directors by
john davidson
general counsel and group company secretary
11 june 2012
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 83 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
84 sabmiller plc annual report 2012 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 2012 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 
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 and express an opinion 
on the 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 in addition we read all the financial and 
nonfinancial information in the sabmiller plc annual report to 
identify material inconsistencies with the audited financial statements 
if we become aware of any apparent material misstatements or 
inconsistencies we consider the implications for our report
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 2012 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 ias regulation 
opinion on other matter 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 and
•	 the part of the corporate governance report relating to 
the company’s compliance with the nine provisions of the 
uk corporate governance code specified for our review and
•	 certain elements of the directors’ remuneration report
other matter
we have reported separately on the company financial statements 
of sabmiller plc for the year ended 31 march 2012 and on the 
information in the directors’ remuneration report that is described 
as having been audited
richard hughes senior statutory auditor
for and on behalf of pricewaterhousecoopers llp
chartered accountants and statutory auditors
london
11 june 2012
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 85   notes
2012
usm
2011
usm
revenue 2 21760  19408 
net operating expenses 3 16747 16281
operating profit 2 5013  3127
operating profit before exceptional items 2 3987  3563
exceptional items 4 1026  436
net finance costs 5 562 525
interest payable and similar charges 5a 1093 883
interest receivable and similar income 5b 531  358 
share of posttax results of associates and joint ventures 2 1152  1024 
profit before taxation 5603  3626 
taxation 7 1126 1069
profit for the year 28a 4477  2557 
profit attributable to noncontrolling interests 256  149 
profit attributable to owners of the parent 4221  2408 
 4477  2557 
basic earnings per share us cents 8 2666 1528 
diluted earnings per share us cents 8 2638 1518 
all operations are continuing
the notes on pages 91 to 164 are an integral part of these consolidated financial statements
consolidated income statement
for the year ended 31 march
86 sabmiller plc annual report 2012  notes
2012
usm
2011
usm
profit for the year 4477  2557 
other comprehensive income
currency translation differences on foreign currency net investments 136  644 
– increase in foreign currency translation reserve during the year 153  644 
– recycling of foreign currency translation reserve on disposals 17 – 
net actuarial losses on defined benefit plans 32 9 28
net investment hedges
– fair value losses arising during the year 27b 1 137
cash flow hedges 27b 6  39 
– fair value gains arising during the year –  16 
– fair value losses transferred to inventory 2  2 
– fair value losses transferred to profit or loss 4  21 
tax on items included in other comprehensive income 7 101  22 
share of associates’ and joint ventures’ losses included in other comprehensive income 1314 256 50
other comprehensive income for the year net of tax 23 490 
total comprehensive income for the year 4454  3047 
attributable to
owners of the parent 4199  2904 
noncontrolling interests 255  143 
total comprehensive income for the year 4454  3047
the notes on pages 91 to 164 are an integral part of these consolidated financial statements
consolidated statement of comprehensive income
for the year ended 31 march
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 87 notes
2012
usm
2011
1
usm
assets
noncurrent assets
goodwill 10 20128  11954 
intangible assets 11 9901  4364 
property plant and equipment 12 9299  9331 
investments in joint ventures 13 5520  5813 
investments in associates 14 4946  2719 
available for sale investments 15 30  35 
derivative financial instruments 24 732  330 
trade and other receivables 17 136  140 
deferred tax assets 21 117  184 
loan participation deposit 18 100  – 
 50909  34870 
current assets
inventories 16 1255  1256 
trade and other receivables 17 2156  1687 
current tax assets 482  152 
derivative financial instruments 24 24  16 
available for sale investments 15 1  – 
cash and cash equivalents 18 745  1067 
 4663  4178 
assets of disposal group classified as held for sale 19a 79  66 
4742  4244 
total assets 55651  39114 
liabilities
current liabilities
derivative financial instruments 24 40 50
borrowings 22 1062 1345
trade and other payables 20 4054 3487
current tax liabilities 910 658
provisions 25 717 412
 6783 5952
liabilities of disposal group classified as held for sale 19b 7 66
 6790 6018
noncurrent liabilities
derivative financial instruments 24 69 85
borrowings 22 18164 7115
trade and other payables 20 112 98
deferred tax liabilities 21 3917 2578
provisions 25 586 461
 22848 10337
total liabilities 29638 16355
net assets 26013  22759 
equity
share capital 26 166  166 
share premium 6480  6384 
merger relief reserve 4586  4586 
other reserves 27b 1978  1881 
retained earnings 27a 11863  8991 
total shareholders’ equity 25073  22008 
noncontrolling interests 940  751 
total equity 26013  22759 
1
 as restated see note 29
the balance sheet of sabmiller plc is shown on page 167
the notes on pages 91 to 164 are an integral part of these consolidated financial statements
the financial statements were authorised for issue by the board of directors on 11 june 2012 and were signed on its behalf by
graham mackay  jamie wilson
chief executive  chief financial officer
consolidated balance sheet
at 31 march
88 sabmiller plc annual report 2012  notes
2012
usm
2011
usm
cash flows from operating activities
cash generated from operations 28a 5237  4568 
interest received 516  293 
interest paid 923 933
tax paid 893 885
net cash generated from operating activities 28b 3937  3043 
cash flows from investing activities
purchase of property plant and equipment 1473 1189
proceeds from sale of property plant and equipment 116  73 
purchase of intangible assets 166 126
purchase of available for sale investments 1 3
proceeds from disposal of available for sale investments 2  – 
proceeds from disposal of associates 205  – 
proceeds from disposal of businesses net of cash disposed 23 – 
acquisition of businesses net of cash acquired 10951 60
investments in joint ventures 288 186
investments in associates 52 5
repayment of investments by associates 14  68 
dividends received from joint ventures 13 896  822 
dividends received from associates 120  88 
dividends received from other investments 1  1 
net cash used in investing activities 11600 517
cash flows from financing activities
proceeds from the issue of shares  96  73 
proceeds from the issue of shares in subsidiaries to noncontrolling interests 107  34 
purchase of own shares for share trusts 52 – 
purchase of shares from noncontrolling interests 27 12
proceeds from borrowings 19000  1608 
repayment of borrowings 10139 2767
capital element of finance lease payments 5 5
net cash payments on derivative financial instruments 52 43
dividends paid to shareholders of the parent 1324 1113
dividends paid to noncontrolling interests 109 102
net cash generated fromused in financing activities 7495  2327
net cash outflowinflow from operating investing and financing activities 168 199 
effects of exchange rate changes 39 25 
net decreaseincrease in cash and cash equivalents 207 224 
cash and cash equivalents at 1 april 28c 813  589 
cash and cash equivalents at 31 march 28c 606  813 
the notes on pages 91 to 164 are an integral part of these consolidated financial statements
consolidated cash flow statement
for the year ended 31 march
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 89 consolidated statement of changes in equity 
for the year ended 31 march  
called up 
share capital
usm
share 
premium 
account
usm
merger 
relief 
reserve
usm
other 
reserves
usm
retained 
earnings
usm
total 
shareholders’ 
equity
usm
non
controlling 
interests
usm
total 
equity
usm
at 1 april 2010 165  6312  4586  1322  7525  19910  683  20593 
total comprehensive income –  –  –  559  2345  2904  143  3047 
profit for the year –  –  –  –  2408  2408  149  2557 
other comprehensive income –  –  –  559  63 496  6 490 
dividends paid –  –  –  –  1115 1115 106 1221
issue of sabmiller plc ordinary shares 1  72  –  –  –  73  –  73 
proceeds from the issue of shares in 
subsidiaries to noncontrolling interests –  –  –  –  –  –  34  34 
buyout of noncontrolling interests –  –  –  –  10 10 3 13
credit entry relating to sharebased 
payments –  –  –  –  246  246  –  246 
at 31 march 2011 166  6384  4586  1881  8991  22008  751  22759 
total comprehensive income –  –  –  97  4102  4199  255  4454 
profit for the year –  –  –  –  4221  4221  256  4477 
other comprehensive income –  –  –  97  119 22 1 23
dividends paid –  –  –  –  1324 1324 159 1483
issue of sabmiller plc ordinary shares –  96  –  –  –  96  –  96 
proceeds from the issue of shares in 
subsidiaries to noncontrolling interests –  –  –  –  –  –  107  107 
noncontrolling interests disposed of via 
business disposal –  –  –  –  –  –  64 64
arising on business combinations –  –  –  –  –  –  65  65 
dilution of noncontrolling interests as a 
result of business combinations –  –  –  –  5 5 5  – 
payment for purchase of own shares  
for share trusts –  –  –  –  52 52 –  52
buyout of noncontrolling interests –  –  –  –  7 7 20 27
credit entry relating to sharebased 
payments –  –  –  –  158  158  –  158 
at 31 march 2012 166  6480  4586  1978  11863  25073  940  26013 
the notes on pages 91 to 164 are an integral part of these consolidated financial statements
merger relief reserve
merger relief reserve comprises us3395 million in respect of the excess of value attributed to the shares issued as consideration for miller 
brewing company over the nominal value of those shares and us1191 million relating to the merger relief arising on the issue of sabmiller plc 
ordinary shares for the buyout of noncontrolling interests in the group’s polish business
90 sabmiller plc annual report 2012 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 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 new standards amendments and interpretations of 
existing standards adopted by the group
there were no standards interpretations and amendments adopted 
by the group since 1 april 2011 which had a significant impact on the 
group’s consolidated results or financial position
ii new standards amendments and interpretations of 
existing standards that are not yet effective and have not 
been early adopted by the group
the following standards interpretations and amendments to existing 
standards have been published and are mandatory for the group’s 
accounting periods beginning on or after 1 april 2012 or later periods 
but which have not been early adopted by the group and in relation 
to which the group is yet to assess the full impact
•	 amendment to ias 19 ‘employee benefits’ is effective from 
1 january 2013
1

•	 ifrs 9 ‘financial instruments’ is effective from 1 january 2015¹
•	 ifrs 10 ‘consolidated financial statements’ is effective from 
1 january 2013
1

•	 ifrs 11 ‘joint arrangements’ is effective from 1 january 2013¹
•	 ifrs 12 ‘disclosures of interests in other entities’ is effective from 
1 january 2013
1

•	 ifrs 13 ‘fair value measurement’ is effective from 
1 january 2013
1

¹ not yet endorsed by the eu
there are no other standards interpretations and amendments to 
existing standards that are not yet effective that would be expected 
to have a material impact 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
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 consequent adverse 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 32 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
notes to the consolidated financial statements
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 91 notes to the consolidated financial statements continued
1 accounting policies continued
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 while not meeting the definition of 
reportable segments the group reports separately as segments 
south africa hotels and gaming and corporate as this provides 
useful additional information
e basis of consolidation
sabmiller plc the company is a public limited company incorporated 
in great britain and registered in england and wales the 
consolidated 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 noncontrolling 
interests subsidiaries are included in the financial statements from 
the date control commences until the date control ceases
control is presumed to exist when the group owns directly or 
indirectly through subsidiaries more than half of the voting power 
of an entity unless in exceptional circumstances it can be clearly 
demonstrated that such ownership does not constitute control 
control also exists where the group has the ability to direct or 
dominate decisionmaking in an entity regardless of whether this 
power is actually exercised
on the subsequent disposal or termination of a business the results 
of the business are included in the group’s results up to the effective 
date of disposal the 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
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
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 group recognises its share of associates’ and joint ventures’ 
posttax results as a one line entry before profit before taxation in 
the income statement and its share of associates’ and joint ventures’ 
equity movements as a one line entry under other comprehensive 
income in the statement of comprehensive income
when the group’s interest in an associate or joint venture has been 
reduced to nil because the group’s share of losses exceeds its 
interest in the associate or joint venture the group only provides 
for additional losses to the extent that it has incurred legal or 
constructive obligations to fund such losses or make payments 
on behalf of the associate or joint venture where the investment 
in an associate or joint venture is disposed the investment ceases 
to be equity accounted
iv transactions with noncontrolling interests
transactions with noncontrolling interests are treated as transactions 
with equity owners of the group for purchases from noncontrolling 
interests the difference between any consideration paid and the 
relevant share acquired of the carrying value of net assets of the 
subsidiary is recorded in equity gains or losses on disposals to 
noncontrolling interests are also recorded in equity where there 
is no loss of control
v reduction in interests
when the group ceases to have control joint control or significant 
influence any retained interest in the entity is remeasured to its fair 
value with the change in carrying amount recognised in profit 
or loss the fair value is the initial carrying amount for the purposes 
of subsequently accounting for the retained interest as an associate 
joint venture or financial asset in addition certain amounts previously 
recognised in other comprehensive income in respect of that entity 
are accounted for as if the group had directly disposed of the related 
assets or liabilities this may mean that certain amounts previously 
recognised in other comprehensive income are reclassified to profit 
or loss
if the ownership interest in an associate is reduced but significant 
influence is retained or if the ownership interest in a joint venture is 
reduced but joint control is retained only the proportionate share of 
the carrying amount of the investment and of the amounts previously 
recognised in other comprehensive income are reclassified to profit 
or loss where appropriate
92 sabmiller plc annual report 2012 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
31 march 2012
year ended
31 march 2011
average rate 
australian dollar aud 095 106
south african rand zar 748 715
colombian peso cop 1831 1881
euro € 072 076
czech koruna czk 1765 1904
peruvian nuevo sol pen 273 281
polish zloty pln 299 301
closing rate
australian dollar aud 097 097
south african rand zar 767 677
colombian peso cop 1792 1879
euro € 075 071
czech koruna czk 1852 1727
peruvian nuevo sol pen 267 280
polish zloty pln 313 284
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 
nonmonetary 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 acquisition method is used to account for business combinations 
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
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 consideration transferred is measured as the fair value of the 
assets given equity instruments issued and liabilities incurred or 
assumed at the date of the acquisition and also includes the group’s 
estimate of the fair value of any deferred consideration payable 
acquisitionrelated costs are expensed as incurred where the 
business combination is achieved in stages and results in a change 
in control the acquisition date fair value of the acquirer’s previously 
held equity interest in the acquiree is remeasured to fair value at 
the acquisition date through profit or loss where the business 
combination agreement provides for an adjustment to the cost that 
is contingent on future events the consideration transferred includes 
the fair value of any asset or liability resulting from a contingent 
consideration arrangement on an acquisition by acquisition basis 
the group recognises any noncontrolling interest in the acquiree 
either at fair value or at the noncontrolling interest’s proportionate 
share of the acquiree’s net assets 
ii associates and joint ventures
on acquisition the investment in associates and joint ventures 
is recorded initially at cost subsequently the carrying amount 
is increased or decreased to recognise the group’s share of the 
associates’ and joint ventures’ income and expenses after the 
date of acquisition 
fair values reflecting conditions at the date of acquisition are 
attributed to the group’s share of identifiable assets including 
intangibles liabilities and contingent liabilities acquired the 
consideration transferred is measured as the fair value of the assets 
given equity instruments issued and liabilities incurred or assumed 
at the date of the acquisition and also includes the group’s estimate 
of the fair value of any deferred consideration payable 
the date significant influence or joint control commences is not 
necessarily the same as the closing date or any other date named 
in the contract
iii goodwill
goodwill arising on consolidation represents the excess of the 
consideration transferred the amount of any noncontrolling interest 
in the acquiree and the acquisitiondate fair value of any previous 
equity interest in the acquiree over the fair value of the 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 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
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 93 notes to the consolidated financial statements continued
1 accounting policies continued
the carrying amount of goodwill in respect of associates and joint 
ventures is included in the carrying value of the investment in the 
associate or joint venture
h intangible assets
intangible assets are stated at cost less accumulated amortisation 
on a straightline basis if applicable and impairment losses cost is 
usually determined as the amount paid by the group unless the asset 
has been acquired as part of a business combination intangible 
assets acquired as part of a business combination are recognised 
at their fair value at the date of acquisition amortisation is included 
within net operating expenses in the income statement internally 
generated intangibles are not recognised except for 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
i brands
brands are recognised as an intangible asset where the brand has 
a longterm value acquired brands are only recognised where title 
is clear or the brand could be sold separately from the rest of the 
business and the earnings attributable to it are separately identifiable
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 
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
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 
94 sabmiller plc annual report 2012 1 accounting policies continued
depreciation of returnable bottles and containers is recorded 
to write the containers off over the course of their economic life 
this is typically undertaken in a two stage process 
•	 the excess over deposit value is written down over a period of 
1 to 10 years 
•	 provisions are made against the deposit values for breakages and 
losses in trade together with a design obsolescence provision held 
to write off the deposit value over the expected container design 
period – which is a period of no more than 14 years from the 
inception of a container design this period is shortened where 
appropriate by reference to market dynamics and the ability of 
the entity to use containers for different brands
iv depreciation
no depreciation is provided on freehold land or assets in the course 
of construction in respect of all other property plant and equipment 
depreciation is provided on a straightline basis at rates calculated to 
write off the cost less the estimated residual value of each asset over 
its expected useful life as follows
freehold buildings 20 – 50 years
leasehold buildings shorter of the lease term 
or 50 years
plant vehicles and systems 2 – 30 years
returnable containers 
nonreturnable containers 
are recorded as inventory 1 – 14 years
assets held under 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 amortises them 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 amortisation of the advance is 
included in sales discounts as a reduction to revenue and where there 
are specific marketing activitiescommitments the amortisation is 
included as an operating expense the amounts capitalised are 
reassessed annually for achievement of targets and are impaired 
where there is objective evidence that the targets will not be achieved
assets held at customer premises are included within property plant 
and equipment and are depreciated in line with group policies on 
similar assets 
k inventories
inventories are stated at the lower of cost incurred in bringing each 
product to its present location and condition and net realisable value 
as follows
•	 raw materials consumables and goods for resale purchase cost 
net of discounts and rebates on a 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
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 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 95 notes to the consolidated financial statements continued
1 accounting policies continued
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 
shortterm 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 cash 
generating unit 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
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 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 
96 sabmiller plc annual report 2012 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 
the group presents alternative earnings per share calculations on a 
headline and adjusted basis the adjusted earnings per share figure 
excludes the impact of amortisation of intangible assets excluding 
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 headline earnings per 
share is calculated in accordance with the south african circular 
32009 entitled ‘headline earnings’ which forms part of the listing 
requirements for the jse ltd jse
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 97 notes to the consolidated financial statements continued
1 accounting policies continued
u taxation
the tax expense for the period comprises current and deferred tax 
tax is recognised in the income statement except to the extent that it 
relates to items recognised in other comprehensive income or directly 
in equity in which case it is recognised in other comprehensive 
income or directly in equity respectively
current tax expense is based on the results for the period as adjusted 
for items that are not taxable or not deductible the group’s liability for 
current taxation is calculated using tax rates and laws that have been 
enacted or substantively enacted by the balance sheet date
deferred tax is provided in full using the liability method in respect 
of all temporary differences arising between the tax bases of assets 
and liabilities and their carrying values in the consolidated 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 and a cashsettled sharebased 
compensation plan 
the equitysettled plans comprise share option plans with and 
without market performance conditions attached performance 
share award plans with market conditions attached and awards 
related to the employee element of the broadbased black economic 
empowerment bbbee scheme in south africa an expense is 
recognised to spread the fair value of each award granted after 
7 november 2002 over the vesting period on a straightline basis after 
allowing for an estimate of the share awards that will eventually vest 
a corresponding adjustment is made to equity over the remaining 
vesting period the estimate of the level of vesting is reviewed at least 
annually with any impact on the cumulative charge being recognised 
immediately in addition the group has granted an equitysettled 
sharebased payment to retailers in relation to the retailer element of 
the bbbee scheme a oneoff charge has been recognised based on 
the fair value at the grant date with a corresponding adjustment to 
equity the charge will not be adjusted in the future 
the charges are based on the fair value of the awards as at the date 
of grant as calculated by various binomial model calculations and 
monte carlo simulations 
the charges are not reversed if the options and awards are not 
exercised because the market value of the shares is lower than the 
option price at the date of grant
the proceeds received net of any directly attributable transaction 
costs are credited to share capital nominal value and share premium 
when the options are exercised
for the cashsettled plan a liability is recognised at fair value in the 
balance sheet over the vesting period with a corresponding charge 
to the income statement the liability is remeasured at each reporting 
date on an actuarial basis using the analytic method to reflect the 
revised fair value and to adjust for changes in assumptions such as 
leavers changes in the fair value of the liability are recognised in the 
income statement actual settlement of the liability will be at its 
intrinsic value with the difference recognised in the income statement
98 sabmiller plc annual report 2012 1 accounting policies continued
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
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 forward foreign 
exchange contracts and other specific instruments as necessary 
under the approval of the board 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
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 99 notes to the consolidated financial statements continued
1 accounting policies continued
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 whilst providing effective economic 
hedges under the group’s policies are not designated as hedges 
changes in the fair value of any derivative instruments that do not 
qualify or have not been designated as hedges are recognised 
immediately in the income statement the group does not hold or 
issue derivative financial instruments for speculative purposes
y deposits by customers
returnable containers in circulation are recorded within property 
plant and equipment and a corresponding liability is recorded in 
respect of the obligation to repay the customers’ deposits deposits 
paid by customers for branded returnable containers are reflected in 
the balance sheet within current liabilities any estimated liability that 
may arise in respect of deposits for unbranded containers is shown 
in provisions
z earnings per share
basic earnings per share represents the 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 trusts and in treasury 
during the year
diluted earnings per share represents the profit on ordinary activities 
after taxation attributable to the equity shareholders of the parent 
divided by the weighted average number of ordinary shares in issue 
during the year less the weighted average number of ordinary shares 
held in the group’s employee benefit trusts and in treasury during the 
year plus the weighted average number of dilutive shares resulting 
from share options and other potential ordinary shares outstanding 
during the year
100 sabmiller plc annual report 2012 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 while not meeting the definition of reportable segments the group reports separately as segments south africa hotels 
and gaming and corporate as this provides useful additional information
the segmental information presented below includes the reconciliation of gaap measures presented on the face of the income statement to 
nongaap measures which are used by management to analyse the group’s performance
income statement
group 
revenue 
2012
usm
ebita
2012
usm
group 
revenue 
2011
usm
ebita
2011
usm
latin america 7158  1865  6335  1620 
europe 5482  836  5394  887 
north america 5250  756  5223  741 
africa 3686  743  3254  647 
asia pacific 3510  321  2026  92 
south africa 6302  1303  6079  1204 
– beverages 5815  1168  5598  1067 
– hotels and gaming 487  135  481  137 
corporate –  190 –  147
group 31388  5634  28311  5044 
amortisation of intangible assets excluding software – group and share of associates’ 
and joint ventures’ 264 209
exceptional items – group and share of associates’ and joint ventures’ 1015 467
net finance costs – group and share of associates’ and joint ventures’ 
excluding exceptional items 570 560
share of associates’ and joint ventures’ taxation 170 139
share of associates’ and joint ventures’ noncontrolling interests 42 43
profit before taxation 5603 3626
group revenue including associates and joint ventures
with the exception of south africa hotels and gaming all reportable segments derive their revenues from the sale of beverages revenues are 
derived from a large number of customers which are internationally dispersed with no customers being individually material
revenue
2012
usm
share of
associates’
and joint
ventures’
revenue
2012
usm
group 
revenue
2012
usm
revenue
2011
usm
share of
associates’
and joint
ventures’
revenue
2011
usm
group 
revenue
2011
usm
latin america 7148  10  7158  6324  11  6335 
europe 5347  135  5482  5379  15  5394 
north america 134  5116  5250  117  5106  5223 
africa 2299  1387  3686  2059  1195  3254 
asia pacific 1682  1828  3510  564  1462  2026 
south africa 5150  1152  6302  4965  1114  6079 
– beverages 5150  665  5815  4965  633  5598 
– hotels and gaming –  487  487 –  481  481 
group 21760  9628  31388 19408 8903  28311 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 101 notes to the consolidated financial statements continued
2 segmental analysis continued
operating profit
the following table provides a reconciliation of operating profit to operating profit before exceptional items
operating
profit
2012
usm
exceptional 
items
2012
usm
operating 
profit before 
exceptional 
items 
2012
usm
operating
profit
2011
usm
exceptional 
items
2011
usm
operating 
profit before 
exceptional 
items 
2011
usm
latin america 1617  119  1736  1391  106  1497 
europe 1939  1135 804  596  261  857 
north america –  –  –  16  –  16 
africa 584  162 422  361  4  365 
asia pacific 54  70  124  22 –  22
south africa beverages 1050  41  1091  809  188  997 
corporate 231 41  190 24 123 147
group 5013  1026 3987  3127  436  3563 
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
operating
 profit
 before 
 exceptional 
items
2012
usm
share of
associates’
 and joint
 ventures’ 
operating
 profit before 
exceptional
 items
2012
usm
amortisation 
of intangible
 assets
 excluding
 software
 – group and
 share of
 associates’
 and joint 
ventures’
2012
usm
ebita
2012
usm
operating
 profit 
before 
 exceptional 
items
2011
usm
share of
associates’
 and joint
 ventures’ 
operating
 profit before 
exceptional
 items
2011
usm
amortisation 
of intangible
 assets
 excluding
 software
 – group and
 share of
 associates’
 and joint 
ventures’
2011
usm
ebita
2011
usm
latin america 1736  –  129  1865  1497  –  123  1620 
europe 804  11  21  836  857  2  28  887 
north america –  711  45  756  16  679  46  741 
africa 422  318  3  743  365  277  5  647 
asia pacific 124  132  65  321  22 108  6  92 
south africa 1091  211  1  1303  997  206  1  1204 
– beverages 1091  77  –  1168  997  70  –  1067 
– hotels and gaming –  134  1  135  –  136  1  137 
corporate 190 –  –  190 147 –  –  147
group 3987  1383  264  5634  3563  1272  209  5044 
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
2012
usm
2011
usm
share of associates’ and joint ventures’ operating profit before exceptional items 1383  1272 
share of associates’ and joint ventures’ exceptional items 11  31
share of associates’ and joint ventures’ net finance costs 30 35
share of associates’ and joint ventures’ taxation 170 139
share of associates’ and joint ventures’ noncontrolling interests 42 43
share of posttax results of associates and joint ventures 1152  1024 
102 sabmiller plc annual report 2012 2 segmental analysis continued
ebitda
the following table provides a reconciliation of ebitda the net cash generated from operations before working capital movements to adjusted 
ebitda a reconciliation of profit for the year for the group to ebitda after cash exceptional items for the group can be found in note 28a
ebitda
2012
usm
cash 
exceptional
 items
2012
usm
dividends 
received 
from 
millercoors
2012
usm
adjusted 
ebitda
2012
usm
ebitda
2011
usm
cash 
exceptional
 items
2011
usm
dividends 
received 
from 
millercoors 
2011
usm
adjusted 
ebitda
2011
usm
latin america 2068  112  –  2180  1853  103  –  1956 
europe 1067  58  –  1125  1021  125  –  1146 
north america 22  –  896  918  27  –  822  849 
africa 564  13  –  577  517  4  –  521 
asia pacific 159  88  –  247  17  –  –  17 
south africa beverages 1267  13  –  1280  1143  42  –  1185 
corporate 168 24  –  144 76 19  –  57
group 4979  308  896  6183  4502  293  822  5617 
other segmental information
capital 
expenditure 
excluding 
investment 
activity
1
2012
usm
investment 
activity
2
2012
usm
total 
2012
usm
capital 
expenditure 
excluding 
investment 
activity
1
2011
usm
investment 
activity
2
2011
usm
total
2011
usm
latin america 522  34 488  438  55  493 
europe 324  17  341  265  2 263 
north america –  288  288  –  171  171 
africa 398  82 316  211  24  235 
asia pacific 69  10931  11000  54  15  69 
south africa 284  –  284  275  68 207 
– beverages 284  –  284  275  –  275 
– hotels and gaming –  –  –  –  68 68
corporate 42  1  43  72  3  75 
group 1639  11121  12760  1315  198  1513 
1 
capital expenditure includes additions of intangible assets excluding goodwill and property plant and equipment
2 
investment activity includes acquisitions and disposals of businesses net investments in associates and joint ventures purchases of shares in noncontrolling 
interests and purchases and disposals of available for sale investments
depreciation and 
amortisation
2012
usm
2011
usm
latin america 445  461 
europe 298  309 
africa 128  126 
asia pacific 117  29 
south africa beverages 168  176 
corporate 26  23 
group 1182  1124 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 103 notes to the consolidated financial statements continued
2 segmental analysis continued
geographical information
the uk is the parent company’s country of domicile those countries which account for more than 10 of the group’s total revenue andor 
noncurrent assets are considered individually material and are reported separately below
revenue
2012
usm
2011
usm
uk 359  316 
australia 1025  – 
colombia 3481  3145 
south africa 5150  4965 
usa 124  108 
rest of world 11621  10874 
group 21760  19408 
noncurrent assets
2012
usm
2011
1
usm
uk 354  333 
australia 14577  101 
colombia 8727  8355 
south africa 2760  2939 
usa 5777  5968 
rest of world 17865  16660 
group 50060  34356 
1 
as restated see note 29
noncurrent assets by location exclude amounts relating to derivative financial instruments and deferred tax assets
104 sabmiller plc annual report 2012 3 net operating expenses
2012
usm
2011
usm
cost of inventories recognised as an expense 5049  4640 
– changes in inventories of finished goods and work in progress 18 25 
– raw materials and consumables used 5031  4615 
excise duties¹ 5047  4263 
employee costs see note 6a 2502  2240 
depreciation of property plant and equipment 909  904 
– owned assets 669  662 
– under finance lease 3  3 
– containers 237  239 
net profit on disposal of businesses 1242 – 
profit on disposal of investment in associate 103 159
gain on remeasurement of existing interest in joint venture on acquisition 66 – 
profit on disposal of property plant and equipment 15 5
amortisation of intangible assets 273  220 
– intangible assets excluding software 218  158 
– software 55  62 
other expenses 4906  4566 
– selling marketing and distribution costs 2562  2249 
– repairs and maintenance expenditure on property plant and equipment 325  315 
– impairment of intangible assets –  14 
– impairment of property plant and equipment –  31 
– impairment of trade and other receivables 25  91 
– operating lease rentals – land and buildings 60  61 
– operating lease rentals – plant vehicles and systems 84  78 
– research and development expenditure 7  7 
– acquisitionrelated costs 109  3 
– other operating expenses 1734  1717 
total net operating expenses by nature 17260  16669 
other income 513 388
– revenue received from royalties 43 40
– dividends received from investments 1 1
– other operating income 469 347
net operating expenses 16747  16281 
1 
excise duties of us5047 million 2011 us4263 million have been incurred during the year as follows latin america us1843 million 2011 us1639 
million europe us1204 million 2011 us1160 million north america us3 million 2011 us2 million africa us408 million 2011 us324 million 
asia pacific us626 million 2011 us219 million and south africa us963 million 2011 us919 million the group’s share of millercoors’ excise duties 
incurred during the year was us703 million 2011 us719 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 loss of us27 million 2011 gain of us4 million 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 105 notes to the consolidated financial statements continued
3 net operating expenses continued 
the following fees were paid to a number of different accounting firms as auditors of various parts of the group
2012
usm
2011
usm
group auditors
fees payable to the group’s auditor and their associates for
 the audit of parent company and consolidated financial statements 3  2 
 the audit of group subsidiaries pursuant to legislation 8  8 
11 10
 other services supplied pursuant to legislation 1  1 
 services relating to taxation 7  3 
 services relating to information technology
1
 4  1 
 services relating to corporate finance transactions 3  – 
 other services
1
 3  5 
 29  20 
other audit firms
fees payable to other audit firms for
 auditing of subsidiaries pursuant to legislation 1  2 
 services relating to taxation 2  3 
 services relating to information technology
1
 8  5 
 services relating to corporate finance transactions 1  – 
 services relating to internal audit 1  – 
 other services
1
 7  9 
 20  19 
1 
principally relating to the business capability programme
4 exceptional items
2012
usm
2011
usm
exceptional items included in operating profit
net profit on disposal of businesses 1248  – 
profit on disposal of investment in associate 103  159 
gain on remeasurement of existing interest in joint venture on acquisition 66  – 
litigation 42  – 
business capability programme costs 235 296
transactionrelated costs 109 – 
integration and restructuring costs 60 52
broadbased black economic empowerment scheme costs 29 149
impairments –  98
net exceptional gainslosses included within operating profit 1026  436
exceptional items included in net finance costs
litigationrelated interest income 4  – 
transactionrelated net costs 26 – 
net exceptional losses included within net finance costs 22 – 
share of associates’ and joint ventures’ exceptional items
profitslosses on transactions in associates 46  26
impairments 35 – 
integration and restructuring costs –  5
share of associates’ and joint ventures’ exceptional gainslosses 11  31
net taxation credits relating to subsidiaries’ and the group’s share of associates’ and joint ventures’ 
exceptional items 24  2 
106 sabmiller plc annual report 2012 4 exceptional items continued
exceptional items included in operating profit
net profit on disposal of businesses
during 2012 a profit of us1195 million arose in europe on the disposal of the group’s russian and ukrainian businesses in exchange for a 
24 interest in the enlarged anadolu efes group a profit of us67 million arose in africa on the disposal of the group’s angolan operations in 
exchange for a 275 interest in bih angola partially offset by a loss of us14 million incurred in europe primarily in relation to the recycling of 
the foreign currency translation reserve on the disposal of the distribution business in italy
profit on disposal of investment in associate
during 2012 a profit of us103 million was realised on the disposal of the group’s investment in its associate kenya breweries ltd in africa
in 2011 a profit of us159 million arose on the partial disposal of the group’s shareholding in tsogo sun holdings pty ltd tsogo sun as part 
of the tsogo sungold reef resorts ltd grr merger
gain on remeasurement of existing interest in joint venture on acquisition
during 2012 the group acquired the remaining 50 interest which it did not already own in pacific beverages pty ltd pacific beverages 
from cocacola amatil limited this resulted in a us66 million gain arising on the remeasurement to fair value of the group’s existing interest
litigation
during 2012 in europe a us42 million antitrust fine paid by grolsch prior to its acquisition by sabmiller plc was annulled by the eu general 
court and the payment refunded
business capability programme costs
the business capability programme will streamline finance human resources and procurement activities through the deployment of global 
systems and introduce common sales distribution and supply chain management systems costs of us235 million have been incurred in 
the year 2011 us296 million
transactionrelated costs
during 2012 costs of us109 million were incurred in relation to the foster’s group ltd foster’s transaction
integration and restructuring costs
during 2012 us34 million of restructuring costs were incurred in latin america principally in ecuador peru and the regional office 
and us26 million of integration costs were incurred in asia pacific following the foster’s and pacific beverages acquisitions 
in 2011 in europe us52 million of restructuring costs were incurred in romania the netherlands the canary islands and italy
broadbased black economic empowerment scheme costs
us29 million 2011 us149 million of costs have been incurred in relation to the broadbased black economic empowerment bbbee 
scheme in south africa this represents the ongoing ifrs 2 sharebased payment charge in respect of the employee element of the scheme 
and in the prior year also the oneoff ifrs 2 charge in respect of the retailer element together with the costs associated with the transaction
impairments
in 2011 impairment charges of us98 million were incurred in europe including charges following the classification of the inhouse distribution 
business in italy as held for sale and the closure of the cluj brewery in romania
exceptional items included in net finance costs
litigationrelated interest income
during 2012 us4 million of interest was received in relation to the refund of the antitrust fine in europe
transactionrelated net costs
during 2012 net costs of us26 million were incurred primarily related to the foster’s transaction and included fees relating to financing 
facilities and premiums on derivative instruments which were partially offset by mark to market gains on derivative financial instruments taken 
out in anticipation of the transaction and where hedge accounting could not be applied
share of associates’ and joint ventures’ exceptional items
profitslosses on transactions in associates
during 2012 tsogo sun released deferred consideration relating to a prior acquisition of which the group’s share was us13 million us10 
million profit arose on tsogo sun’s fair value accounting on the change in control on the acquisition of the outstanding stake in the formula 1 
chain and a us23 million profit arose in africa being the group’s share of castel’s profit on disposal of its subsidiary in nigeria
in 2011 the group’s share of the impairment loss on tsogo sun’s existing holding in grr as a result of the merger transaction between these 
two businesses and costs associated with the transaction was us26 million
impairments
during 2012 the group’s share of millercoors’ impairment of the sparks brand amounted to us35 million
integration and restructuring costs
in 2011 the group’s share of millercoors’ integration and restructuring costs was us5 million primarily related to severance costs 
net taxation credits relating to subsidiaries’ and the group’s share of associates’ and joint ventures’ exceptional items
net taxation credits of us24 million 2011 us2 million arose in relation to exceptional items during the year and include us13 million 
2011 us2 million in relation to millercoors although the tax credit is recognised in miller brewing company see note 7
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 107 notes to the consolidated financial statements continued
5 net finance costs
2012
usm
2011
usm
a interest payable and similar charges
interest payable on bank loans and overdrafts 170  123 
interest payable on derivatives 156  163 
interest payable on corporate bonds 463  408 
interest element of finance lease payments 1  1 
net exchange lossesgains on financing activities 13  14
net exchange losses on dividends
1
 –  9 
fair value losses on financial instruments
– fair value losses on standalone derivative financial instruments 144  153 
– ineffectiveness of net investment hedges¹ 4  4 
exceptional interest payable and similar charges¹ 96  – 
other finance charges 46  36 
total interest payable and similar charges 1093  883 
b interest receivable and similar income
interest receivable 55  48 
interest receivable on derivatives 226  212 
fair value gains on financial instruments
– fair value gains on standalone derivative financial instruments 170  92 
– fair value gains on dividendrelated derivatives¹ 3  6 
net exchange gains on dividends¹ 3  – 
exceptional interest receivable and similar income¹ 74  – 
total interest receivable and similar income 531  358 
net finance costs 562  525 
1 
these items have been excluded from the determination of adjusted earnings per share adjusted net finance costs are therefore us542 million 
2011 us518 million
refer to note 23 – financial risk factors for interest rate risk information
6 employee and key management compensation costs
a employee costs
2012
usm
2011
usm
wages and salaries 2038  1837 
sharebased payments 161  130 
social security costs 193  172 
pension costs 112  114 
postretirement benefits other than pensions 13  5 
 2517  2258 
of the us2517 million employee costs shown above us15 million 2011 us18 million has been capitalised within intangible assets and 
property plant and equipment
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
2012
number
2011
number
latin america 26933  25691 
europe 14095  14239 
north america 76  51 
africa 13596  13481 
asia pacific 3804  3358 
south africa 11939  11897 
corporate 701  495 
group 71144  69212 
108 sabmiller plc annual report 2012 6 employee and key management compensation costs continued
c key management compensation
the directors of the group and members of the executive committee excom are defined as key management at 31 march 2012 there were 
27 2011 24 key management 
2012
usm
2011
usm
salaries and shortterm employee benefits 32  26 
postemployment benefits 2  1 
sharebased payments 36  31 
 70  58 
the key management figures given above include the directors
d directors
2012
usm
2011
usm
aggregate emoluments £6087153 2011 £6559226 10  10 
aggregate gains made on the exercise of share options or vesting of share awards 15  2 
notional contributions to unfunded retirement benefits scheme £562679 2011 £nil 1 –
 26  12 
malcolm wyman retired from the board at the conclusion of the 2011 annual general meeting on 21 july 2011 and from fulltime employment 
on 31 august 2011 after which he continued as a parttime employee up to 31 march 2012 only his emoluments up to 21 july 2011 are 
included in the table above
at 31 march 2012 one director 2011 two had retirement benefits accruing under money purchase pension schemes there were no company 
contributions to money purchase pension schemes during the year 2011 £nil
full details of individual directors’ remuneration are given in the directors’ remuneration report on pages 68 to 83
7 taxation
2012
usm
2011
usm
current taxation 957  808 
– charge for the year uk corporation tax us39 million 2011 us11 million 986  817 
– adjustments in respect of prior years 29 9
withholding taxes and other remittance taxes 137  101 
total current taxation 1094  909 
deferred taxation 32  160 
– charge for the year uk corporation tax credit us24 million 2011 usnil 60  183 
– adjustments in respect of prior years 3 16
– rate change 25 7
taxation expense 1126  1069 
tax credit relating to components of other comprehensive income is as follows
deferred tax credit on actuarial gains and losses 71 36
deferred tax creditcharge on financial instruments 30 14 
 101 22
total current tax 1094  909 
total deferred tax 69 138 
total taxation 1025  1047 
effective tax rate  275  282 
see the financial definitions section for the definition of the effective tax rate the calculation is on a basis consistent with that used in prior 
years and is also consistent with other group operating metrics tax on amortisation of intangible assets excluding software was us72 million 
2011 us58 million 
millercoors is not a taxable entity the tax balances and obligations therefore remain with miller brewing company as a 100 subsidiary of the 
group this subsidiary’s tax charge includes tax including deferred tax on the group’s share of the taxable profits of millercoors and includes 
tax in other comprehensive income on the group’s share of millercoors’ taxable items included within other comprehensive income
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 109 notes to the consolidated financial statements continued
7 taxation continued
tax rate reconciliation
2012
usm
2011
usm
profit before taxation 5603  3626 
less share of posttax results of associates and joint ventures 1152 1024
 4451  2602 
tax charge at standard uk rate of 26 2011 28 1157  729 
exempt income 413 21
other incentive allowances 63 20
expenses not deductible for tax purposes 47  131 
deferred taxation on changes in tax legislation within europe division countries –  64
deferred tax asset not recognised 30  32 
initial recognition of deferred taxation 10 – 
tax impact of millercoors joint venture 179  198 
withholding taxes and other remittance taxes 137  101 
other taxes 28  36 
adjustments in respect of foreign tax rates 90  22
adjustments in respect of prior periods 32 25
deferred taxation rate change 25 7
deferred taxation on unremitted earnings of overseas subsidiaries 1  1 
total taxation expense 1126  1069 
8 earnings per share
2012
us cents
2011
us cents
basic earnings per share 2666  1528 
diluted earnings per share 2638  1518 
headline earnings per share 1798  1508 
adjusted basic earnings per share 2148  1915 
adjusted diluted earnings per share 2125  1903 
the weighted average number of shares was
2012
millions of
shares
2011
millions of
 shares
ordinary shares 1661  1656 
treasury shares 72 72
ebt ordinary shares 6 8
basic shares 1583  1576 
dilutive ordinary shares 17  10 
diluted shares 1600  1586 
the calculation of diluted earnings per share excludes 8362920 2011 9045847 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 14799716 2011 12842609 share awards that were 
nondilutive for the year because the performance conditions attached to the share awards have not been met and nil 2011 732869 shares 
in relation to the employee component of the bbbee scheme that were nondilutive for the year these share incentives could potentially dilute 
earnings per share in the future
incentives involving 12590280 shares were granted after 31 march 2012 and before the date of signing of these financial statements
110 sabmiller plc annual report 2012 8 earnings per share continued
adjusted and headline earnings
the group presents an adjusted earnings per share figure which excludes the impact of amortisation of intangible assets excluding 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 32009 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
2012
usm
2011
usm
profit for the year attributable to owners of the parent 4221  2408 
headline adjustments
impairment of business held for sale –  53 
impairment of intangible assets –  14 
impairment of property plant and equipment –  31 
net profit on disposal of businesses 1242 – 
profit on disposal of investment in associate 103 159
gain on remeasurement of existing interest in joint venture on acquisition 66 – 
profit on disposal of property plant and equipment 15 5
tax effects of these items 12  14 
noncontrolling interests’ share of the above items 40  1 
share of joint ventures’ and associates’ headline adjustments net of tax and noncontrolling interests –  20 
headline earnings 2847  2377 
business capability programme costs 235  296 
broadbased black economic empowerment scheme costs 29  149 
integration and restructuring costs 60  52 
transactionrelated costs 109  – 
litigation 42 – 
litigationrelated interest income 4 – 
net gainloss on fair value movements on capital items
1
 2 7 
transactionrelated net finance costs 26  – 
amortisation of intangible assets excluding software 218  158 
tax effects of the above items 101 71
noncontrolling interests’ share of the above items 7 10
share of joint ventures’ and associates’ other adjustments net of tax and noncontrolling interests 32  60 
adjusted earnings 3400  3018 
1 
this does not include all fair value movements but includes those in relation to capital items for which hedge accounting cannot be applied
9 dividends
2012
usm
2011
usm
equity
2011 final dividend paid 615 us cents 2010 510 us cents per ordinary share 973  806 
2012 interim dividend paid 215 us cents 2011 195 us cents per ordinary share 351  309 
 1324  1115 
in addition the directors are proposing a final dividend of 695 us cents per share in respect of the financial year ended 31 march 2012 
which will absorb an estimated us1103 million of shareholders’ funds if approved by shareholders the dividend will be paid on 17 august 
2012 to shareholders registered on the london and johannesburg registers on 10 august 2012 the total dividend per share for the year is 
910 us cents 2011 810 us cents
treasury shares do not attract dividends and the employee benefit trusts have both waived their right to receive dividends further information 
can be found in note 27
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 111 notes to the consolidated financial statements continued
10 goodwill
usm
cost
at 1 april 2010 11918 
exchange adjustments 348 
acquisitions – through business combinations 43 
at 31 march 2011
1
 12309 
exchange adjustments 187 
acquisitions – through business combinations provisional see note 30 8049 
disposals 63
transfers to disposal group classified as held for sale see note 19 29
at 31 march 2012 20453 
accumulated impairment
at 1 april 2010 339 
exchange adjustments 16 
at 31 march 2011 355 
exchange adjustments 20
disposals 10
at 31 march 2012 325 
net book amount
at 1 april 2010 11579 
at 31 march 2011
1
 11954 
at 31 march 2012 20128 
1 
as restated see note 29
2012
provisional goodwill arose on the acquisition through business combinations in the year of foster’s and pacific beverages in australia and 
international breweries plc in nigeria the fair value exercises in respect of these business combinations have yet to be completed
2011
goodwill arose on the acquisition through business combinations of cervecería argentina sa isenbeck casa isenbeck in argentina 
and crown beverages ltd previously crown foods ltd in kenya the fair value exercises in respect of these business combinations are 
now complete
goodwill is monitored principally on an individual country basis and the net book value is allocated by cash generating unit cgu as follows
2012
usm
2011
1
usm
cgus
latin america
– central america 819  830 
– colombia 4809  4590 
– peru 1744  1667 
– other latin america 243  245 
europe
– czech republic 976  1046 
– netherlands 104  109 
– italy 431  457 
– poland 1218  1343 
– other europe 77  126 
north america 256  256 
africa 256  181 
asia pacific
– australia 8215 – 
– india 350  392 
– other asia pacific 12  12 
south africa 618  700 
20128 11954
1 
as restated see note 29
112 sabmiller plc annual report 2012 10 goodwill continued
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 
growth rates 
20132017
posttax
discount rates
longterm 
growth rates
latin america 42–186 80–131 20–30
europe 18–89 77–99 20–35
north america 85 71 25
africa 19–151 83–126 25–71
asia pacific 26–192 76–103 23–70
south africa 28 88 30
impairment reviews results
as a result of the annual impairment reviews no impairment losses have been recognised in the year 2011 usnil
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
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 113 notes to the consolidated financial statements continued
11 intangible assets 
brands
usm
computer 
software
usm
other
usm
total
usm
cost
at 1 april 2010 4724  430  71  5225 
exchange adjustments 106  21  4  131 
additions – separately acquired 20  102  4  126 
acquisitions – through business combinations 10  –  –  10 
transfers –  3  3 – 
transfers from property plant and equipment –  8  –  8 
disposals –  23 –  23
transfers to disposal group classified as held for sale –  1 28 29
at 31 march 2011
1
 4860  540  48  5448 
exchange adjustments 303 32  12  283 
additions – separately acquired 6  165  –  171 
acquisitions – through business combinations see note 30 4775  –  596  5371 
transfers from property plant and equipment –  3  –  3 
disposals 28 30 –  58
at 31 march 2012 9916  646  656  11218 
accumulated amortisation and impairment
at 1 april 2010 617  223  31  871 
exchange adjustments 14  13  3  30 
amortisation 151  62  7  220 
disposals –  22 –  22
impairment –  –  14  14 
transfers to disposal group classified as held for sale –  1 28 29
at 31 march 2011 782  275  27  1084 
exchange adjustments 23 17 2  4 
amortisation 201  55  17  273 
disposals 18 26  –  44
at 31 march 2012 988  287  42  1317 
net book amount
at 1 april 2010 4107  207  40  4354 
at 31 march 2011
1
 4078  265  21  4364 
at 31 march 2012 8928  359  614  9901 
1 
as restated see note 29
during 2012 no impairment charge in respect of intangible assets was incurred 2011 us14 million related to the impairment of intangible 
assets transferred to disposal group classified as held for sale
at 31 march 2012 significant individual brands included within the carrying value of intangible assets are as follows
2012
usm
2011
usm
amortisation
 period 
remaining
 years
brand carrying value
carlton australia 2181  –  40 
águila colombia 1557  1529  33 
victoria bitter australia 1101  –  40 
cristal peru 646  634  33 
grolsch netherlands 451  492  36 
114 sabmiller plc annual report 2012 12 property plant and equipment
assets in
course of
construction
usm
land and
buildings
usm
plant
vehicles
and systems
usm
returnable
containers
usm
total
usm
cost
at 1 april 2010 543  3387  8008  2105  14043 
exchange adjustments 3  126  300  87  516 
additions 551  45  352  273  1221 
acquisitions – through business combinations –  14  9  –  23 
breakages and shrinkage –  –  –  172 172
transfers 733 222  462  49  – 
transfers to intangible assets 6 –  2 –  8
transfers to disposal group classified as held for sale –  5 66 –  71
disposals –  46 276 97 419
at 31 march 2011
1
 358  3743  8787  2245  15133 
exchange adjustments 15 99 350 106 570
additions 801  20  369  306  1496 
acquisitions – through business combinations see note 30 54  342  515  12  923 
breakages and shrinkage –  –  –  73 73
transfers 563 118  383  62  – 
transfers to intangible assets 3 –  –  –  3
transfers to disposal group classified as held for sale see note 19 –  10 44 –  54
disposals 48 354 1268 379 2049
at 31 march 2012 584  3760  8392  2067  14803 
accumulated depreciation and impairment
at 1 april 2010 –  553  3552  1023  5128 
exchange adjustments –  33  175  50  258 
provided during the year –  80  585  239  904 
breakages and shrinkage –  –  –  123 123
impairment –  10  21  –  31 
transfers to disposal group classified as held for sale –  5 66 –  71
transfers –  –  3 3  – 
disposals –  4 248 73 325
at 31 march 2011 –  667  4016  1119  5802 
exchange adjustments –  29 174 57 260
provided during the year –  78  594  237  909 
breakages and shrinkage –  –  –  26 26
transfers to disposal group classified as held for sale see note 19 –  2 25 –  27
disposals –  42 635 217 894
at 31 march 2012 –  672  3776  1056  5504 
net book amount
at 1 april 2010 543  2834  4456  1082  8915 
at 31 march 2011
1
 358  3076  4771  1126  9331 
at 31 march 2012 584  3088  4616  1011  9299 
¹ as restated see note 29
included in land and buildings is freehold land with a cost of us742 million 2011 us616 million which is not depreciated
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 115 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
2012
usm
2011
usm
net book amount 34  13 
included in the amounts above are the following amounts in respect of borrowing costs capitalised
2012
usm
2011
usm
at 1 april 56  58 
exchange adjustments 2 2 
amortised during the year 1 6
capitalised during the year –  2 
at 31 march 53  56 
borrowing costs of usnil 2011 us2 million were capitalised during the year
borrowings are secured by various of the group’s property plant and equipment with an aggregate net book value of us20 million 
2011 us161 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 35 to the consolidated financial statements
usm
at 1 april 2010 5822 
exchange adjustments 12 
investments in joint ventures 186 
share of results retained 667 
share of losses recognised in other comprehensive income 52
dividends received 822
at 31 march 2011 5813 
investments in joint ventures 288 
transfer to subsidiary undertaking 100
share of results retained 671 
share of losses recognised in other comprehensive income 256
dividends received 896
at 31 march 2012 5520 
on 13 january 2012 the remaining 50 interest in pacific beverages was purchased and from this date the company has been accounted for 
as a subsidiary
summarised financial information for the group’s interest in joint ventures is shown below
2012
usm
2011
usm
revenue 5174  5157 
expenses 4502 4489
profit after tax 672  668 
noncurrent assets 5613  5837 
current assets 573  675 
current liabilities 528 531
noncurrent liabilities 801 783
116 sabmiller plc annual report 2012 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 35 to the consolidated financial statements
usm
at 1 april 2010 2213 
exchange adjustments 136 
investments in associates 168 
repayment of investments by associates 68
share of results retained 357 
share of gains recognised in other comprehensive income 2 
dividends receivable 89
at 31 march 2011 2719 
exchange adjustments 107
investments in associates 2056 
repayment of investments by associates 14
acquisitions – through business combinations see note 30 65 
disposal of investments in associates 104
share of results retained 481 
dividends receivable 150
at 31 march 2012 4946 
2012
on 1 january 2012 the group acquired a 275 interest in bih brasseries internationales holding angola ltd bih angola in exchange for 
contributing its angolan businesses including its associate empresa de cervejas n’gola sarl into bih angola castel acquired the 
remaining 725 in bih angola having contributed its angolan businesses into bih angola
on 6 march 2012 the group completed its strategic alliance with anadolu efes the group’s russian business sabmiller rus llc and ukrainian 
business pjsc miller brands ukraine were contributed to anadolu efes in exchange for a 24 equity stake in the enlarged anadolu efes group
on 25 november 2011 the group disposed of its effective 12 investment in kenya breweries ltd generating a profit of us103 million
2011
on 24 february 2011 the tsogo sun group merged with grr a johannesburg stock exchange listed business through an all share merger 
the transaction was effected through the acquisition by grr of tsogo sun and the group exchanged its entire 49 shareholding in tsogo 
sun for a 3968 shareholding in the listed enlarged entity which resulted in a profit of us159 million on the partial disposal of the group’s 
shareholding in tsogo sun and a loss of us26 million being the group’s share of its associate’s loss on the merger transaction the increase 
in the investments in associates includes us159 million being the group’s share of the fair value uplift on the investment in the enlarged entity
on 4 november 2010 tsogo sun gaming pty ltd a wholly owned subsidiary of the group’s associate tsogo sun repaid the zar490 million 
us68 million preference shares issued to sabsa holdings pty ltd a wholly owned subsidiary of the group
the analysis of associated undertakings between listed and unlisted investments is shown below
2012
usm
2011
usm
listed 2536  662 
unlisted 2410  2057 
 4946  2719 
as at 31 march the market value of listed investments included above is
– anadolu efes 1985  – 
– distell group ltd 574  624 
– delta corporation ltd 204  188 
– tsogo sun holdings ltd formerly gold reef resorts ltd 1032  1028 
summarised financial information for associates for total assets total liabilities revenue and profit or loss on a 100 basis is shown below
2012
usm
2011
usm
total assets 18731  14046 
total liabilities 6231 5730
revenue 12963  10921 
net profit 1760  1276 
some of the group’s investments in associated undertakings which operate in african countries are also subject to local exchange control 
regulations these local exchange control regulations provide for restrictions on exporting capital from those countries other than through 
normal dividends
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 117 notes to the consolidated financial statements continued
15 available for sale investments
usm
at 1 april 2010 32 
exchange adjustments 1 
additions 3 
impairment 1
at 31 march 2011 35 
exchange adjustments 2
additions 1 
disposals 3
at 31 march 2012 31 
2012
usm
2011
usm
analysed as
noncurrent 30  35 
current 1  – 
 31  35 
in 2011 the impairment related to the full impairment of the available for sale investments transferred to disposal group classified as held 
for sale
available for sale investments are denominated in the following currencies
2012
usm
2011
usm
sa rand 16  18 
us dollars 9  9 
peruvian nuevo sol 2  3 
other currencies 4  5 
 31  35 
an analysis of available for sale investments between listed and unlisted is shown below
2012
usm
2011
usm
listed  3  3 
unlisted 28  32 
 31  35 
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
2012
usm
2011
usm
raw materials and consumables 675  746 
work in progress 123  122 
finished goods and goods for resale 457  388 
 1255  1256 
the following amount of inventories are expected to be utilised after 12 months
2012
usm
2011
usm
raw materials and consumables 43  35 
there were no borrowings secured on the inventories of the group 2011 usnil
an impairment charge of us12 million was recognised in respect of inventories during the year 2011 us20 million
118 sabmiller plc annual report 2012 17 trade and other receivables
2012
usm
2011
usm
trade receivables 1545  1380 
less provision for impairment 140 147
trade receivables – net 1405  1233 
other receivables 495  463 
less provision for impairment 12 14
other receivables – net 483  449 
amounts owed by associates  205  12 
amounts owed by joint ventures – trade 6  5 
prepayments and accrued income 193  128 
total trade and other receivables 2292  1827 
analysed as
current
trade receivables – net 1389  1219 
other receivables – net 373  326 
amounts owed by associates  205  12 
amounts owed by joint ventures – trade 6  5 
prepayments and accrued income 183  125 
 2156  1687 
noncurrent
trade receivables – net 16  14 
other receivables – net 110  123 
prepayments and accrued income 10  3 
 136  140 
the net carrying values of trade and other receivables are considered a close approximation of their fair values
at 31 march 2012 trade and other receivables of us441 million 2011 us333 million were past due but not impaired these relate to 
customers of whom there is no recent history of default the ageing of these trade and other receivables is shown below
past due
fully
performing
usm
within
30 days
usm
3060 days
usm
6090 days
usm
90180 days
usm
over
180 days
usm
at 31 march 2012
trade receivables 1140  129  58  15  23  29 
other receivables 356  16  13  4  18  3 
amounts owed by associates  72 8 6 – 12 107
amounts owed by joint ventures – trade 6  –  –  –  –  – 
at 31 march 2011
trade receivables 944  133  53  23  23  37 
other receivables 180  36  8  5  6  9 
amounts owed by associates – trade 12  –  –  –  –  – 
amounts owed by joint ventures – trade 5  –  –  –  –  – 
the group holds collateral as security for past due trade receivables to the value of us28 million 2011 us33 million and for past due other 
receivables of usnil 2011 us1 million collateral held primarily includes bank guarantees and charges over assets
at 31 march 2012 trade receivables of us151 million 2011 us167 million were determined to be specifically impaired and provided for 
the amount of the provision at 31 march 2012 was us140 million 2011 us147 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 us1 million 2011 us4 million
at 31 march 2012 other receivables of us13 million 2011 us15 million were determined to be specifically impaired and provided for 
the amount of the provision at 31 march 2012 was us12 million 2011 us14 million and reflects loans to customers which are considered 
to be experiencing difficult economic situations it was assessed that a portion of these receivables is expected to be recovered the group 
did not hold collateral as security against specifically impaired other receivables at 31 march 2012 or 31 march 2011
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 119 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
2012
usm
2011
usm
sa rand 413  397 
us dollars 355  175 
australian dollars 337  3 
euro 241  229 
colombian peso 162  138 
czech koruna 89  97 
british pound 79  87 
polish zloty 142  160 
other currencies 474  541 
 2292  1827 
movements on the provisions for impairment of trade receivables and other receivables are as follows
trade receivables other receivables
2012
usm
2011
usm
2012
usm
2011
usm
at 1 april 147 156 14 11
provision for receivables impairment 25 89 –  2
receivables written off during the year as uncollectible 7  35  1  – 
acquisitions – through business combinations 5 1 –  – 
disposals 20  –  –  – 
transfers to disposal group classified as held for sale 1  73  –  – 
exchange adjustments 9  9 1  1
at 31 march 140 147 12 14
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
2012
usm
2011
usm
shortterm deposits 103  551 
cash at bank and in hand 642  516 
 745  1067 
cash and shortterm deposits of us144 million 2011 us143 million are held in african countries including south africa and are subject to 
local exchange control regulations these local exchange control regulations provide for restrictions on exporting capital from those countries 
other than through normal dividends
the group operates notional cash pools the structures facilitate interest and balance compensation of cash and bank overdrafts these 
notional pooling arrangements meet the setoff rules under ifrs and as a result the cash and overdraft balances have been reported net 
on the balance sheet
effective 1 january 2012 the group combined the operational management of its angolan businesses in africa with the angolan businesses  
of its associate castel with all of the angolan businesses in which the group retains an associate interest being managed from that date by 
castel as a result a participation in a bank loan of us100 million previously owed by an angolan subsidiary of the group is no longer entitled 
to be offset within borrowings the loan participation has been separately disclosed on the balance sheet as a loan participation deposit and 
in the cash flow statement has not been treated as a cash and cash equivalent as it is not readily convertible into cash in accordance with  
ias 7 ‘statement of cash flows’
120 sabmiller plc annual report 2012 19 disposal group held for sale
following the foster’s acquisition and the subsequent purchase of the 50 interest in pacific beverages from cocacola amatil ltd the group 
has agreed to dispose of foster’s interests in its fijian beverage operations foster’s group pacific limited fgpl subject to regulatory 
approvals accordingly the assets and liabilities related to fgpl have been presented as held for sale
in the prior year the assets and liabilities related to the inhouse distribution business in italy were presented as held for sale and the disposal 
group presented within europe in accordance with ifrs 8 ‘operating segments’ the distribution business was disposed of on 13 june 2011
a assets of disposal group classified as held for sale
2012
usm
2011
usm
goodwill 29  – 
property plant and equipment 27  – 
inventories 18  19 
trade and other receivables 5  38 
current tax assets –  5 
cash and cash equivalents –  4 
 79  66 
b liabilities of disposal group classified as held for sale
2012
usm
2011
usm
borrowings 1  – 
trade and other payables 3  55 
provisions 1  10 
deferred tax liabilities 2  – 
current tax liabilities –  1 
 7  66 
20 trade and other payables
2012
usm
2011
1
usm
trade payables 1262  1103 
accruals 1022  760 
deferred income 14  20 
containers in the hands of customers 449  493 
amounts owed to associates – trade 42  24 
amounts owed to joint ventures – trade 17  16 
deferred consideration for acquisitions 12  3 
excise duty payable 383  365 
vat and other taxes payable 248  189 
other payables 717  612 
total trade and other payables 4166  3585 
analysed as
current
trade payables 1262  1103 
accruals 1022  760 
deferred income 6  6 
containers in the hands of customers 449  493 
amounts owed to associates – trade 42  24 
amounts owed to joint ventures – trade 17  16 
deferred consideration for acquisitions 3  1 
excise duty payable 383  365 
vat and other taxes payable 248  189 
other payables 622  530 
 4054  3487 
noncurrent
deferred income 8  14 
deferred consideration for acquisitions 9  2 
other payables 95  82 
 112  98 
1
 as restated see note 29
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 121 notes to the consolidated financial statements continued
21 deferred taxation
the movement on the net deferred tax liability is shown below
2012
usm
2011
usm
at 1 april 2394  2210 
exchange adjustments 60  45 
acquisitions – through business combinations see note 30 1460  1 
transfers to disposal group classified as held for sale see note 19 2 – 
disposals 26 – 
rate change 25 7
transfers to current tax 17 – 
charged to the income statement 57  167 
deferred tax on items chargedcredited to other comprehensive income
–  financial instruments 30 14 
–  actuarial gains and losses 71 36
at 31 march 3800  2394 
the movements in deferred tax assets and liabilities after offsetting of balances as permitted by ias 12 during the year are shown below
fixed asset 
allowances
usm
pensions 
and post
retirement 
benefit 
provisions
usm
intangibles
usm
 financial 
instruments 
 usm 
investment in 
millercoors 
joint venture
 usm 
other timing 
differences
usm
total
usm
deferred tax liabilities
at 1 april 2010 656  13 1210  97 599  19  2374 
exchange adjustments 23  1  27  1 –  4 46 
acquisitions – through business combinations –  –  –  –  –  1  1 
rate change 2 –  9 –  –  1  10
transfers from deferred tax assets 3 5 –  –  27  53 34
chargedcredited to the income statement 37  10  41 43  142  32  223 
deferred tax on items creditedcharged to other 
comprehensive income
– financial instruments –  –  –  7  7  –  14 
–  actuarial gains and losses –  9 –  –  27 –  36
at 31 march 2011 711  16 1187  48 748  4 2578 
exchange adjustments 32 1 96  –  –  8 55 
acquisitions – through business combinations see note 30 21  –  1601  5  –  165 1462 
disposals 49 –  2 –  –  4 55
rate change –  –  –  –  –  25 25
transfers to current tax 1  –  –  –  –  16 15
transfers tofrom deferred tax assets 2  –  –  –  –  23 21
transfers to disposal group classified as held for sale –  –  –  2 –  –  2
chargedcredited to the income statement 112  5  62 –  37  51 41 
deferred tax on items charged to other  
comprehensive income
–  financial instruments –  –  –  1 29 –  30
–  actuarial gains and losses –  2 –  –  69 –  71
at 31 march 2012 766  14 2820  46 687  296 3917 
122 sabmiller plc annual report 2012 21 deferred taxation continued
fixed asset 
allowances
usm
pensions 
and post
retirement 
benefit 
provisions
usm
 provisions 
and
 accruals 
usm
other timing 
differences
usm
total
usm
deferred tax assets
at 1 april 2010 3  7  67  87  164 
exchange adjustments –  –  1  –  1 
rate change –  –  –  3 3
transfers to deferred tax liabilities 3 5 21 5 34
chargedcredited to the income statement –  2 13  45  56 
at 31 march 2011 –  –  60  124  184 
exchange adjustments 1  –  1 5 5
acquisitions – through business combinations see note 30 2  –  –  –  2 
disposals 4 –  7 18 29
transfers to current tax –  –  –  2  2 
rate change –  –  1  1 – 
transfers fromto deferred tax liabilities 2  –  1 22 21
chargedcredited to the income statement 1 –  5  20 16
at 31 march 2012 –  –  57  60  117 
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 pacific latin america and corporate 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 us3860 million 2011 us2568 million are expected to fall due after more than one year
deferred tax assets of us71 million 2011 us103 million are expected to be recovered after more than one year
2012
usm
2011
usm
unrecognised deferred tax assets
deferred tax assets have not been recognised in respect of the following items
tax losses 161  144 
tax credits –  40 
capital allowances in excess of depreciation 13  11 
sharebased payments 25  29 
other deductible temporary differences 107  113 
 306  337 
deferred tax assets in respect of tax losses are not recognised unless there is convincing evidence that there will be sufficient profits in future 
years to recover the assets a significant part of the tax losses arise in the uk and the value has been calculated at the substantively enacted 
rate of 24 it has been announced that the rate will fall annually to 23 and 22 commencing 1 april 2013 the impact of these reductions 
is not anticipated to have a material impact on the financial statements
the deferred tax assets will not expire unlike 2011 where us40 million tax credits were set to expire if conditions for utilisation were 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 us37 million 2011 us31 million has been recognised a deferred tax liability of us51 million 2011 us75 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 us8600 million 2011 us6900 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 uk legislation which largely exempts from uk tax the overseas dividends received the temporary differences arising on 
unremitted profits are unlikely to lead to additional corporate taxes however remittance to the uk of those earnings may still result in 
a tax liability principally as a result of withholding taxes levied by the overseas tax jurisdictions in which those subsidiaries operate
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 123 notes to the consolidated financial statements continued
22 borrowings
2012
usm
2011
usm
current
secured
overdrafts 10  21 
obligations under finance leases 5  4 
other secured loans 6  10 
 21  35 
unsecured
zar1600 million 9935 notes due 2012
1
 209  – 
cop370 billion ipc  818 ordinary bonds due 2012
2
 220  – 
us600 million 62 notes due 2011
3
 –  609 
other unsecured loans 484  464 
overdrafts 128  237 
 1041  1310 
total current borrowings 1062  1345 
the fair value of current borrowings equals the carrying amount as the impact of discounting is not significant
1
 on 19 july 2007 sabsa holdings pty ltd issued zar1600 million 9935 guaranteed notes due july 2012 guaranteed by sabmiller plc 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 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
 with effect from 31 march 2011 987 of the bonds issued by bavaria sa have been guaranteed by sabmiller plc
3
 on 28 june 2006 sabmiller plc issued us600 million 62 notes due july 2011 the notes were repaid on 1 july 2011
2012
usm
2011
usm
noncurrent
secured
obligations under finance leases 16  5 
other secured loans 12  152 
 28  157 
unsecured
us1000 million 185 notes due 2015
123
 1000  – 
us2000 million 245 notes due 2017
123
 1993  – 
us2500 million 375 notes due 2022
123
 2483  – 
us1500 million 495 notes due 2042
123
 1484  – 
us1100 million 55 notes due 2013
23416
 1124  1138 
€1000 million 45 notes due 2015
3516
 1367  1417 
us300 million 6625 notes due 2033
23616
 416  361 
us850 million 65 notes due 2016
23716
 960  943 
us550 million 57 notes due 2014
23816
 588  594 
us700 million 65 notes due 2018
23816
 811  759 
pen150 million 675 notes due 2015
3916
 56  53 
us300 million 4875 notes due 2014
2310
 335  – 
us700 million 5125 notes due 2015
2311
 730  – 
us300 million 7875 notes due 2016
312
 383  – 
us300 million 5875 notes due 2035
2311
 358  – 
cop640 billion ipc  73 ordinary bonds due 2014
13
 391  387 
cop5618 billion ipc  652 ordinary bonds due 2015
13
 320  335 
cop370 billion ipc  818 ordinary bonds due 2012
13
 –  213 
cop3385 billion ipc  75 ordinary bonds due 2013
13
 205  199 
zar1600 million 9935 notes due 2012
314
 –  236 
us2169 million unsecured loan due december 2014
15
 2180  – 
us750 million unsecured loan due september 2016
15
 744  – 
other unsecured loans 208  323 
 18136  6958 
total noncurrent borrowings 18164  7115 
total current and noncurrent borrowings 19226  8460 
analysed as
borrowings 19067  8193 
obligations under finance leases 21  9 
overdrafts 138  258 
 19226  8460 
124 sabmiller plc annual report 2012 22 borrowings continued 
the fair value of noncurrent borrowings is us18821 million 2011 us7587 million the fair values are based on a combination of market 
quoted prices and cash flows discounted using prevailing interest rates
1
 on 17 january 2012 sabmiller holdings inc issued us1000 million 185 notes due january 2015 us2000 million 245 notes due january 2017 
us2500 million 375 notes due january 2022 and us1500 million 495 notes due january 2042 guaranteed by sabmiller plc
2
 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
3
 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 7 august 2003 miller brewing company issued us1100 million 55 guaranteed notes due august 2013 since 1 july 2008 sabmiller plc has been 
the sole obligor of the notes 
5
 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
6
 on 7 august 2003 sabmiller plc issued us300 million 6625 guaranteed notes due august 2033 since 10 september 2010 the principal and interest 
in respect of the notes has not been guaranteed
7
 on 28 june 2006 sabmiller plc issued us850 million 65 notes due july 2016
8
 on 17 july 2008 sabmiller plc issued us550 million 57 notes due january 2014 and us700 million 65 notes due july 2018 
9
 on 12 march 2010 sabmiller plc issued pen150 million 675 notes due march 2015 
10
 on 5 october 2004 foster’s finance corp issued us300 million 4875 notes due october 2014 guaranteed by foster’s
11
 on 28 june 2005 fbg finance ltd issued us700 million 5125 notes due june 2015 and us300 million 5875 notes due june 2035 guaranteed by foster’s
12
 on 3 june 1996 fbg finance ltd issued us300 million 7875 notes due june 2016 guaranteed by foster’s
13
 with effect from 31 march 2011 855 of the 2014 bonds 940 of the 2015 bonds 987 of the 2012 bonds and 974 of the 2013 bonds all issued by 
bavaria sa have been guaranteed by sabmiller plc
14
 on 19 july 2007 sabsa holdings pty ltd issued zar1600 million 9935 guaranteed notes due july 2012 guaranteed by sabmiller plc 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
15
 on 9 september 2011 the group entered into us12500 million multicurrency committed syndicated facilities primarily for the purpose of acquiring foster’s 
by 31 march 2012 us9081 million of this facility had been voluntarily cancelled of the remaining us3419 million facility us500 million is a revolving credit 
facility and undrawn
16
 on 11 june 2012 sabmiller holdings inc entered into a contingent guarantee of the obligations of sabmiller plc in respect of these notes and certain of its other 
present and future external borrowings this guarantee takes effect upon the occurrence of certain insolvency events in relation to sabmiller plc
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 125 notes to the consolidated financial statements continued
22 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
2012
usm
2011
usm
amounts expiring
within one year 774  967 
between one and two years 12  2118 
between two and five years 788  79 
in five years or more 2236 –
 3810  3164 
in april 2011 the group entered into a fiveyear us2500 million committed syndicated facility with the option of two oneyear extensions 
in march 2012 the maturity of us2236 million of this facility was extended to april 2017 this facility replaced the us2000 million and 
us600 million committed syndicated facilities which were both voluntarily cancelled and which are shown in the comparatives in the table 
above as expiring between one and two years and within one year respectively the contingent guarantee referred to in footnote 16 on  
page 125 extends to the obligations of sabmiller plc in respect of this facility
maturity of obligations under finance leases
obligations under finance leases are as follows
2012
usm
2011
usm
the minimum lease payments under finance leases fall due as follows
within one year 6  4 
between one and five years 17  5 
23 9
future finance charges 2 –
present value of finance lease liabilities 21  9 
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
borrowings 
and 
overdrafts
usm
finance 
leases
usm
net derivative
 financial 
assets
1
note 24
usm
2012
total
usm
borrowings 
and 
overdrafts
usm
finance 
leases
usm
net derivative 
financial
assets
1
note 24
usm
2011
total
usm
amounts falling due
between one and two years 1964  2  8 1958  593  –  3 590 
between two and five years 10605  14  356 10263  4458  5  80 4383 
in five years or more 5579  –  254 5325  2059  –  228 1831 
 18148  16  618 17546  7110  5  311 6804 
1
 net borrowingsrelated derivative financial instruments only
126 sabmiller plc annual report 2012 23 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
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 including trinity procurement gmbh trinity the group’s centralised procurement function risk management of key brewing and 
packaging materials has now been substantially transferred to trinity some of the risk management strategies include the use of derivatives 
principally in the form of forward foreign currency contracts cross currency swaps interest rate swaps and exchangetraded futures contracts 
in order to manage the currency interest rate and commodities exposures arising from the group’s operations the group also purchases call 
options where these provide a costeffective hedging alternative and where they form part of an option collar strategy the group also sells put 
options to reduce or eliminate the cost of purchased options it is the policy of the group that no trading in 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 us4429 million of us dollar borrowings and €255 million of euro 
borrowings have been swapped into currencies that match the currency of the underlying operations of the group including south african 
rand peruvian nuevo sol czech koruna polish zloty australian dollar and colombian peso of these financial derivatives us2406 million 
and €255 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 associates and 
joint ventures 
the group is also exposed to transactional currency risk on sales and purchases that are denominated in a currency other than the respective 
functional currencies of group entities these exposures are presently managed locally by group entities which subject to regulatory 
constraints or currency market limitations hedge a proportion of their foreign currency exposure estimated to arise over a period of up to 
18 months committed transactional exposures that are certain are hedged fully without limitation in time the group principally uses forward 
exchange contracts to hedge currency risk
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 127 notes to the consolidated financial statements continued
23 financial risk factors continued
the tables below set out the group’s currency exposures from financial assets and liabilities held by group companies in currencies other than 
their functional currencies and resulting in exchange movements in the income statement and balance sheet
us dollars
usm
sa rand
usm
australian 
dollars
usm
euro
usm
other 
european 
currencies
usm
latin 
american 
currencies
usm
other
usm
total
usm
financial assets
trade and other receivables 25  130  4  46  155 – 61 421 
derivative financial instruments
1
 2273  40  –  543  231  –  21  3108 
cash and cash equivalents 50 7 1 22 5 2 21 108
intragroup assets 278 63 17 1080 323 – 3 1764
at 31 march 2012 2626 240 22 1691 714 2 106 5401
potential impact on earnings – lossgain
20 increase in functional currency 345 40 4 211 81 – 15 696
20 decrease in functional currency 414 47 4 254 97 – 19 835
potential impact on other comprehensive income  
– lossgain
20 increase in functional currency 93 1 –  71 39 –  2 206
20 decrease in functional currency 111  1  –  85  46  –  2  245 
financial liabilities
trade and other payables 160 54 18 159 384 19 21 815
derivative financial instruments¹ 236 492 1035 121 709 510 – 3103
borrowings 1692 –  2069 1381 – 56 62 5260
intragroup liabilities 8 79 278 159 189 – 2 715
at 31 march 2012 2096 625 3400 1820 1282 585 85 9893
potential impact on earnings – gainloss
20 increase in functional currency 349  22  49 287 95 3 15 820
20 decrease in functional currency 419 27 59 344 115 4 16 984
potential impact on other comprehensive income 
– gainloss
20 increase in functional currency –  82  517  17  118 95 – 829 
20 decrease in functional currency –  98 621 20 142 113 – 994
1
 these represent the notional amounts of derivative financial instruments
128 sabmiller plc annual report 2012 23 financial risk factors continued
us dollars
usm
sa rand
usm
euro
usm
other 
european 
currencies
usm
other 
african 
currencies
usm
other
usm
total
usm
financial assets
trade and other receivables 34  216  42  2  62  92  448 
derivative financial instruments¹ 540  16  488  486  –  69  1599 
cash and cash equivalents 45  10  121  7  13  14  210 
intragroup assets 143  –  1338  539  –  29  2049 
at 31 march 2011 762  242  1989  1034  75  204  4306 
potential impact on earnings – lossgain
20 increase in functional currency 50 40 289 137 13 34 563
20 decrease in functional currency 60  48  346  165  15  41  675 
potential impact on other comprehensive income  
– lossgain
20 increase in functional currency 77 –  43 35 –  –  155
20 decrease in functional currency 92  –  51  42  –  –  185 
financial liabilities
trade and other payables 293 111 182 13 27 175 801
derivative financial instruments¹ 93 668 355 1195 –  117 2428
borrowings 40 –  1515 –  43 147 1745
intragroup liabilities 12 146 314 306 1 43 822
at 31 march 2011 438 925 2366 1514 71 482 5796
potential impact on earnings – gainloss
20 increase in functional currency 73  49  316  140  12  41  631 
20 decrease in functional currency 88 59 380 167 14 49 757
potential impact on other comprehensive income  
– gainloss
20 increase in functional currency –  105  78  113  –  39  335 
20 decrease in functional currency –  126 93 135 –  47 401
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 us1224 million at 31 march 2012 2011 us927 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 goodwill or to the income statement as appropriate
the group holds net investment hedges totalling us5312 million at 31 march 2012 2011 us1944 million the foreign exchange gains or 
losses on these contracts are recorded in the net investment hedging reserve and partially offset the foreign currency translation risk on the 
group’s foreign currency net assets
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 129 notes to the consolidated financial statements continued
23 financial risk factors continued
ii interest rate risk
as at 31 march 2012 43 2011 40 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 adjusted ebitda the policy also excludes borrowings arising from recent acquisitions and any inflationlinked 
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 2012 on a policy adjusted basis excluding borrowings from recent acquisitions and any inflationlinked debt 45 2011 44 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 044 2011 067 of adjusted ebitda
the cash flow interest rate risk sensitivities on variable debt and interest rate swaps were
us dollars
usm
sa rand
usm
australian 
dollars
usm
euro
usm
other 
european 
currencies
usm
colombian 
peso
usm
other
usm
total
usm
at 31 march 2012
net debt
1
 13141  192  2226  1359 34  1148  450  18482 
less fixed rate debt 12665 –  –  1367 –  –  282 14314
variable rate debt 476  192  2226  8 34 1148  168  4168 
adjust for
financial derivatives 3692  183  1083 885 139  –  –  5982 
net variable rate debt exposure 4168 375  3309  877  105  1148  168  10150 
 100 bps change
potential impact on earnings 42  4  34  9  1  12  2  104 
 100 bps change
potential impact on other comprehensive income – –  12  –  –  –  –  12 
at 31 march 2011
net debt
1
 4011  263  18  1416  23 1106  598  7389 
less fixed rate debt 4404 236 –  1417 –  –  168 6225
variable rate debt 393 27  18  1 23 1106  430  1164 
adjust for
financial derivatives 1380  202  –  705  564  –  –  2851 
net variable rate debt exposure 987  229  18  704  541  1106  430  4015 
 100 bps change
potential impact on earnings 10  2  –  7  5  11  5  40 
 100 bps change
potential impact on other comprehensive income  –  –  –  3  –  –  –  3 
1
 excluding net borrowingsrelated derivative instruments
fair value sensitivity analysis for fixed income instruments
changes in the market interest rates of nonderivative financial instruments with fixed interest rates only affect income if these are measured at 
their fair value as such all financial instruments with fixed rates of interest that are accounted for at amortised cost are not subject to interest 
rate risk as defined in ifrs 7
the group holds derivative contracts with a nominal value of us6217 million as at 31 march 2012 2011 us2933 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 2011
130 sabmiller plc annual report 2012 23 financial risk factors continued 
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
2012
 
2011
total 
borrowings
usm
effect of 
derivatives
usm
total 
exposure
usm
total 
borrowings
usm
effect of 
derivatives
usm
total 
exposure
usm
financial liabilities
repricing due
within one year 5138  5981  11119  2959  2834  5793 
between one and two years 1712  900 812  –  –  – 
between two and five years 6824  3874 2950  3438  1459 1979 
in five years or more 5552  1207 4345  2063  1375 688 
total interest bearing 19226  –  19226  8460  –  8460 
analysed as
fixed rate interest 14314  5981 8333  6225  2834 3391 
floating rate interest 4912  5981 10893  2235  2834  5069 
total interest bearing 19226  –  19226  8460  –  8460 
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 commodity price risk is managed within minimum and maximum guard rails principally through 
multiyear fixed price contracts with suppliers and where appropriate derivative contracts the group hedges a proportion of commodity 
supply and price risk for a period of up to five years where derivative contracts are used the group manages exposures principally through 
exchangetraded futures forwards and swaps
at 31 march 2012 the notional value of commodity derivatives amounted to us36 million 2011 us21 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 dealing 
only with counterparties with a minimum credit rating of bbb by standard  poor’s and baa3 from moody’s for banks with a lower credit 
rating or with no international credit rating a maximum limit of us4 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 us3657 million 2011 us2984 million 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 
at 31 march 2012 the group had the following core lines of credit that were available for general corporate purposes
sabmiller plc
•	 us2500 million committed syndicated facility of which us264 million is due to expire in april 2016 and us2236 million is due to expire 
in april 2017
sabmiller holdings inc
•	 us500 million revolving credit facility which is due to expire in september 2016
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 131 notes to the consolidated financial statements continued
23 financial risk factors continued 
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 2012 borrowing capacity under committed bank facilities amounted to us3810 million 2011 us3164 million
the table below analyses the group’s financial liabilities which will be settled on a net basis into relevant maturity groupings based on 
the remaining period at the balance sheet 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 
1 year
usm
between 
1 and 2 
years
usm
between 
2 and 5 
years
usm
over
5 years
usm
at 31 march 2012
borrowings 1803 2904 11763 8361
derivative financial instruments 18 16  11 35
trade and other payables 3416 95 7 4
financial guarantee contracts 6  2 6 4
at 31 march 2011
1
borrowings 1689 1096 4380 2003
derivative financial instruments 124 18 21 2
trade and other payables 2927 73 –  – 
financial guarantee contracts 5 3 –  – 
1 
as restated see note 29
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 
1 year
usm
between 
1 and 2 
years
usm
between 
2 and 5 
years
usm
over
5 years
usm
at 31 march 2012
forward foreign exchange contracts
outflow 399 12 –  – 
inflow 401  12  –  – 
cross currency swaps
outflow 278 346 1686 866
inflow 216  331  1637  877 
at 31 march 2011
forward foreign exchange contracts
outflow 423 30 –  – 
inflow 384  30  –  – 
cross currency swaps
outflow 29 33 315 422
inflow 19  23  326  446 
capital management
the capital structure of the group consists of net debt see note 28c 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 adjusted ebitda and interest cover these provide a framework within which the group’s capital base is managed including 
dividend policy if the group fails to meet the financial targets required by the ratings agencies a credit rating downgrade could impact the 
average interest rate of borrowings of the group and the future availability of credit to the group
the group is currently rated baa1 by moody’s investors service and bbb by standard  poor’s ratings services both with a stable outlook
132 sabmiller plc annual report 2012 23 financial risk factors continued
fair value estimation
the following table presents the group’s financial assets and liabilities that are measured at fair value
level 1
usm
level 2
usm
level 3
usm
total
usm
at 31 march 2012
assets
financial assets at fair value through profit or loss
derivative financial instruments –  756  –  756 
available for sale investments 1  18  12  31 
total assets 1  774  12  787 
liabilities
financial liabilities at fair value through profit or loss
derivative financial instruments –  109 –  109
total liabilities –  109 –  109
at 31 march 2011
assets
financial assets at fair value through profit or loss
derivative financial instruments –  346  –  346 
available for sale investments 1  19  15  35 
total assets 1  365  15  381 
liabilities
financial liabilities at fair value through profit or loss
derivative financial instruments –  135 –  135
total liabilities –  135 –  135
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 years ended 31 march
available for sale
 investments
2012
usm
2011
usm
at 1 april 15  15 
exchange adjustments 1 – 
additions –  1 
disposals 2 – 
impairments –  1
at 31 march 12 15
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 133 notes to the consolidated financial statements continued
24 derivative financial instruments
current derivative financial instruments
2012 2011
assets
usm
liabilities
usm
assets
usm
liabilities
usm
embedded derivatives –  1 –  – 
forward foreign currency contracts – on operating items 7  13 3  12
forward foreign currency contracts – on borrowings
1
 14  12 1  1
forward foreign currency contracts designated as net investment hedges –  –  –  13
forward foreign currency contracts designated as cash flow hedges 3  12 8  11
cross currency swaps – on borrowings¹ –  –  –  13
commodity contracts designated as cash flow hedges –  2 4  – 
 24  40 16  50
1
 borrowingsrelated derivative financial instruments amounting to a net asset of us2 million 2011 net liability of us13 million
noncurrent derivative financial instruments
2012 2011
assets
usm
liabilities
usm
assets
usm
liabilities
usm
interest rate swaps designated as fair value hedges
1
 394  18 269  4
interest rate swaps designated as cash flow hedges
1
 –  4 –  7
interest rate swaps – on borrowings
1
55  9 –  – 
forward foreign currency contracts – on borrowings
1
 5  –  4  1
forward foreign currency contracts – on operating items designated as net investment hedges 42  21 1  16
forward foreign currency contracts – on borrowings designated as net investment hedges
1
 –  10 –  – 
cross currency swaps – on borrowings
1
 74  –  50  – 
cross currency swaps designated as cash flow hedges
1
 18  –  –  – 
cross currency swaps designated as fair value hedges
1
 113  –  –  – 
cross currency swaps designated as net investment hedges 31  7 6  56
commodity contracts designated as cash flow hedges –  –  –  1
 732  69 330  85
1
 borrowingsrelated derivative financial instruments amounting to a net asset of us618 million 2011 us311 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 2012 the notional amount of the us dollar interest rate swaps was us3950 million 2011 us2225 million the fixed interest 
rates received vary from 185 to 6625 2011 55 to 6625 and the floating interest rates paid vary from libor plus 716 bps to libor 
plus 1778 bps 2011 libor plus 716 bps to libor plus 1988 bps on the notional amount
as at 31 march 2012 the notional amount of the euro interest rate swaps was €500 million 2011 €500 million the fixed interest rates received 
are 45 2011 45 and floating interest rates paid vary from euribor plus 177 bps to euribor plus 178 bps on the notional amount 
2011 euribor plus 177 bps to euribor plus 178 bps on the notional amount
foster’s has entered into interest rate swaps and cross currency interest rate swaps the cumulative effect of which is to receive fixed us 
dollar interest and pay australian dollar floating interest and to convert the profile of the us dollar borrowings into australian dollars 
these swaps have been designated as fair value hedges to hedge the exposure of the australian operations to changes in the fair value 
of the us dollar borrowings
as at 31 march 2012 the notional amount of the interest rate swaps was us600 million 2011 usnil the fixed interest rates received vary 
from 4875 to 7875 and the floating rates paid vary from libor plus 47 bps to libor plus 73 bps on the notional amounts
134 sabmiller plc annual report 2012 24 derivative financial instruments continued
the notional amount of the cross currency interest rate swaps was us1600 million 2011 usnil these were 
•	 us1000 million received us dollar fixed rate interest varying from 5125 to 5875 and paid floating australian dollar interest with 
rates varying from australian bank bills plus 268 bps to australian bank bills plus 410 bps and
•	 us600 million received floating us dollar interest with rates varying from libor plus 47 bps to libor plus 71 bps and paid floating 
australian dollar interest with rates varying from australian bank bills plus 87 bps to australian bank bills plus 117 bps
as at 31 march 2012 the carrying value of the hedged borrowings was us6827 million 2011 us3212 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 us515 million equivalent 2011 us99 million the fair value of these interest rate swaps was a 
liability of us4 million 2011 us7 million the fixed interest rate paid varies from 427 to 438 2011 47 and the floating rates received 
are australian bank bills plus zero bps 2011 euribor plus zero bps as at 31 march 2012 the carrying value of the hedged borrowings was 
us535 million 2011 us99 million
the group has entered into forward exchange contracts designated as cash flow hedges to manage shortterm foreign currency exposures 
to expected net operating costs including future trade imports and exports as at 31 march 2012 the notional amounts of these contracts 
were €317 million us557 million gbp128 million and czech koruna czk 12 million 2011 €182 million us460 million gbp120 million 
and czk299 million
the group has entered into commodity contracts designated as cash flow hedges to manage the future price of commodities as at 31 march 
2012 the notional amount of forward contracts for the purchase price of corn was us3 million 2011 us2 million and the notional amount 
of forward contracts for the purchase price of aluminium was us33 million 2011 us19 million
the following table indicates the period in which the cash flows associated with derivatives that are cash flow hedges are expected to occur 
and impact the income statement
carrying 
amount
usm
expected 
cash flows
usm
less than 
1 year
usm
between 1 
and 2 years
usm
between 2 
and 5 years
usm
more than 
5 years
usm
at 31 march 2012
interest rate swaps
liabilities 4 4 1  2 1  – 
forward foreign currency contracts
assets 3  4  4  –  –  – 
liabilities 12 13 13 –  –  – 
commodity contracts
liabilities 2 2 2 –  –  – 
 15 15 12 2 1  – 
at 31 march 2011
interest rate swaps
liabilities 7 7 2 2 3 – 
forward foreign currency contracts
assets 8  9  9  –  –  – 
liabilities 11 12 12 –  –  – 
commodity contracts
assets 4  4  4  –  –  – 
liabilities 1 1 –  1 –  – 
 7 7 1 3 3 – 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 135 notes to the consolidated financial statements continued
24 derivative financial instruments continued
iii hedges of net investments in foreign operations
the group has entered into several forward foreign currency contracts and cross currency swaps which it has designated as hedges of 
net investments in its foreign subsidiaries in south africa australia the czech republic poland colombia and peru to hedge the group’s 
exposure to foreign exchange risk on these investments net losses relating to forward foreign currency contracts and cross currency swaps 
of us1 million 2011 us137 million have been recognised in other comprehensive income
analysis of notional amounts on financial instruments designated as net investment hedges
2012
m
2011
m
forward foreign currency contracts
sa rand zar 2374  1459 
czech koruna czk 6825  5500 
peruvian nuevo sol pen 631  328 
australian dollars aud 1000  – 
polish zloty pln 630  – 
colombian pesos cop 490476  – 
cross currency swaps
sa rand zar 1404  2799 
polish zloty pln 433  649 
czech koruna czk –  2258 
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 2012 the notional amounts of these contracts were €91 million us150 million and zar37 million 2011 €83 million 
and us136 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 2012 
the notional amounts of these contracts were €60 million gbp34 million romanian lei ron 196 million polish zloty pln 189 million 
swiss franc chf 15 million south african rand zar 632 million czech koruna czk 1425 million and australian dollars aud 209 million 
2011 €21 million gbp25 million russian rouble rub 2530 million ron319 million pln230 million chf15 million zar66 million and 
czk2500 million
ii cross currency swaps
the group has entered into cross currency swaps to manage foreign currency exposures on intercompany loan balances these derivatives 
are fair valued based on discounted future cash flows with gains and losses taken to the income statement as at 31 march 2012 the notional 
amounts of these contracts were €317 million 2011 €317 million rub1400 million and pln443 million
fair value gainloss on financial instruments recognised in the income statement
2012
usm
2011
usm
derivative financial instruments
interest rate swaps 8 – 
interest rate swaps designated as fair value hedges 104  12 
forward foreign currency contracts 76  13
forward foreign currency contracts designated as fair value hedges 8  3 
cross currency swaps 27  39
cross currency swaps designated as net investment hedges 4 4
other fair value gains 30 – 
 233  41
other financial instruments
noncurrent borrowings designated as the hedged item in a fair value hedge 104 14
total fair value gainloss on financial instruments recognised in the income statement 129  55
fair value gains or losses on borrowings derivative financial instruments held to hedge interest rate risk on borrowings and derivative financial 
instruments acquired to hedge the risks of the foster’s acquisition are recognised as part of net finance costs fair value gains or losses on all 
other derivative financial instruments are recognised in operating profit 
136 sabmiller plc annual report 2012 24 derivative financial instruments continued
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 
through 
income 
statement
usm
loans and 
receivables
usm
available
for sale
usm
financial 
liabilities 
held at 
amortised 
cost
usm
not 
categorised 
as a financial 
instrument
usm
total
usm
non
current
usm
current
usm
at 31 march 2012
assets
available for sale investments –  –  31  –  –  31  30  1 
derivative financial instruments 756  –  –  –  –  756  732  24 
trade and other receivables – 2025 –  –  267  2292  136  2156 
loan participation deposit – 100 – – – 100 100 –
cash and cash equivalents –  745  –  –  –  745  –  745 
liabilities
derivative financial instruments 109 –  –  –  –  109 69 40
borrowings –  –  –  19226 –  19226 18164 1062
trade and other payables –  –  –  3521 645 4166 112 4054
at 31 march 2011
1
assets
available for sale investments –  –  35  –  –  35  35  – 
derivative financial instruments 346  –  –  –  –  346  330  16 
trade and other receivables –  1536  –  –  291  1827  140  1687 
cash and cash equivalents –  1067  –  –  –  1067  –  1067 
liabilities
derivative financial instruments 135 –  –  –  –  135 85 50
borrowings –  –  –  8460 –  8460 7115 1345
trade and other payables –  –  –  3011 574 3585 98 3487
1
 as restated see note 29
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 137 notes to the consolidated financial statements continued
25 provisions
 demerged
entities and
litigation
usm
post
retirement
benefits
usm
taxation
related
usm
restructuring
usm
payroll
related
usm
onerous
contracts
usm
other
usm
total
usm
at 1 april 2010 78  290  308  32  52  6  42  808 
exchange adjustments 4  10  7  3  2  –  1  27 
acquisitions – through business combinations 6  1  –  –  –  4  –  11 
chargedcredited to the income statement
– additional provision in year 12  28  21  49  15  1  12  138 
– unused amounts reversed –  6 24 –  3 –  –  33
utilised in the year 5 35 10 14 20 4 8 96
actuarial losses recorded in other 
comprehensive income –  28  –  –  –  –  –  28 
transfers to disposal group classified as held 
for sale 1 6 –  –  –  –  3 10
at 31 march 2011
1
 94  310  302  70  46  7  44  873 
exchange adjustments 3 1 1 2  1  7  4  9 
acquisitions – through business combinations 13  1  79  149  58  188  37  525 
disposals 1 –  –  10 1 –  9 21
chargedcredited to the income statement
– additional provision in year 4  28  3  23  17  2  37  114 
– unused amounts reversed –  10 54 1 1 –  –  66
utilised in the year 7 28 26 31 14 13 20 139
actuarial losses recorded in other 
comprehensive income –  9  –  –  –  –  –  9 
transfers to disposal group classified as held 
for sale see note 19 –  –  –  –  1 –  –  1
transfer between categories 3  –  5  4  4 –  8 – 
at 31 march 2012 103  309  308  206  101  191  85  1303 
analysed as
current 65  6  265  195  61  63  62  717 
non–current 38  303  43  11  40  128  23  586 
 103  309  308  206  101  191  85  1303 
1
 as restated see note 29
demerged entities and litigation
during the year ended 31 march 1998 the group recognised a provision of us73 million for the disposal of certain demerged entities 
in relation to equity injections which were not regarded as recoverable as well as potential liabilities arising on warranties and the sale 
agreements during the year ended 31 march 2012 us2 million 2011 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 us13 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 us90 million 2011 us76 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 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 africa and asia 
pacific the principal assumptions on which these provisions are based are disclosed in note 32
138 sabmiller plc annual report 2012 25 provisions continued
taxationrelated
the group has recognised various provisions in relation to taxation exposures it believes may arise the provisions principally relate to 
noncorporate taxation and interest and penalties on corporate taxation in respect of a number of group companies any settlement in respect 
of these amounts will occur as and when the assessments are finalised with the respective tax authorities
restructuring 
this includes the remaining provision for restructuring costs related to europe which management expects to be utilised within five years and 
provisions for costs related to preexisting demerger costs and demerger warranties in foster’s in australia which are expected to be utilised 
within one year
payrollrelated
this principally relates to employee long service awards of us19 million 2011 us20 million within south africa and us15 million 
us22 million within latin america which are expected to be utilised on an ongoing basis when service awards fall due payrollrelated 
provisions also include us46 million 2011 usnil within asia pacific relating to employee entitlement provisions
onerous contracts
this includes provisions for unfavourable supply contracts for malt glass aluminium cans and concentrated fruit juice for nonalcoholic 
beverages as well as provisions for surplus property leases in australia which management expect to be utilised within eight years
other provisions
included within other provisions are environmental provisions insurance provisions and other provisions these are primarily expected to 
be utilised within five years
26 share capital
2012
usm
2011
usm
group and company
called up allotted and fully paid share capital
1664323483 ordinary shares of 10 us cents each 2011 1659040014 166  166 
50000 deferred shares of £100 each 2011 50000 –  – 
 166  166 
 ordinary 
 shares of 
 10 us cents 
 each
deferred
shares of
£1 each
nominal 
 value 
 usm 
at 1 april 2010 1654749852  50000  165 
issue of shares – share incentive plans 4290162  –  1 
at 31 march 2011 1659040014  50000  166 
issue of shares – share incentive plans 5283469  –  – 
at 31 march 2012 1664323483  50000  166 
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 shares plans
changes to issued share capital
during the year the company issued 5283469 2011 4290162 new ordinary shares of 10 us cents to satisfy the exercise of options granted 
under the various share incentive plans for consideration of us96 million 2011 us73 million
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 139 notes to the consolidated financial statements continued
26 share capital continued
rights and restrictions relating to share capital
convertible participating shares
altria is entitled to require the company to convert its ordinary shares into convertible participating shares so as to ensure that altria’s voting 
shareholding does not exceed 2499 of the total voting shareholding
if such an event occurs the convertible participating shares will rank pari passu with the ordinary shares in all respects and no action shall 
be taken by the company in relation to ordinary shares unless the same action is taken in respect of the convertible participating shares 
on distribution of the 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
altria is entitled to vote its convertible participating shares at general meetings of the company on a poll on the basis of onetenth of a vote 
for every convertible participating share on all resolutions other than a resolution
i proposed by any person other than altria to windup the company
ii proposed by any person other than altria to appoint an administrator or to approve any arrangement with the company’s creditors
iii proposed by the board to sell all or substantially all of the undertaking of the company or
iv proposed by any person other than altria to alter any of the class rights attaching to the convertible participating shares or to approve 
the creation of any new class of shares 
 in which case altria shall be entitled on a poll to vote on the resolution on the basis of one vote for each convertible participating share but 
for the purposes of any resolution other than a resolution mentioned in iv above the convertible participating shares shall be treated as 
being of the same class as the ordinary shares and no separate meeting or resolution of the holders of the convertible participating shares 
shall be required to be convened or passed
upon a transfer of convertible participating shares by altria other than to an affiliate such convertible participating shares shall convert into 
ordinary shares
altria is entitled to require the company to convert its convertible participating shares into ordinary shares if
i a third party has made a takeover offer for the company and if such offer becomes or is declared unconditional in all respects it would 
result in the voting shareholding of the third party being more than 30 of the total voting shareholding and
ii altria has communicated to the company in writing its intention not itself to make an offer competing with such third party offer provided 
that the conversion date shall be no earlier than the date on which the third party’s offer becomes or is declared unconditional in all respects
altria is entitled to require the company to convert its convertible participating shares into ordinary shares if the voting shareholding of a third 
party should be more than 2499 provided that
i the number of ordinary shares held by altria following such conversion shall be limited to one ordinary share more than the number of 
ordinary shares held by the third party and
ii such conversion shall at no time result in altria’s voting shareholding being equal to or greater than the voting shareholding which would 
require altria to make a mandatory offer in terms of rule 9 of the city code
if altria wishes to acquire additional ordinary shares other than pursuant to a preemptive issue of new ordinary shares or with the prior 
approval of the board altria shall 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
140 sabmiller plc annual report 2012 26 share capital continued
the company must use its best endeavours to procure that the ordinary shares arising on conversion of the convertible participating shares 
are admitted to the official list and to trading on the london stock exchange’s market for listed securities admitted to listing and trading 
on the jse ltd and admitted to listing and trading on any other stock exchange upon which the ordinary shares are from time to time listed 
and traded but no admission to listing or trading need be sought for the convertible participating shares whilst they remain convertible 
participating shares
deferred shares
the deferred shares do not carry any voting rights and do not entitle their holders to receive any dividends or other distributions in the event 
of a winding up deferred shareholders would receive no more than the nominal value deferred shares represent the only nonequity share 
capital of the group
sharebased payments
the group operates various share incentive plans the share incentives outstanding are summarised as follows
scheme
2012
number
2011
number 
gbp share options 16622334  15088057 
zar share options 13024503  13686079 
gbp stock appreciation rights sars 2820144  3575370 
gbp performance share awards 6880114  7364124 
gbp value share awards 6877784  3168200 
gbp cash settled awards 335940  – 
total share incentives outstanding
1
 46560819  42881830 
1
 total share incentives outstanding exclude shares relating to the bbbee scheme
further details relating to all of the share incentive schemes can be found in the directors’ remuneration report on pages 68 to 83
the exercise prices of incentives outstanding at 31 march 2012 ranged from £0 to £2548 and zar5330 to zar29023 2011 £0 to £2244 
and zar4309 to zar22508 the movement in share awards outstanding is summarised in the following tables
gbp share options
gbp share options include share options granted under the executive share option plan 2008 the approved executive share option plan 
2008 the executive share option no2 scheme the approved executive share option scheme and the international employee share 
scheme no further grants can be made under the now closed executive share option no2 scheme the approved executive share option 
scheme or the international employee share scheme although outstanding grants may still be exercised until they reach their expiry date 
number
of options
weighted
 average
 exercise
 price
gbp
weighted
 average fair
 value at 
grant date 
gbp
outstanding at 1 april 2010 13515685  1105  – 
granted 4178150  1958  587 
lapsed 521316 1291  – 
exercised 2084462 1027  – 
outstanding at 31 march 2011 15088057  1346  – 
granted 4417346  2251  647 
lapsed 679700 1888  – 
exercised 2203369 1144  – 
outstanding at 31 march 2012 16622334  1591  – 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 141 notes to the consolidated financial statements continued
26 share capital continued
zar share options
share options designated in zar include share options granted under the south african executive share option plan 2008 and the 
mirror executive share purchase scheme south africa no further grants can be made under the mirror executive share purchase scheme 
south africa although outstanding grants may still be exercised until they reach their expiry date
number
of options
weighted
 average
 exercise
 price
zar
weighted
 average fair
 value at 
grant date 
zar
outstanding at 1 april 2010 13447779  15123  – 
granted 2943850  22255  8863 
lapsed 499850 17693  – 
exercised 2205700 12634  – 
outstanding at 31 march 2011 13686079  16964  – 
granted 2943373  28307  10543 
lapsed 524849 21817  – 
exercised 3080100 13830  – 
outstanding at 31 march 2012 13024503  20073  – 
gbp sars
gbp sars include stock appreciation rights granted under the stock appreciation rights plan 2008 and the international employee stock 
appreciation rights scheme no further grants can be made under the now closed international employee stock appreciation rights scheme 
although outstanding grants may still be exercised until they reach their expiry date
number
of sars
weighted
 average
 exercise
 price
gbp
weighted
 average fair
 value at 
grant date 
gbp
outstanding at 1 april 2010 4297049  954  – 
granted 49900  1951  585 
lapsed 24036 1081  – 
exercised 747543 927  – 
outstanding at 31 march 2011 3575370  972  – 
granted 64900  2250  647 
lapsed 26583 1144  – 
exercised 793543 885  – 
outstanding at 31 march 2012 2820144  1025  – 
gbp performance share awards
gbp performance share awards include awards made under the executive share award plan 2008 the performance share award scheme 
and the international performance share award subscheme no further awards can be made under the performance share award scheme 
and the international performance share award subscheme although outstanding awards remain and will vest subject to the achievement 
of their respective performance conditions on their vesting date
number
of awards
weighted
 average
 exercise
 price
gbp
weighted
 average fair
 value at 
grant date 
gbp
outstanding at 1 april 2010 6915855  –  – 
granted 2012800  –  1808 
lapsed 734088 –  – 
released to participants 830443 –  – 
outstanding at 31 march 2011 7364124  –  – 
granted 2208640  –  2046 
lapsed 278760 –  – 
released to participants 2413890 –  – 
outstanding at 31 march 2012 6880114  –  – 
142 sabmiller plc annual report 2012 26 share capital continued
gbp value share awards
the 4034340 2011 3317000 value share awards granted represent the theoretical maximum number of awards that could possibly vest 
in the future although in practice it is extremely unlikely that this number of awards would be released
number of 
value shares 
per £10 million of
additional value
theoretical 
maximum
shares at cap
weighted 
average 
exercise price 
gbp
weighted 
average fair 
value at 
grant date 
gbp 
outstanding at 1 april 2010 –  –  –  – 
granted 1070  3317000  –  761 
lapsed 48 148800 –  – 
outstanding at 31 march 2011 1022  3168200  –  – 
granted 1205  4034340  –  727 
lapsed 97 324756 –  – 
outstanding at 31 march 2012 2130  6877784  –  – 
gbp cash settled awards
gbp share incentives included under the associated companies’ cash award plan 2011
number
of awards
weighted
 average
 exercise
 price
gbp
weighted
 average fair
 value at 
grant date 
gbp
outstanding at 1 april 2011 –  –  – 
granted 335940  –  2035 
outstanding at 31 march 2012 335940  –  – 
outstanding share incentives
the following table summarises information about share incentives outstanding at 31 march
range of exercise prices
number 
2012
weighted 
average 
remaining 
contractual 
life in years
2012
number 
2011
weighted
average 
remaining 
contractual 
life in years
2011
gbp share options
£4 – £5 204850  10  229452  19 
£5 – £6 73418  16  161070  19 
£6 – £7 401993  21  501543  31 
£8 – £9 622494  31  687427  41 
£9 – £10 78275  66  116000  76 
£10 – £11 1097744  44  1345838  55 
£11 – £12 1456403  51  1806653  61 
£12 – £13 4781927  68  6213927  77 
£17 – £18 28700  76  34200  86 
£19 – £20 3603984  82  3839997  92 
£20 – £21 66950  87  71950  97 
£22 – £23 4185596  92  80000  98 
£25 – £26 20000  97  –  – 
 16622334  71  15088057  72 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 143 notes to the consolidated financial statements continued
26 share capital continued
range of exercise prices
number 
2012
weighted 
average 
remaining 
contractual 
life in years
2012
number 
2011
weighted
average 
remaining 
contractual 
life in years
2011
zar share options
r50 – r60 172932  11  250932  21 
r60 – r70 229400  12  518900  18 
r70 – r80 68500  21  153500  31 
r80 – r90 10000  02  18000  12 
r90 – r100 519607  30  775857  40 
r110 – r120 40000  34  40000  44 
r120 – r130 757940  39  1070940  49 
r140 – r150 1292300  63  2355500  73 
r150 – r160 629600  70  651750  80 
r160 – r170 461100  51  620350  61 
r170 – r180 –  –  12500  63 
r180 – r190 1377700  59  2246300  69 
r210 – r220 2455350  78  2618150  88 
r220 – r230 2140000  87  2353400  97 
r250 – r260 542400  92  –  – 
r290 – r300 2327674  97  –  – 
 13024503  72  13686079  60 
gbp sars
£4 – £5 219168  11  377468  18 
£6 – £7 344018  21  457018  31 
£8 – £9 460085  31  590884  41 
£9 – £10 9100  66  9100  76 
£10 – £11 522934  41  654634  51 
£11 – £12 651500  51  812017  61 
£12 – £13 481839  63  607649  73 
£13 – £14 16700  56  16700  66 
£19 – £20 49900  82  49900  92 
£22 – £23 64900  92  –  – 
 2820144  43  3575370  50 
gbp performance share awards
£0 6880114  11  7364124  24 
gbp value share awards
£0 6877784  30  3168200  32 
gbp cash settled awards
£0 335940  10  –  – 
total share incentives outstanding 46560819  54  42881830  55 
exerciseable share incentives
the following table summarises information about exerciseable share incentives outstanding at 31 march
number 
2012
weighted 
average 
exercise 
price
2012
number 
2011
weighted
average
exercise 
price
2011
gbp share options 5103986  1046  4335349  975 
zar share options 5004479  14097  4914079  12871 
gbp sars 2705344  98  3525470  959 
144 sabmiller plc annual report 2012 26 share capital continued
share incentives exercised or vested
the weighted average market price of the group’s shares at the date of exercise or vesting for share incentives exercised or vested during the 
year were 
number 
2012
weighted 
average market 
price
2012
number 
2011
weighted
average market 
price
2011
share incentives designated in gbp 5410802  2301  3662448  2015 
share incentives designated in zar 3080100  27819  2205700  22573 
total share incentives exercised or vested during the year 8490902  5868148 
broadbased black economic empowerment bbbee scheme
on 9 june 2010 the initial allocation of participation rights was made in relation to the bbbee scheme in south africa a total of 462 million 
new shares in the south african breweries limited sab representing 845 of sab’s enlarged issued share capital were issued the shares 
in sab will be exchanged at the end of the estimated tenyear scheme term for shares in sabmiller plc based on a repurchase formula linked 
inter alia to the operating performance of sab no performance conditions and exercise prices are attached to these shares although the 
employee component has a fouryear vesting period the weighted average fair value of each sab share at the grant date was zar40
weighted average fair value assumptions
the fair value of services received in return for share awards granted is measured by reference to the fair value of share awards granted the 
estimate of the fair value of the services received is measured based on a binomial model approach except for the awards under performance 
share award schemes the executive share award plan 2008 including value share awards and the bbbee scheme which have been valued 
using monte carlo simulations and awards under the cash settled scheme which have been valued based on an analytic approach
the monte carlo simulation methodology is necessary for valuing sharebased payments with tsr performance hurdles this is achieved 
by projecting sabmiller plc’s share price forwards together with those of companies in the same comparator group over the vesting period 
andor life of the awards after considering their respective volatilities
the following weighted average assumptions were used in these option pricing models during the year
2012 2011
share price
1
– south african share option scheme zar 28049  22666 
– bbbee scheme – sab share price zar –  16268 
– all other schemes £ 2233  1949 
exercise price
1
– south african share option scheme zar 28307  22255 
– all other schemes £ 935  880 
expected volatility
2
– bbbee scheme – 271
– all other schemes 231 292
dividend yield
– bbbee scheme – 49
– all other schemes 23 25
annual forfeiture rate
– south african share option scheme 50 50
– all other schemes 30 30
risk–free interest rate
– south african share option scheme 79 87
– bbbee scheme – 83
– all other schemes 23 29
1
 the calculation is based on the weighted fair value of issues made during the year
2
 expected volatility is calculated by assessing the historical share price data in the united kingdom and south africa since may 2002
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 145 notes to the consolidated financial statements continued
27 retained earnings and other reserves
a retained earnings
treasury and 
ebt shares
usm
retained
 earnings
usm
total
usm
at 1 april 2010 673 8198  7525 
profit for the year –  2408  2408 
other comprehensive income –  63 63
actuarial losses taken to other comprehensive income –  28 28
share of associates’ and joint ventures’ losses recognised in other comprehensive income –  71 71
deferred tax credit on items taken to other comprehensive income –  36  36 
dividends paid –  1115 1115
buyout of noncontrolling interests –  10 10
utilisation of ebt shares 16  16 – 
credit entry relating to sharebased payments –  246  246 
at 31 march 2011 657 9648  8991 
profit for the year –  4221  4221 
other comprehensive income –  119 119
actuarial losses taken to other comprehensive income –  9 9
share of associates’ and joint ventures’ losses recognised in other comprehensive income –  181 181
deferred tax credit on items taken to other comprehensive income –  71  71 
dividends paid –  1324 1324
dilution of noncontrolling interests as a result of business combinations –  5 5
payment for purchase of own shares for share trusts 52 –  52
buyout of noncontrolling interests –  7 7
utilisation of ebt shares 48  48 – 
credit entry relating to sharebased payments –  158  158 
at 31 march 2012 661 12524  11863 
the group’s retained earnings includes amounts of us709 million 2011 us693 million the distribution of which is limited by statutory or 
other restrictions 
treasury and ebt shares reserve
on 26 february 2009 77368338 sabmiller plc nonvoting convertible shares were converted into ordinary shares and then acquired by the 
company to be held as treasury shares while the purchase price for each share was £1054 the whole amount of the consideration was paid 
between group companies on 15 february 2010 5300000 of these treasury shares were transferred to the ebt for nil consideration these 
shares will be used to satisfy awards outstanding under the various share incentive plans as at 31 march 2012 a total of 72068338 shares 
2011 72068338 were held in treasury
there are two employee benefit trusts currently in operation being the sabmiller employee benefit trust the ebt and the sabmiller 
associated companies’ employees’ benefit trust the acebt 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 directors’ remuneration report at 31 march 2012 the ebt held 
5605746 shares 2011 7437406 shares which cost us98 million 2011 us94 million and had a market value of us225 million 2011 
us263 million these shares have been treated as a deduction in arriving at shareholders’ funds the ebt used funds provided by sabmiller 
plc to purchase such of the shares as were purchased in the market the costs of funding and administering the scheme are charged to the 
income statement in the period to which they relate
the acebt holds shares in sabmiller plc for the purposes of providing share incentives for employees of companies in which sabmiller has 
a significant economic and strategic interest but over which it does not have management control further details on the acebt are disclosed 
in the directors’ remuneration report at 31 march 2012 the acebt held 335940 shares which cost us11 million and had a market value of 
us13 million these shares have been treated as a deduction in arriving at shareholders’ funds the acebt used funds provided by gardwell 
ltd a wholly owned indirect subsidiary of sabmiller plc to purchase the shares the costs of funding and administering the scheme are 
charged to the income statement in the period to which they relate
shares currently held in each ebt rank pari passu with all other ordinary shares however in both cases the trustees have elected to waive 
dividends and decline from voting shares except in circumstances where they may be holding shares beneficially owned by a participant 
there were no beneficially owned shares in either ebt as at 31 march 2012
146 sabmiller plc annual report 2012 27 retained earnings and other reserves continued
b other reserves
the analysis of other reserves is as follows
foreign
currency
translation
reserve
usm
cash flow
hedging
reserve
usm
net
investment
hedging
reserve
usm
available
for sale
reserve
usm
total
usm
at 1 april 2010 1533  11 203 3  1322 
currency translation differences
– subsidiaries 501  –  –  –  501 
– associates and joint ventures 149  –  –  –  149 
net investment hedges –  –  137 –  137
cash flow hedges –  39  –  –  39 
deferred tax on items taken to other comprehensive income –  14 –  –  14
share of associates’ and joint ventures’ gains recognised in other 
comprehensive income –  21  –  –  21 
at 31 march 2011 2183  35  340 3  1881 
currency translation differences
– subsidiaries 243  –  –  –  243 
– associates and joint ventures 106 –  –  –  106
net investment hedges –  –  1 –  1
cash flow hedges –  6  –  –  6 
deferred tax on items taken to other comprehensive income –  30  –  –  30 
share of associates’ and joint ventures’ losses recognised in other 
comprehensive income –  75 –  –  75
at 31 march 2012 2320  4 341 3  1978 
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
28a reconciliation of profit for the year to net cash generated from operations
2012
usm
2011
usm
profit for the year 4477  2557 
taxation 1126  1069 
share of posttax results of associates and joint ventures 1152 1024
interest receivable and similar income 531 358
interest payable and similar charges 1093  883 
operating profit 5013  3127 
depreciation
– property plant and equipment 672  665 
– containers 237  239 
container breakages shrinkages and writeoffs 34  24 
net profit on disposal of businesses 1258 – 
gain on remeasurement of existing interest in joint venture on acquisition 66 – 
profit on disposal of investment in associate 103 159
profit on disposal of property plant and equipment 15 5
amortisation of intangible assets 273  220 
impairment of intangible assets –  14 
impairment of property plant and equipment –  31 
impairment of working capital balances 16  82 
amortisation of advances to customers 24  28 
unrealised net gainloss from fair value hedges 20 1 
dividends received from other investments 1 1
charge with respect to share options 132  99 
charge with respect to broadbased black economic empowerment scheme 29  147 
other noncash movements 12  10
net cash generated from operations before working capital movements ebitda 4979  4502 
increasedecrease in inventories 45 26 
increase in receivables 25 147
increase in payables 374  161 
decreaseincrease in provisions 46 18 
increase in postretirement benefit provisions –  8 
net cash generated from operations 5237  4568 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 147 notes to the consolidated financial statements continued
28a reconciliation of profit for the year to net cash generated from operations continued
profit for the year and cash generated from operations before working capital movements includes cash flows relating to exceptional items 
of us308 million 2011 us293 million comprising us228 million 2011 us283 million in respect of business capability programme 
costs us72 million 2011 usnil in respect of transactionrelated costs us50 million 2011 us8 million in respect of integration and 
restructuring costs usnil 2011 us2 million in respect of broadbased black economic empowerment scheme costs partially offset 
by us42 million 2011 usnil in respect of a litigationrelated credit
the following table provides a reconciliation of ebitda to adjusted ebitda
2012
usm
2011
usm
ebitda 4979  4502 
cash exceptional items 308  293 
dividends received from millercoors 896  822 
adjusted ebitda 6183  5617 
28b reconciliation of net cash from operating activities to free cash flow
2012
usm
2011
usm
net cash generated from operating activities 3937  3043 
purchase of property plant and equipment 1473 1189
proceeds from sale of property plant and equipment 116  73 
purchase of intangible assets 166 126
investments in joint ventures 288 186
investments in associates –  4
repayment of investments by associates 14  68 
dividends received from joint ventures 896  822 
dividends received from associates 120  88 
dividends received from other investments 1  1 
dividends paid to noncontrolling interests 109 102
free cash flow 3048  2488 
28c analysis of net debt 
cash and cash equivalents on the balance sheet are reconciled to cash and cash equivalents on the cash flow statement as follows
2012
usm
2011
usm
cash and cash equivalents balance sheet 745  1067 
cash and cash equivalents of disposal group classified as held for sale –  4 
 745  1071 
overdrafts 138 258
overdrafts of disposal group classified as held for sale 1 – 
cash and cash equivalents cash flow statement 606  813 
148 sabmiller plc annual report 2012 28c analysis of net debt continued
net debt is analysed as follows
cash and
cash
equivalents
excluding
overdrafts
usm
overdrafts
usm
borrowings
usm
derivative
financial
instruments
usm
finance
leases
usm
total
gross
borrowings
usm
net
debt
usm
at 1 april 2010 779  190 9212 237  12 9177 8398
exchange adjustments 8  17  174 3 –  160 152
cash flow 283  72 1159  84  5  1176  1459 
acquisitions – through business combinations 1  13 –  –  1 14 13
other movements –  –  34  20 1 13  13 
at 31 march 2011 1071  258 8193 298  9 8162 7091
exchange adjustments 10  49 38 9  –  78 68
cash flow 246 157  8861 43  5  8742 8988
acquisitions – through business combinations 12  –  1844 259  2 1587 1575
disposals 102 11  98  –  –  109  7 
other movements –  –  229 97  15 147 147
at 31 march 2012 745  139 19067 620  21 18607 17862
the group’s net debt is denominated in the following currencies
us dollars
usm
sa rand
usm
australian
dollars
usm
euro
usm
colombian
peso
usm
other
currencies
usm
total
usm
total cash and cash equivalents 346  37  49  41  81  191  745 
total gross borrowings including overdrafts 13043 228 2190 1306 1239 601 18607
 12697 191 2141 1265 1158 410 17862
cross currency swaps 2211  183 1528 361 –  139 – 
net debt at 31 march 2012 10486 374 3669 1626 1158 549 17862
total cash and cash equivalents 609  30  –  111  96  225  1071 
total gross borrowings including overdrafts 4334 290 18 1482 1202 836 8162
 3725 260 18 1371 1106 611 7091
cross currency swaps 1089  413 –  116 –  560 – 
net debt at 31 march 2011 2636 673 18 1487 1106 1171 7091
28d major noncash transactions
2012 
major noncash transactions in the year included the following
the disposal of the group’s angolan operations cocacola bottling luanda sarl cocacola bottling sul de angola sarl empresa de 
cervejas n’gola norte sa and its interest in empresa de cervejas n’gola sarl in africa in exchange for a 275 interest in bih angola
the contribution of the group’s russian beer business sabmiller rus llc and ukrainian beer business pjsc miller brands ukraine to 
anadolu efes in exchange for a 24 economic interest in the enlarged anadolu efes group
the remeasurement of the group’s existing 50 interest in the pacific beverages joint venture to fair value on the acquisition of the remaining 
50 interest
2011 
major noncash transactions in the year included the following
ifrs 2 sharebased payment charges in relation to the retailer and employee components of the broadbased black economic empowerment 
bbbee scheme in south africa
the allshare merger of tsogo sun with grr a johannesburg stock exchange listed business on 24 february 2011 the transaction was 
effected through the acquisition by grr of tsogo sun and the group exchanged its entire 49 shareholding in tsogo sun for a 3968 
shareholding in the listed enlarged entity
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 149 notes to the consolidated financial statements continued
29 restatement of the balance sheet at 31 march 2011
the initial accounting under ifrs 3 ‘business combinations’ for the cervecería argentina sa isenbeck casa isenbeck and crown 
beverages ltd previously crown foods ltd acquisitions had not been completed as at 31 march 2011 during the year ended 31 march 2012 
adjustments to provisional fair values in respect of these acquisitions were made which resulted in goodwill increasing by us2 million to 
us11954 million intangible assets increasing by us3 million to us4364 million property plant and equipment increasing by us1 million 
to us9331 million current trade and other payables increasing by us3 million to us3487 million current provisions increasing by 
us2 million to us412 million and noncurrent provisions increasing by us1 million to us461 million as a result comparative information 
for the year ended 31 march 2011 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 adjustments 
to the income statement are required as a result of the adjustments to provisional fair values
30 acquisitions and disposals
the following business combinations took effect during the year
australia
on 16 december 2011 the group acquired a 100 interest in foster’s in australia for cash consideration of us10598 million
on 13 january 2012 the group acquired the remaining 50 interest which it did not already own in pacific beverages from cocacola amatil 
limited cca for cash consideration of us343 million the acquisition took the group’s investment in pacific beverages to 100 and the 
acquisition has been treated as a business combination following the change in control
other
on 1 january 2012 the group acquired a 65 interest effective 33 interest in international breweries plc in nigeria in exchange for 
us20 million cash consideration and a dilution in the group’s effective interests in its existing nigerian businesses
all business combinations
all business combinations have been accounted for using the acquisition 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 2012
provisional fair values
australia
usm
other
usm
total
usm
intangible assets  5369  2 5371 
property plant and equipment 860  63 923 
investment in associates 65  – 65 
inventories 222  10 232 
trade and other receivables 449  25 474 
current tax assets 342  – 342 
deferred tax assets –  2 2 
cash and cash equivalents 10  2 12 
derivative financial assets 259  – 259 
finance leases 2 – 2
trade and other payables 500 71 571
borrowings 1842 2 1844
current tax liabilities 80 – 80
deferred tax liabilities 1462 – 1462
provisions 525 – 525
net assets acquired 3165  31  3196 
noncontrolling interests 12 53 65
provisional goodwill 7961  88 8049 
consideration  11114  66  11180 
goodwill represents amongst other things tangible and other assets yet to be recognised separately from goodwill as the fair value valuations 
are still in progress potential synergies and the value of the assembled workforce none of the goodwill recognised is expected to be 
deductible for tax purposes
the fair value of trade and other receivables was us474 million and included trade receivables with a fair value of us322 million the gross 
contractual amount for trade receivables due was us327 million of which us5 million is expected to be uncollectible
150 sabmiller plc annual report 2012 30 acquisitions and disposals continued
acquisitionrelated costs of us109 million are included in operating expenses in the consolidated income statement for the year ended 
31 march 2012
australia
usm
other
usm
total
usm
consideration satisfied by
cash consideration 10931  20  10951 
cash and cash equivalents acquired 10  2  12 
fair value of existing interest in pacific beverages 150 –  150 
noncash consideration via acquisition of intercompany balance 23  9  32 
fair value of existing interest in international breweries plc in nigeria via 20 holding in castel – 30  30 
dilution in the group’s effective interests in existing nigerian businesses – 5  5 
 11114 66 11180
from the date of acquisition to 31 march 2012 the following amounts have been included in the group’s income and cash flow statements for 
the year
australia
usm
other
usm
total
usm
income statement
revenue 1058  19  1077 
operating profit 125  3 128
profit before tax 105 2 107
cash flow statement
cash generated fromutilised in operations 266  5 261 
net interest paid 23 –  23 
purchase of property plant and equipment 15  4  19 
if the date of the acquisitions made during the year had been 1 april 2011 then the group’s revenue operating profit and profit before tax for 
the year ended 31 march 2012 would have been as follows
usm
income statement
revenue 24430 
operating profit 5389 
profit before tax 5695 
in preparing the pro forma results revenue and costs have been included as if the businesses were acquired on 1 april 2011 and intercompany 
transactions had been eliminated this information is not necessarily indicative of the results of the combined group that would have occurred 
had the purchases actually been made at the beginning of the period presented or indicative of the future results of the combined group
noncontrolling interests
the following noncontrolling interests were acquired for cash consideration of us27 million with us7 million taken to shareholders’ equity
company  acquired
effective  
holding after 
acquisition 
of non
controlling 
interest
form of
 consideration country
tanzania breweries ltd 47 36 cash tanzania
nile breweries ltd 27 62 cash uganda
disposals
during the year the group completed the disposal of its angolan operations cocacola bottling luanda sarl cocacola bottling sul de 
angola sarl empresa de cervejas n’gola norte sa and its interest in empresa de cervejas n’gola sarl in africa in exchange for a 275 
interest in bih angola which generated a profit on disposal of us67 million it also completed the disposal of its russian business sabmiller 
rus llc and its ukrainian business pjsc miller brands ukraine in exchange for a 24 interest in anadolu efes which generated a profit 
on disposal of us1195 million and which included us284 million arising as a result of measuring to fair value the group’s retained 24 
interest in its russian and ukrainian businesses the group also completed the sale of its italian distribution business in the year which 
generated a loss on disposal of us14 million
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 151 notes to the consolidated financial statements continued
30 acquisitions and disposals continued
noncontrolling interests
the following noncontrolling interests were diluted for noncash consideration of us5 million with us5 million taken to shareholders’ equity
company  disposed
effective  
holding after 
disposal 
of non
controlling 
interest
form of 
consideration country
pabod breweries ltd 216 38 asset exchange nigeria
voltic nigeria ltd 300 50 asset exchange nigeria
the following noncontrolling interests were disposed via business disposals with no impact on equity
company  disposed
effective  
holding after 
disposal 
of non
controlling 
interest
form of 
consideration country
cocacola bottling luanda sarl 550 0 asset exchange angola
cocacola bottling sul de angola sarl 400 0 asset exchange angola
empresa de cervejas n’gola norte sa 499 0 asset exchange angola
31 commitments contingencies and guarantees
a operating lease commitments
the minimum lease rentals to be paid under noncancellable leases at 31 march 2012 are as follows
2012
usm
2011
usm
land and buildings
within one year 65  50 
later than one year and less than five years 171 106 
after five years 42 26 
278 182 
plant vehicles and systems
within one year 55 50 
later than one year and less than five years 126 111 
after five years 87 63 
268 224 
152 sabmiller plc annual report 2012 31 commitments contingencies and guarantees continued
b other commitments
2012
usm
2011
usm
capital commitments not provided in the financial information
contracts placed for future expenditure for property plant and equipment 277  269 
contracts placed for future expenditure for intangible assets 1  1 
share of capital commitments of joint ventures 44  50 
other commitments not provided in the financial information
contracts placed for future expenditure 3164  1925 
share of joint ventures’ other commitments 512  449 
contracts placed for future expenditure in 2012 primarily relate to minimum purchase commitments for raw materials and packaging 
materials which are principally due between 2012 and 2019 additionally as part of the business capability programme the group has entered 
into contracts for the provision of it communications and consultancy services and in relation to which the group had commitments of 
us193 million at 31 march 2012 2011 us193 million
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
2012
usm
2011
usm
guarantees to third parties provided in respect of trade loans
1
 4  8 
guarantees to third parties provided in respect of bank facilities 14 3 
share of joint ventures’ contingent liabilities 4  6 
litigation
2
23 24 
other contingent liabilities 9 4 
54 45 
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 
these include claims made by certain former employees in ecuador arising out of events which took place before the group’s investment 
in ecuador in 2005 in respect of which based on legal advice that they have no valid legal basis the directors have determined that no 
provision is required and that they should continue to be contested
other
sabmiller and altria entered into a tax matters agreement the agreement on 30 may 2002 to regulate the conduct of tax matters between 
them with regard to the acquisition of miller and to allocate responsibility for contingent tax costs sabmiller has agreed to indemnify altria 
against any taxes losses liabilities and costs that altria incurs arising out of or in connection with a breach by sabmiller of any representation 
agreement or covenant in the agreement subject to certain exceptions
the group has exposures to various environmental risks although it is 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
sabmiller plc annual report 2012 153 notes to the consolidated financial statements continued
32 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 total pension and postretirement medical benefit costs recognised in the income statement and related net liabilities on the balance 
sheet are as follows
2012
usm
2011
usm
defined contribution scheme costs 97  97 
defined benefit pension plan costs 15  17 
postretirement medical and other benefit costs 13  5 
accruals for defined contribution plans balance sheet 3  3 
provisions for defined benefit pension plans balance sheet 197  196 
provisions for other postretirement benefits balance sheet 112  114 
the group operates various defined contribution and defined benefit schemes details of the main defined benefit schemes are provided below
latin america pension schemes
the group operates a number of pension schemes throughout latin america details of the major scheme are provided below
the colombian labour code pension plan is an unfunded scheme of the 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 2012 using the projected unit credit method all salaried 
employees are now covered by social security or private pension fund provisions the principal economic assumptions used in the preparation 
of the pension valuations are shown below and take into consideration changes in the colombian economy
grolsch pension scheme
the grolsch pension plan named stichting pensioenfonds van de grolsche bierbrouwerij is a funded scheme of the 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 2012 by an independent actuary using the projected unit credit method
other
details of other defined benefit pension schemes are provided below
foster’s pension scheme
the foster’s pension plan named ausbev superannuation fund provides accumulation style and defined benefits to employees the 
company funds the defined benefits administration and insurance costs of the fund as a benefit to employees who elect to be members of this 
fund the latest valuation of the foster’s pension scheme was carried out at 30 june 2011 by an independent actuary using the projected unit 
credit method the defined benefits section is now closed to new members
south africa pension schemes
the group operates a number of pension schemes throughout south africa details of the major schemes are provided below
the abi pension fund suncrush pension fund and suncrush retirement fund are funded schemes of the 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 former members the surplus apportionment scheme and unclaimed benefits once the surplus liabilities have been settled 
the funds will be deregistered and liquidated during the year a significant number of former members of the abi pension fund were 
successfully traced and there was a second allocation of surplus to the former members of the fund in terms of section 15c of the pension 
funds act
the section 14 transfer of the suncrush pension fund members to the sab staff provident fund was annulled by the financial services board 
on 24 august 2011 the trustees have decided to make a provision in the rules of the fund to allow for paidup benefits for each of the 
members this would allow for each member to be paid their initial benefit valued as at 1 july 2005 upon their exit
154 sabmiller plc annual report 2012 32 pensions and postretirement benefits continued
principal actuarial assumptions at 31 march expressed as weighted averages
 defined benefit pension plans
medical and other 
 
postretirement benefits
latin 
america grolsch other south africa other
at 31 march 2012
discount rate  75 48 60 93 70
salary inflation  35 20 38 – –
pension inflation  35 20 32 – –
healthcare cost inflation  – – – 78 30
mortality rate assumptions
–  retirement age males 55 65 66 63 57
females 50 65 61 63 53
–  life expectations on retirement age
  retiring today males 27 21 32 16 24
females 36 24 33 20 31
  retiring in 20 years males 27 23 32 16 24
females 36 25 33 20 32
at 31 march 2011
discount rate  84 53 52 88 84
salary inflation  40 20 24 – –
pension inflation  40 20 30 – –
healthcare cost inflation  – – – 73 40
mortality rate assumptions
–  retirement age males 55 65 – 63 55
females 50 65 – 63 50
–  life expectations on retirement age
  retiring today males 27 21 – 16 27
females 36 24 – 20 36
  retiring in 20 years males – 22 – 16 –
females – 25 – 20 –
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 155 notes to the consolidated financial statements continued
32 pensions and postretirement benefits continued
the present value of defined benefit pension plan and postemployment medical benefit liabilities are as follows
 defined benefit pension plans
medical and other 
 
postretirement benefits
latin 
america
usm
grolsch
usm
other
usm
total
usm
south 
africa
usm
other
usm
total
usm
present value of scheme liabilities at 1 april 2010 148  299  62  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 2  299  38  339  –  –  –
benefits paid 18 9 14 41 –  6 6
contributions paid by plan participants –  3  –  3  2 –  2
current service cost 1  5  3  9  2  –  2 
past service cost –  –  –  –  –  1 1
interest costs 11  14  4  29  6  4  10 
actuarial lossesgains 24  18 –  6  2  6  8 
settlements and curtailments –  3 –  3 –  6 6
transfer fromto other provisions 3  –  3 –  –  –  – 
acquisitions 1  –  –  1  –  –  – 
transfers to disposal group classified as held for sale –  –  6 6 –  –  – 
exchange adjustments 5  14  2  21  4  2  6 
present value of scheme liabilities at 31 march 2011 175  305  48  528  71  43  114 
–  portion of defined benefit obligation that is unfunded 175  –  13  188  71  43  114 
–  portion of defined benefit obligation that is partly or wholly funded –  305  35  340  –  –  –
benefits paid 18 11 15 44 –  4 4
contributions paid by plan participants –  3  –  3  2 – 2
current service cost –  4 2 6 2  1  3 
interest costs 13  15 5 33 6 4 10
actuarial lossesgains 6  21  13  40  1 1  – 
reversal of unused provision 10 –  –  10 –  –  – 
acquisitions –  –  52  52  –  –  – 
exchange adjustments 6  18 3 15 10 1 9
present value of scheme liabilities at 31 march 2012 172  319  102  593  66  46  112 
–  portion of defined benefit obligation that is unfunded 172  –  13  185  66  46  112 
–  portion of defined benefit obligation that is partly or wholly funded –  319  89  408  –  –  –
the fair value reconciliations of opening plan assets to closing plan assets on an aggregated basis are as follows
defined benefit pension plans
grolsch
usm
other
usm
total
usm
plan assets at 1 april 2010 291  53  344 
expected return on plan assets 15  4  19 
benefits paid 9 10 19
employer contributions 7  –  7 
actuarial gains 13  1  14 
exchange adjustments 16  4  20 
plan assets at 31 march 2011 333  52  385 
expected return on plan assets 16  8  24 
benefits paid 11 14 25
employer contributionsemployer assets recognised 9  5 4 
actuarial gainslosses 26  3 23 
acquisitions –  51  51 
exchange adjustments 21 5 26
plan assets at 31 march 2012 352  84  436 
156 sabmiller plc annual report 2012 32 pensions and postretirement benefits continued
the fair value of assets in pension schemes and the expected rates of return were
latin america
 
grolsch
 
other
 
total
usm
long
term
rate of 
return usm
long
term
rate of
 return usm
long
term
rate of 
return usm
at 31 march 2012
equities – – 102  70  31 10 133 
bonds – – 229  40  14 90 243 
cash – – – –  34 60 34
property and other – – 21 70  5 90 26
total fair value of assets –  352  84  436 
present value of scheme liabilities 172 319 102 593
deficitsurplus in the scheme 172 33  18 157
unrecognised pension asset due to limit –  33 7 40
pension liability recognised 172 –  25 197
at 31 march 2011
equities – – 111  80  – – 111 
bonds – – 202  40  4 90 206 
cash – – –  –  48 80 48 
property and other – – 20  80  – – 20 
total fair value of assets –  333  52  385 
present value of scheme liabilities 175 305 48 528
deficitsurplus in the scheme 175 28  4  143
unrecognised pension asset due to limit –  28 25 53
pension liability recognised 175 –  21 196
the amounts recognised in the balance sheet are as follows
 defined benefit pension plans
medical and other 
 
postretirement benefits
latin 
america
usm
grolsch
usm
other
usm
total
usm
south 
africa
usm
other
usm
total
usm
at 31 march 2012
present value of scheme liabilities 172 319 102 593 66 46 112
fair value of plan assets –  352  84  436  –  –  – 
 172 33  18 157 66 46 112
unrecognised assets due to limit –  33 7 40 –  –  – 
net liability recognised on balance sheet 172 –  25 197 66 46 112
at 31 march 2011
present value of scheme liabilities 175 305 48 528 71 43 114
fair value of plan assets –  333  52  385  –  –  – 
 175 28  4  143 71 43 114
unrecognised assets due to limit –  28 25 53 –  –  – 
net liability recognised on balance sheet 175 –  21 196 71 43 114
in respect of defined benefit pensions plans in south africa which are included in ‘other’ the pension asset recognised is limited to the extent 
that the employer is able to recover a surplus either through reduced contributions in the future or through refunds from the scheme pension 
fund assets have been set equal to nil as the surplus apportionment exercise required in terms of the south african legislation has not yet 
been completed 
the pension asset recognised in respect of grolsch is limited to the extent that the employer is able to recover a surplus either through reduced 
contributions in the future or through refunds from the scheme the limit has been set equal to nil due to the terms of the pension agreement 
with the pension fund
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 157 notes to the consolidated financial statements continued
32 pensions and postretirement benefits continued
the amounts recognised in net operating expenses in the income statement are as follows
 defined benefit pension plans
medical and other 
 
postretirement benefits
latin 
america
usm
grolsch
usm
other
usm
total
usm
south 
africa
usm
other
usm
total
usm
at 31 march 2012
current service cost –  4 2 6 2 1 3
interest costs 13 15 5 33 6 4 10
expected return on plan assets – 16 8 24  –  –  – 
 13 3 1  15 8 5 13
at 31 march 2011
current service cost 1 5 3 9 2 –  2
past service cost –  –  –  –  –  1  1 
interest costs 11 14 4 29 6 4 10
expected return on plan assets –  15  4  19  –  –  – 
settlements and curtailments –  3  –  3  –  6  6 
unrecognised gains due to limit –  –  1 1 –  –  – 
 12 1 4 17 8 3  5
the amounts recognised in the statement of comprehensive income are as follows
 defined benefit pension plans
medical and other 
 
postretirement benefits
latin 
america
usm
grolsch
usm
other
usm
total
usm
south 
africa
usm
other
usm
total
usm
at 31 march 2012
actual return on plan assets –  42 5 47  –  –  – 
less expected return on plan assets –  16 8 24 –  –  – 
experience gainslosses arising on
 scheme assets – 26 3 23  –  –  – 
 scheme liabilities –  21 10 31 1  –  1 
changes in actuarial assumptions 6 – 3 9 –  1 1
unrecognised gainslosses due to limit –  6 14  8  –  –  – 
 6 1 2 9 1  1 – 
at 31 march 2011
actual return on plan assets –  28  5  33  –  –  – 
less expected return on plan assets –  15 4 19 –  –  – 
experience gainslosses arising on
   scheme assets –  13  1  14  –  –  – 
   scheme liabilities –  18  –  18  2 –  2
changes in actuarial assumptions 23 –  –  23 –  6 6
other actuarial losses 1 –  –  1 –  –  – 
unrecognised gains due to limit –  26 2 28 –  –  – 
 24 5  1 20 2 6 8
158 sabmiller plc annual report 2012 32 pensions and postretirement benefits continued
the cumulative amounts recognised in other comprehensive income are as follows
2012
usm
2011
usm
cumulative actuarial losses recognised at beginning of year 203 175
net actuarial losses recognised in the year 9 28
cumulative actuarial losses recognised at end of year 212 203
history of actuarial gains and losses
2012
usm
2011
usm
2010
usm
2009
usm
2008
usm
experience gainslosses of plan assets 23  14  33  77 90
percentage of plan assets 5 4 10 26 7
experience lossesgains of scheme liabilities 30 16  44 28  2 
percentage of scheme liabilities 4 2 7 6 0
fair value of plan assets 436  385  344  299  1348 
present value of scheme liabilities 705 642 612 499 2338
deficit in the schemes 269 257 268 200 990
unrecognised assets due to limit 40 53 22 17 27
net liability recognised in balance sheet 309 310 290 217 1017
contributions expected to be paid into the group’s major defined benefit schemes during the annual period after 31 march 2012 are 
us25 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
2012
increase
usm
decrease
usm
current service costs –  – 
interest costs 1  1
accumulated postemployment medical benefit costs 12  10
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 159 notes to the consolidated financial statements continued
33 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 270 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 141 equity shareholding in sabmiller plc during the year the group 
made a donation of us33 million to the fundación mario santo domingo 2011 us32 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 fundación mario santo 
domingo at 31 march 2012 usnil 2011 usnil was owing to the sdg
b associates and joint ventures
details relating to transactions with associates and joint ventures are analysed below
2012
usm
2011
usm
purchases from associates
1
 214 211
purchases from joint ventures
2
 86 75
sales to associates
3
 39  36 
sales to joint ventures
4
 28  31 
dividends receivable from associates
5
 150  89 
dividends received from joint ventures
6
 896  822 
royalties received from associates
7
 13  7 
royalties received from joint ventures
8
 2  2 
management fees and other recoveries received from associates
9
 24  10 
management and guarantee fees paid to joint ventures
10
 1 2
1
 the group purchased canned cocacola products for resale from cocacola canners of southern africa pty limited cocacola canners inventory from 
distell group ltd distell and associated fruit processors pty ltd afp and accommodation from tsogo sun holdings pty ltd tsogo sun all in south 
africa
2
 the group purchased lager from millercoors llc millercoors
3
 the group made sales of lager to tsogo sun empresa de cervejas n’gola sarl ecn société des brasseries et glacières internationales and brasseries 
internationales holding ltd castel delta corporation ltd delta and distell
4
 the group made sales to millercoors and pacific beverages
5
 the group had dividends receivable from castel of us61 million 2011 us39 million kenya breweries ltd us9 million 2011 us14 million 
cocacola canners us6 million 2011 us5 million distell us22 million 2011 us21 million tsogo sun us41 million 2011 us3 million ecn usnil 
2011 us3 million delta us3 million 2011 us2 million grolsch uk ltd of us2 million 2011 us2 million and international trade and supply limited 
of us6 million 2011 usnil
6
 the group received dividends from millercoors
7
 the group received royalties from delta kenya breweries ltd and anadolu efes
8
 the group received royalties from millercoors and pacific beverages
9
 the group received management fees from ecn and delta and other recoveries from afp
10
 the group paid management fees to millercoors
at 31 march 
2012
usm
2011
usm
amounts owed by associates – trade
1
 145  12 
amounts owed by associates – loans
2
 60  – 
amounts owed by joint ventures
3
 6  5 
amounts owed to associates
4
 42 24
amounts owed to joint ventures
5
 17 16
1
 amounts owed by afp delta bih angola and anadolu efes
2
 amounts owed by bih angola
3
 amounts owed by millercoors and in the prior year also pacific beverages
4
 amounts owed to cocacola canners and tsogo sun
5
 amounts owed to millercoors
amounts owed by associates include balances with bih angola and anadolu efes which were previously intragroup balances with former 
group subsidiaries in angola russia and ukraine
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 2012 
there were 27 2011 24 members of key management key management compensation is provided in note 6c
160 sabmiller plc annual report 2012 34 post balance sheet events
there are no material post balance sheet events
35 principal subsidiaries associates and joint ventures
the principal subsidiary undertakings of the group as at 31 march were as follows
country of  
incorporation 
principal  
activity 
effective interest
name 2012 2011
corporate
sabmiller holdings ltd united kingdom holding company 100 100
sabmiller africa and asia bv
1
netherlands holding company 100 100
sabmiller holdings sa ltd united kingdom holding company 100 –
sabmiller holdings sh ltd united kingdom holding company 100 –
sabmiller international bv netherlands trademark owner 100 100
sabmiller saf limited united kingdom holding companyfinancing 100 –
sabmiller southern investments ltd
2
united kingdom holding company 100 100
sabsa holdings pty ltd south africa holding company 100 100
trinity procurement gmbh switzerland procurement 100 100
latin american operations 
bavaria sa
3
colombia brewingsoft drinks 99 99
cervecería argentina sa isenbeck argentina brewing 100 100
cervecería del valle sa colombia brewing 99 99
cervecería hondureña sa de cv honduras brewingsoft drinks 99 99
cervecería nacional cn sa
3
ecuador brewing 96 96
cervecería nacional sa
3
panama brewing 97 97
cervecería san juan sa
3
peru brewingsoft drinks 92 92
cervecería unión sa colombia brewing 98 98
industrias la constancia sa de cv el salvador brewingsoft drinks 100 100
unión de cervecerías peruanas backus y johnston saa
3
peru brewing 94 94
european operations 
sabmiller europe bv
1
netherlands holding company 100 100
sabmiller holdings europe ltd united kingdom holding company 100 100
sabmiller netherlands cooperative wa netherlands holding company 100 100
compañia cervecera de canarias sa spain brewing 51 51
dreher sörgyárak zrt hungary brewing 100 100
grolsche bierbrouwerij nederland bv netherlands brewing 100 100
kompania piwowarska sa
4
poland brewing 100 100
miller brands uk ltd united kingdom sales and distribution 100 100
pivovary topvar as slovakia brewing 100 100
pjsc miller brands ukraine
5
ukraine brewing – 100
plzeˇ nský prazdroj as czech republic brewing 100 100
sabmiller rus llc
5
russia brewing – 100
birra peroni srl
6
italy brewing 100 100
ursus breweries sa romania brewing 99 99
north american operations
sabmiller holdings inc usa holding companyfinancing 100 100
miller brewing company usa holding company 100 100
african operations 
sabmiller africa bv netherlands holding company 62 62
sabmiller botswana bv netherlands holding company 62 62
sabmiller aa ltd united kingdom holding company 100 100
sabmiller investments ltd mauritius holding company 80 80
sabmiller investments ii bv netherlands holding company 80 80
sabmiller zimbabwe bv netherlands holding company 62 62
accra brewery ltd ghana brewing 60 60
ambo mineral water share company ethiopia soft drinks 40 40
botswana breweries pty ltd botswana sorghum brewing 31 31
cervejas de moçambique sarl
3
mozambique brewing 49 49
chibuku products ltd malawi sorghum brewing 31 31
cocacola bottling luanda sarl
7
angola soft drinks – 28
cocacola bottling sul de angola sarl
7
angola soft drinks – 37
crown beverages ltd
8
kenya soft drinks 80 80
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 161 notes to the consolidated financial statements continued
35 principal subsidiaries associates and joint ventures continued 
country of  
incorporation 
principal  
activity 
effective interest
name 2012 2011
african operations continued
empresa de cervejas n’gola norte sa
7
angola brewing – 31
heinrich’s syndicate ltd zambia soft drinks 62 62
intafact beverages ltd nigeria brewing 41 41
international breweries plc
39
nigeria brewing 33 –
kgalagadi breweries pty ltd botswana brewingsoft drinks 31 31
maluti mountain brewery pty ltd lesotho brewingsoft drinks 24 24
mubex mauritius procurement 100 100
national breweries plc
3
zambia sorghum brewing 43 43
nile breweries ltd uganda brewing 62 60
pabod breweries ltd
9
nigeria brewing 38 59
rwenzori bottling company ltd uganda soft drinks 80 80
southern sudan beverages ltd south sudan brewing 80 80
swaziland beverages ltd swaziland brewing 37 37
tanzania breweries ltd
3
tanzania brewing 36 33
voltic gh ltd ghana soft drinks 80 80
voltic nigeria ltd
8
nigeria soft drinks 50 80
zambian breweries plc
3
zambia brewingsoft drinks 54 54
asia pacific operations 
sabmiller asia bv  netherlands holding company 100 100
sabmiller asia ltd hong kong holding company 100 100
sabmiller aa 2 ltd united kingdom holding company 100 100
sabmiller beverage investments pty ltd australia holding company 100 –
sabmiller india ltd india holding company 100 100
foster’s group ltd australia holding company 100 –
bulmer australia ltd australia brewing 100 –
cascade brewery company pty ltd australia brewing 100 –
fbg treasury aust ltd australia financing 100 –
foster’s australia ltd australia brewing 100 –
foster’s group pacific ltd
3
fiji brewing 89 –
pacific beverages pty ltd
10
australia brewing 100 –
queensland breweries pty ltd australia brewing 100 –
sabmiller breweries private ltd india brewing 100 100
sabmiller vietnam company ltd vietnam brewing 100 100
skol breweries ltd india brewing 99 99
south african operations
the south african breweries pty ltd
11
south africa brewingsoft drinks
holding company
100 100
the south african breweries hop farms pty ltd south africa hop farming 100 100
the south african breweries maltings pty ltd south africa maltsters 100 100
appletiser south africa pty ltd south africa fruit juices 100 100
1
 operates and resident for tax purposes in the united kingdom
2
 previously sabmiller latin america ltd
3
 listed in country of incorporation
4
 sabmiller poland bv a wholly owned subsidiary of the group holds 100 of kompania piwowarska sa
5
 on 6 march 2012 the group completed its strategic alliance with anadolu group and anadolu efes biracılık ve malt sanayii as ¸ anadolu efes the group’s 
subsidiaries sabmiller rus llc and pjsc miller brands ukraine were contributed to anadolu efes in exchange for a 24 equity stake in the enlarged anadolu 
efes group
6
 previously spa birra peroni
7
 on 1 january 2012 the group acquired a 275 interest in bih brasseries internationales holding angola ltd bih angola in exchange for contributing its 
angolan businesses into bih angola castel acquired the remaining 725 in bih angola having contributed its angolan businesses into bih angola
8
 previously crown foods ltd
9
 on 1 january 2012 the group acquired an effective 33 interest in international breweries plc in exchange for cash and a dilution in the group’s effective 
interests in its existing nigerian businesses pabod breweries ltd and voltic nigeria ltd
10
 on 13 january 2012 the remaining 50 interest in pacific beverages pty ltd was purchased and from this date the company has been a subsidiary  
in 2011 the company was a joint venture
11
 previously the south african breweries ltd
162 sabmiller plc annual report 2012 35 principal subsidiaries associates and joint ventures continued
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 and sabmiller botswana bv on 1 april 2001 in exchange for a 20 interest in the castel group’s african beverage interests investments in 
new territories are generally being made with the castel group’s african beverage operations on an 8020 basis the operations continue to be 
consolidated due to sabmiller africa bv’s sabmiller botswana bv’s and sabmiller investment ii bv’s majority shareholdings and ability to 
control the operations 
botswana breweries pty ltd and kgalagadi breweries pty ltd
sabmiller botswana 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 botswana’s shares entitle the holder to twice the voting rights of 
those shares held by sechaba brewery holdings ltd sabmiller africa bv’s 101 indirect interest 2011 101 is held via a 168 interest 
2011 168 in sechaba brewery holdings ltd
maluti mountain brewery pty ltd maluti
sabmiller africa bv holds a 39 interest in maluti with the remaining interest held by a government authority the lesotho national 
development corporation 51 the privatisation unit 525 and the lesotho unit trust 475 maluti is treated as a subsidiary undertaking 
based on the group’s ability to control its operations through its board representation the day to day business operations are managed in 
accordance with a management agreement with bevman services ag a group company
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 163 notes to the consolidated financial statements continued
35 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
country of  
incorporation 
nature of  
relationship principal activity 
effective interest
name 2012 2011
european operations
anadolu efes biracılık ve malt 
sanayii as ¸
123
turkey associate brewingsoft drinks 24 –
grolsch uk ltd united kingdom associate brewing 50 50
north american operations
millercoors llc
4
usa joint venture brewing 58 58
african operations
bih brasseries internationales 
holding ltd
3
gibraltar associate holding company for subsidiaries 
principally located in africa
20 20
société des brasseries et glacières 
internationales
3
france associate holding company for subsidiaries 
principally located in africa
20 20
algerienne de bavaroise
35
algeria associate brewing 40 40
bih brasseries internationales holding 
angola ltd
37
gibraltar associate brewingsoft drinks 27 – 
delta corporation ltd
136
zimbabwe associate brewingsoft drinks 25 23
empresa de cervejas n’gola sarl
7
angola associate brewing – 28
kenya breweries ltd
689
kenya associate brewing – 12
marocaine d’investissements et de 
services
110
morocco associate brewing 40 40
skikda bottling company
35
algeria associate soft drinks 40 40
société de boissons de i’ouest 
algerien
35
algeria associate soft drinks 40 40
société des nouvelles brasseries
35
algeria associate brewing 40 40
asia pacific operations
china resources snow breweries ltd
3
british virgin islands associate holding company for brewing 
subsidiaries located in china
49 49
pacific beverages pty ltd
11
australia joint venture sales and distribution – 50
international trade and supply limited
3
british virgin islands associate sales and distribution 40 – 
south african operations
cocacola canners of southern africa 
pty ltd
3
south africa associate canning of beverages 32 32
distell group ltd
18
south africa associate wines and spirits 29 29
hotels and gaming
tsogo sun holdings ltd
112
south africa associate holding company for hotels and 
gaming operations
40 40
1
 listed in country of incorporation
2
 on 6 march 2012 the group completed its strategic alliance with anadolu group and anadolu efes biracılık ve malt sanayii as ¸ anadolu efes the group’s 
subsidiaries sabmiller rus llc and pjsc miller brands ukraine were contributed to anadolu efes in exchange for a 24 equity stake in the enlarged anadolu 
efes group
3
 these entities report their financial results for each 12 month period ending 31 december
4
 sabmiller shares joint control of millercoors with molson coors brewing company under a shareholders’ agreement voting interests are shared equally 
between sabmiller and molson coors and each of sabmiller and molson coors has equal board representation under the agreement sabmiller has a 58 
economic interest in millercoors and molson coors has a 42 economic interest
5
 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
6
 interests in these companies are held by sabmiller africa bv which is held 62 by sabmiller holdings ltd
7
 on 1 january 2012 the group acquired a 275 interest in bih brasseries internationales holding angola ltd bih angola in exchange for contributing its 
angolan businesses into bih angola castel acquired the remaining 725 in bih angola having contributed its angolan businesses into bih angola
8
 these entities report their financial results for each 12 month period ending 30 june
9
 disposed on 25 november 2011
10
 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 
11
 pacific beverages pty ltd became a subsidiary on 13 january 2012
12
 previously gold reef resorts ltd
the principal country in which each of the above associated undertakings operates is the same as the country in which each is incorporated 
however société des brasseries et glacières internationales bih brasseries internationales holding ltd’s castel and bih brasseries 
internationales holding angola ltd’s principal subsidiaries are in africa china resources snow breweries ltd’s principal subsidiaries are in 
the people’s republic of china and international trade and supply limited operates in the united arab emirates 
164 sabmiller plc annual report 2012 statement of directors’ responsibilities 
in respect of the company financial statements
the directors are responsible for preparing the annual report the 
directors’ 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 prepared the company 
financial statements in accordance with applicable law and united 
kingdom accounting standards united kingdom generally accepted 
accounting practice 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
sabmiller plc annual report 2012 165 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 2012 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 
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 and express an opinion on 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 in addition we read all the financial and 
nonfinancial information in the sabmiller plc annual report to identify 
material inconsistencies with the audited financial statements if we 
become aware of any apparent material misstatements or 
inconsistencies we consider the implications for our report
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 2012
•	 have been properly prepared in accordance with united kingdom 
generally accepted accounting practice and 
•	 have been prepared in accordance with the requirements of the 
companies act 2006 
opinion on other matters prescribed by the  
companies act 2006 
in our opinion 
•	 the part of the directors’ remuneration report to be audited has 
been properly prepared in accordance with the companies act 
2006 and 
•	 the information given in the directors’ report for the 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 directors’ 
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 2012
richard hughes senior statutory auditor
for and on behalf of pricewaterhousecoopers llp
chartered accountants and statutory auditors
london
11 june 2012
166 sabmiller plc annual report 2012 balance sheet of sabmiller plc
at 31 march
 notes
2012
usm
2011
usm
fixed assets
tangible fixed assets 2 119  100 
investments in subsidiary undertakings 3 17083  17052 
derivative financial instruments 8 499  325 
   17701  17477 
current assets
debtors 4 6621  7738 
derivative financial instruments 8 6  3 
shortterm deposits 5 293  695 
   6920  8436 
creditors – amounts falling due within one year 6 1081 2654
net current assets  5839  5782 
total assets less current liabilities  23540  23259 
creditors – amounts falling due after more than one year 7 7646 8927
net assets  15894  14332 
capital and reserves
share capital  166  166 
share premium  6480  6384 
merger relief reserve  4586  4586 
other reserves  1198 1219
profit and loss account  5860  4415 
total shareholders’ funds 9 15894  14332 
the financial statements on pages 167 to 177 were approved by the board of directors on 11 june 2012 and were signed on its behalf by
graham mackay  jamie wilson
chief executive  chief financial officer
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 us2661 million 2011 us1476 million
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 167 1 accounting policies
a basis of preparation 
sabmiller plc the company is a public limited company incorporated 
in great britain and registered in england and wales the company 
financial statements have been prepared in accordance with the 
companies act 2006 and with accounting standards applicable 
in the united kingdom uk gaap 
the financial statements are prepared on the going concern basis 
under the historical cost convention as modified by certain financial 
assets and financial liabilities including derivative instruments at fair 
value through profit and loss the principal accounting policies which 
have been applied consistently throughout the year are set out below
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
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 2012 748 063 767 062
year ended 31 march 2011 715 064 677 062
monetary assets and liabilities denominated in foreign currencies are 
retranslated at the rate of exchange ruling at the balance sheet date 
or at the related forward contract rate 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 cost includes the original 
purchase price of the assets and the costs attributable to bringing 
the asset to its working condition for the intended use 
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 and software 230 years
leasehold land and buildings  shorter of the lease term or 50 years
the company regularly reviews its depreciation rates to take account 
of any changes in circumstances when setting useful economic lives 
the principal factors the company takes into account are the expected 
rate of technological developments expected market requirements for 
the equipment and the intensity at which the assets are expected to 
be used the profit or loss on the 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’ 
long term assets are subject to an impairment review if circumstances 
or events change to indicate that the carrying value may not be fully 
recoverable the review is performed by comparing the carrying value 
of the long term asset to its recoverable amount being the higher of 
the net realisable value and value in use the net realisable value is 
considered to be the amount that could be obtained on disposal of 
the asset the value in use of the asset is determined by discounting 
at a market based discount rate the expected future cash flows 
resulting from its continued use including those arising from its final 
disposal when the carrying values of long term 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
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
notes to the company financial statements
168 sabmiller plc annual report 2012 1 accounting policies continued
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
financial guarantees are amortised over the life of the guarantee 
or accelerated if the third party obligation is settled early the 
amortisation is taken to the profit and loss account
g revenue recognition
i interest income
interest income is recognised on an accruals basis using the effective 
interest method
ii dividend income
dividend income is recognised when the right to receive payment 
is established
h deferred taxation
deferred tax is recognised in respect of all timing differences that 
have originated but not reversed at the balance sheet date where 
transactions or events that result in an obligation to pay more tax in 
the future or a right to pay less tax in the future have occurred at the 
balance sheet date
a net deferred tax asset is regarded as recoverable and therefore 
recognised only when on the basis of all available evidence it can 
be regarded as more likely than not that there will be suitable taxable 
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
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 share option plans with and 
without nonmarket performance conditions attached performance 
share award plans with market conditions attached and awards 
related to the employee element of the broadbased black economic 
empowerment bbbee scheme in the south africa in addition the 
company has granted an equitysettled sharebased payment to 
retailers in relation to the retailer component of the bbbee scheme
in accordance with frs 20 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
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 169 notes to the company financial statements continued
1 accounting policies continued
the issue by the company to employees of its subsidiaries of a grant 
over the company’s shares represents additional capital contributions 
by the company to its subsidiaries except to the extent the company 
is reimbursed an additional investment in subsidiaries results in a 
corresponding increase in shareholders’ equity the additional capital 
contribution is based on the fair value of the grant issued allocated 
over the underlying grant’s vesting period
a new employee benefit trust the sabmiller associated companies’ 
employees’ benefit trust the acebt was established during the 
year the acebt holds shares in sabmiller plc for the purposes of 
providing share incentives for employees of companies in which 
sabmiller has a significant economic and strategic interest but over 
which it does not have management control these share options are 
accounted for as cashsettled sharebased payments in accordance 
with frs 20 ‘sharebased payment’ a liability is recognised at 
fair value in the balance sheet over the vesting period with a 
corresponding charge to the profit and loss account the liability is 
remeasured at each reporting date on an actuarial basis using the 
analytic method to reflect the revised fair value and to adjust for 
changes in assumptions such as leavers changes in fair value of  
the liability are recognised in the profit and loss account actual 
settlement of the liability will be at its intrinsic value with the 
difference recognised in the profit and loss account 
k hedge accounting
the derivative instruments used by the company which are used 
solely for hedging purposes ie to offset foreign exchange and 
interest rate risks comprise interest rate swaps cross currency 
swaps and forward foreign exchange contracts such derivative 
instruments are used to alter the risk 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 profit and 
loss account a similar treatment is applied where the hedge is of a 
future transaction and that transaction is no longer likely to occur 
when the hedge is discontinued due to ineffectiveness hedge 
accounting is discontinued prospectively
certain derivative instruments 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 in note 23 to the consolidated financial 
statements of the group
l operating leases
rentals paid on operating leases are charged to the profit and loss 
account on a straightline basis over the lease term
m pension obligations
the company operates a defined contribution scheme contributions 
to this scheme are charged to the profit and loss account as incurred 
170 sabmiller plc annual report 2012 2 tangible fixed assets
 
assets in
course of
construction
usm
short 
leasehold
land and
buildings
usm
office
equipment
and software
usm
total
usm
cost
at 1 april 2010 39  19  68  126 
additions 40  –  –  40 
transfers 47 5  42  – 
at 31 march 2011 32  24  110  166 
additions 27  9  4  40 
disposals –  1 –  1
transfers 5 –  5  – 
at 31 march 2012 54  32  119  205 
accumulated depreciation
at 1 april 2010 –  10  37  47 
depreciation – charge for the year –  3  16  19 
at 31 march 2011 –  13  53  66 
depreciation – charge for the year –  4  16  20 
at 31 march 2012 –  17  69  86 
net book amount    
at 1 april 2010 39  9  31  79 
at 31 march 2011 32  11  57  100 
at 31 march 2012 54  15  50  119 
3 investment in subsidiary undertakings
 
shares
usm
loans
usm
total
usm
at 1 april 2010 12797  3627  16424 
exchange adjustments –  7  7 
additions 599  –  599 
capital contribution relating to sharebased payments 184  –  184 
repayments –  162 162
at 31 march 2011 13580  3472  17052 
exchange adjustments –  10 10
additions 95  –  95 
capital contribution relating to sharebased payments 86  –  86 
impairment provision
1
 140 –  140
at 31 march 2012 13621  3462  17083 
1
 during the year the company recorded an impairment provision of us90 million against its investment in sabmiller management services bv us455 million 
against its investment in sabmiller capital uk ltd and us05 million against its investment in sabmiller asia capital llp
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 171 notes to the company financial statements continued
3 investment in subsidiary undertakings continued
the investment in subsidiary undertakings is shown as follows all interests are 100 direct investments unless stated otherwise
name country of incorporation principal activity 
2012
usm
2011
usm
sabmiller holdings ltd united kingdom holding company 5437  5437 
miller brands uk ltd united kingdom sales and distribution 39  39 
sab finance cayman islands ltd cayman islands finance company –  – 
safari ltd jersey finance company –  – 
sabmiller management bv netherlands group management services –  90 
sabmiller africa  asia bv netherlands holding company 178  178 
appletiser international bv netherlands holding company –  – 
sabmiller safari united kingdom finance company 506  506 
pilsner urquell international bv netherlands holding company –  – 
sabmiller holdings europe ltd united kingdom holding company 2098  2053 
racetrack colombia finance sa
1
 colombia finance company –  – 
sabmiller poland bv netherlands holding company 4976  4976 
sabmiller horizon ltd united kingdom agent company –  – 
sabsa holdings pty ltd
2
south africa holding company 5  5 
sabmiller capital uk ltd united kingdom holding company –  – 
sabmiller asia capital llp
3
united kingdom finance company –  – 
    13239  13284 
capital contribution relating to sharebased payments 382  296 
    13621  13580 
1
 949 direct interest and 100 effective interest
2
 sabmiller plc contributed zar36 million towards the cost of guarantee fee to sabsa holdings pty ltd a fellow group undertaking it has no direct interest in 
the share capital of that company
3
 1 direct interest and 100 effective interest
4 debtors
 
2012
usm
2011
usm
amounts owed by subsidiary undertakings 6476  7624 
amounts owed by associated undertakings 60 –
other debtors 61 114 
deferred tax 24 –
  6621  7738 
included in the table above are debtors due after more than one year of us2 million 2011 usnil
5 shortterm deposits
 
2012
usm
2011
usm
shortterm deposits 293  695 
the company has shortterm deposits in us dollars usd the effective interest rates were usd 023 2011 €088 and usd 104
172 sabmiller plc annual report 2012 6 creditors amounts falling due within one year
 
2012
usm
2011
usm
bank overdrafts  2  359 
bank loans  –  53 
us600 million 62 notes due 2011  –  609 
amounts owed to subsidiary undertakings  846  1432 
taxation and social security  29  20 
derivative financial instruments see note 8  4  80 
trade and other creditors  55  41 
accruals and deferred income  80  58 
dividends payable to shareholders  2  2 
guarantee fee liability  63  – 
  1081  2654 
7 creditors amounts falling due after more than one year
 
2012
usm
2011
usm
us1100 million 55 notes due 2013
1
 1099  1116 
€1000 million 45 notes due 2015
2
 1367  1417 
us300 million 6625 notes due 2033
2
 416  361 
us850 million 65 notes due 2016
2
 960  943 
us550 million 57 notes due 2014
2
 588  594 
us700 million 65 notes due 2018
2
 811  759 
pen 150 million 675 notes due 2015
2
 56  53 
€140 million revolving credit facility
2
 –  99 
loans from subsidiary undertakings
3
 1938  3560 
derivative financial instruments see note 8  38  14 
other creditors  9  4 
deferred income  7  7 
guarantee fee liability  357  – 
  7646  8927 
the maturity of creditors falling due after more than one year is as follows
between 1 and 2 years  1153  119 
between 2 and 5 years  5007  6764 
after 5 years  1486  2044 
  7646  8927 
1
 on 30 june 2008 notes previously held by miller brewing company and guaranteed by sabmiller plc and sabmiller finance bv were novated to sabmiller plc 
and the guarantee terminated the notes mature on 15 august 2013 the notes are redeemable in whole or in part at any time at the option of the issuer at a 
redemption price equal to the make whole amount the notes are redeemable in whole but not in part at the option of the issuer upon occurrence of certain 
changes in taxation at their principal amount with accrued and unpaid interest to the date of redemption 
 in addition interest rate swaps to pay 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 revolving credit facility and the notes is detailed in note 22 to the consolidated financial statements of the group
3
 loans from subsidiary undertakings are unsecured repayable in 2015 and bear interest at a rate of 1236
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 173 notes to the company financial statements continued
8 derivative financial instruments 
 
assets
2012
usm
liabilities
2012
usm
assets
2011
usm
liabilities
2011
usm
current derivative financial instruments
forward foreign currency contracts 4  4 1  21
forward foreign currency contracts as cash flow hedges 2  –  2  – 
cross currency swaps –  –  –  59
  6  4 3  80
noncurrent derivative financial instruments
forward foreign currency contracts 43  31 –  – 
interest rate swaps designated as fair value hedges 351  –  268  4
cross currency swaps 105  7 57  10
  499  38 325  14
derivatives designated as hedging instruments
i cash flow hedges
the company has entered into forward exchange contracts designed as cash flow hedges to manage shortterm foreign currency exchange 
exposures to future creditor payments as at 31 march 2012 the notional amounts of these contracts was gbp119 million and aud1 million 
2011 gbp120 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 2012 the fixed interest rates received vary from 45 to 6625 2011 45 to 6625 and floating interest rates paid vary 
from liboreuribor plus 716 bps to liboreuribor plus 1988 bps 2011 liboreuribor plus 716 bps to liboreuribor plus 1988 
bps on the notional amount as at 31 march 2012 the carrying value of the hedged borrowings was us3191 million 2011 us3187 million
standalone derivative financial instruments
i forward foreign currency contracts
the company has entered into several forward foreign currency contracts to manage the group’s exposure to foreign exchange risk on the 
investments in subsidiaries in south africa colombia the czech republic peru and australia
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 and the netherlands
iii interest rate swaps
the company holds a number of interest rate swaps to receive floating rates and pay fixed rates held as an economic offset to a number of 
interest rate swaps that receive fixed rates and pay floating rates that were previously held in a fair value hedge relationship
analysis of notional amounts on all outstanding financial instruments held by the company is as follows
 
 2012
m
2011
m
forward foreign currency contracts
– sa rand 245  1525 
– colombian peso 490476  – 
– australian dollar 500  – 
– czech koruna 6825  5500 
– peruvian nuevo sol 631  – 
– euro –  21 
– pounds sterling –  125 
– russian rouble –  2530 
interest rate swaps
– fair value hedges
– us dollar 1750  2225 
– euro 500  500 
cross currency swaps
– sa rand 1404  2799 
– polish zloty 433  1092 
– euro 317  317 
– czech koruna –  2258 
– russian rouble –  1400 
174 sabmiller plc annual report 2012 8 derivative financial instruments continued
fair values of financial assets and financial liabilities
 
book value
2012
usm
fair value
2012
usm
book value
2011
usm
fair value
2011
usm
current borrowings 2  2  1021  1021 
noncurrent borrowings 7218  7592  8902  9398 
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 loss on financial instruments recognised in the profit and loss account
 
2012
usm
2011
usm
derivative financial instruments
forward foreign currency contracts 108  53
interest rate swaps designated as cash flow hedges –  1 
interest rate swaps designated as fair value hedges 100  13 
cross currency swaps 107  71
guarantee fees 22  8 
 121  102
other financial instruments
noncurrent borrowings designated as the hedged item in a fair value hedge 156 14
total fair value loss on financial instruments recognised in the profit and loss account 35  116
other financial liabilities
other financial liabilities include guarantee fee liabilities as disclosed in notes 6 and 7
the company has guaranteed the bank overdrafts and drawn components of bank loans of a number of subsidiaries under the terms of 
the financial guarantee contracts the company will make payments to reimburse the lenders upon failure of the guaranteed entity to make 
payments when due
terms and notional values of the liabilities guaranteed were as follows
year of maturity 
2012
usm
2011
usm
2014 2175  – 
2015 1000  – 
2016 750  – 
2017 2054  – 
2022 2500  – 
2042 1500  – 
  9979  – 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 175 notes to the company financial statements continued
9 reconciliation of movements in shareholders’ funds 
 
share 
capital
usm
share 
premium
usm
merger 
relief
usm
hedging 
reserve
usm
ebt
usm
treasury 
shares
usm
profit and 
loss account
usm
total
usm
at 1 april 2010 165  6312  4586  4 145 1097 3829  13646 
issue of share capital 1  72  –  –  –  –  –  73 
profit for the year –  –  –  –  –  –  1476  1476 
dividends paid –  –  –  –  –  –  1115 1115
cash flow hedges – fair value gains –  –  –  6  –  –  –  6 
utilisation of ebt shares –  –  –  –  21  –  21 – 
credit entry relating to sharebased payments –  –  –  –  –  –  62  62 
capital contribution relating to sharebased 
payments –  –  –  –  –  –  184  184 
at 31 march 2011 166  6384  4586  2  124 1097 4415  14332 
issue of share capital –  96  –  –  –  –  –  96 
profit for the year –  –  –  –  –  –  2661  2661 
dividends paid –  –  –  –  –  –  1313 1313
purchases of ebt shares –  –  –  –  52 –  –  52
loan repayment from ebt –  –  –  –  12  –  –  12 
utilisation of ebt shares –  –  –  –  61  –  61 – 
credit entry relating to sharebased payments –  –  –  –  –  –  72  72 
capital contribution relating to sharebased 
payments –  –  –  –  –  –  86  86 
at 31 march 2012 166  6480  4586  2  103 1097 5860  15894 
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 gains of us111 million 2011 losses of us48 million
further information relating to the share capital share premium the treasury shares and the ebt reserve of the company is detailed in notes 26 
and 27 to the consolidated financial statements of the group details of share incentive schemes are provided in note 26 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
10 profit and loss information
employees
employee costs recognised in the profit and loss during the year were as follows
 
2012
usm
2011
usm
wages and salaries 97  74 
sharebased payments 36  29 
social security costs 17  8 
other pension costs 7  6 
  157  117 
information relating to directors’ remuneration is included in the directors’ remuneration report on pages 68 to 83
the average monthly number of employees for the year are shown on a fulltime equivalent basis and includes executive directors
 2012 2011 
number of employees 405  357 
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
 
2012
usm
2011
usm
plant and machinery 4  5 
other 8  7 
176 sabmiller plc annual report 2012 11 other information 
deferred tax assets have not been recognised in respect of the following
 
2012
usm
2011
usm
tax losses 72  48 
capital allowances in excess of depreciation 11  10 
accruals and provisions 1  1 
sharebased payments 25  29 
  109  88 
 
2012
usm
2011
usm
capital expenditure contracted but not provided 2  7 
the company has guaranteed borrowings in respect of certain subsidiary undertakings guarantee fees received from 100 owned 
subsidiaries were us22 million 2011 us8 million refer to note 12 for guarantee fees paid to related parties
at 31 march 2012 the company had annual commitments under noncancellable operating leases as follows
 
2012
usm
2011
usm
land and buildings
within one year 1  – 
between two and five years 1  2 
after five years 5  5 
other
within one year 1  – 
between two and five years –  2 
12 related party transactions
transactions with undertakings which are not wholly owned
the company has taken advantage of the exemption provided under frs 8 not to disclose transactions with subsidiaries which are wholly 
owned during the year the company had transactions with undertakings in which it does not hold a 100 interest
 
2012
usm
2011
usm
interest received from subsidiaries  2  2 
guarantee fee income 1  – 
income from recharges to subsidiaries
1
 134  76 
guarantee fee paid
2
 1 1
1
 the company received income from recharges related to business capability programme costs
2
 the company paid guarantee fees to sabmiller africa bv
 
2012
usm
2011
usm
amounts owed by subsidiaries 25  39 
amounts owed to subsidiaries 4 6
loans to subsidiaries
1
 –  60 
loans to associated undertakings
1
60 –
loans from subsidiaries – 36
1
 loans to associated undertakings include balances due from bih angola which were previously loans to subsidiaries
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 177  
2012
usm
2011
1
usm
2010
usm
2009
usm
2008
usm
income statements
group revenue 31388  28311  26350  25302  23828 
revenue 21760  19408  18020  18703  21410 
operating profit  5013  3127  2619  3148  3448 
net finance costs 562 525 563 706 456
share of posttax results of associates and joint ventures 1152  1024  873  516  272 
taxation 1126 1069 848 801 976
noncontrolling interests 256 149 171 276 265
profit attributable to owners of the parent 4221  2408  1910  1881  2023 
adjusted earnings 3400  3018  2509  2065  2147 
balance sheets
noncurrent assets 50909  34870  33604  28156  31947 
current assets 4663  4178  3895  3472  4135 
assets of disposal group classified as held for sale 79  66  –  –  – 
total assets 55651  39114  37499  31628  36082 
derivative financial instruments 109 135 321 142 531
borrowings 19226 8460 9414 9618 9658
other liabilities and provisions 10296 7694 7171 5751 7649
liabilities of disposal group classified as held for sale 7 66 –  –  – 
total liabilities 29638 16355 16906 15511 17838
net assets 26013  22759  20593  16117  18244 
total shareholders’ equity 25073  22008  19910  15376  17545 
noncontrolling interests 940  751  683  741  699 
total equity 26013  22759  20593  16117  18244 
cash flow statements
adjusted ebitda 6183  5617  5020  4667  4537 
ebitda 4979  4502  3974  4164  4518 
net working capital movements 258  66  563  493 242
net cash generated from operations 5237  4568  4537  3671  4276 
net interest paid 407 640 640 722 502
tax paid 893 885 620 766 969
net cash inflow from operating activities 3937  3043  3277  2183  2805 
net capital expenditure and other investments 1522 1245 1483 2082 1922
net investments in subsidiaries joint ventures and associates 11095 183 504 533 1390
dividends received from joint ventures associates and other investments 1017  911  815  606  92 
net cash outflowinflow before financing and dividends 7663 2526  2105  174  415
net cash inflowoutflow from financing 8819  1214 804 615  1191 
dividends paid to shareholders of the parent 1324 1113 924 877 769
effect of exchange rates 39 25  90  22  113
decreaseincrease in cash and cash equivalents 207 224  467  66 106
per share information us cents per share
basic earnings per share 2666  1528  1226  1252  1349 
diluted earnings per share 2638  1518  1221  1246  1342 
adjusted basic earnings per share 2148  1915  1611  1375  1431 
net asset value per share
2
 15065  13266  12032  9699  11083 
total number of shares in issue millions 16643  16590  16547  15854  15831 
other operating and financial statistics
return on equity 
3
 136  137  126  134  122 
ebita margin  179  178  166  163  174 
adjusted ebitda margin  230  229  217  209  212 
interest cover times 114  108  93  67  92 
free cash flow usm 3048  2488  2028  106  594 
total borrowings to total assets  345  216  251  304  268 
net cash generated from operations to total borrowings  272  540  482  382  443 
revenue per employee us000’s 3059  2804  2569  2725  3098 
average monthly number of employees 71144  69212  70131  68635  69116
1
 restated for the adjustments made to the provisional fair values relating to the casa isenbeck and crown beverages ltd acquisitions
2
 net asset value per share is calculated by dividing total shareholders’ equity by the closing number of shares in issue
3
 this is calculated by expressing adjusted earnings as a percentage of total shareholders’ equity
fiveyear financial review
for the years ended 31 march 
178 sabmiller plc annual report 2012 2012
usm
2011
usm
2010
usm
2009
usm
2008
usm
group revenue
segmental analysis
latin america 7158  6335  5905  5495  5251 
europe 5482  5394  5577  6145  5248 
north america 5250  5223  5228  5227  5120 
africa 3686  3254  2716  2567  na 
asia pacific 3510  2026  1741  1565  na 
 africa and asia pacific 3367 
south africa
–  beverages 5815  5598  4777  3955  4446 
–  hotels and gaming 487  481  406  348  396 
group 31388  28311  26350  25302  23828 
operating profit excluding share of associates and joint ventures
segmental analysis
latin america 1736  1497  1270  1057  953 
europe 804  857  840  900  947 
north america –  16  12  230  462 
africa 422  365  316  354  na 
asia pacific 124  22 34 2 na 
 africa and asia pacific 330 
south africa beverages 1091  997  826  704  962 
corporate 190 147 139 97 94
group operating profit – before exceptional items 3987  3563  3091  3146  3560 
exceptional creditcharge
latin america 119 106 156 45  61
europe 1135  261 202 452 – 
north america –  –  –  409  51
africa 162  4 3 –  na 
asia pacific 70 –  –  –  na 
 africa and asia pacific – 
south africa beverages 41 188 53 –  – 
corporate 41 123  58 –  – 
 1026  436 472 2  112
group operating profit – after exceptional items 5013  3127  2619  3148  3448 
ebita
segmental analysis
latin america 1865  1620  1386  1173  1071 
europe 836  887  872  944  952 
north america 756  741  619  581  477 
africa 743  647  565  562  na 
asia pacific 321  92  71  80  na 
 africa and asia pacific 568 
south africa
–  beverages 1168  1067  885  764  1026 
–  hotels and gaming 135  137  122  122  141 
corporate 190 147 139 97 94
group  5634  5044  4381  4129  4141
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 179 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 associates’ and joint 
ventures’ adjustments for similar items the tax and noncontrolling 
interests in respect of these items are also adjusted 
adjusted ebitda
this comprises ebitda as defined below before cash flows 
from exceptional items and includes dividends received from our 
joint venture millercoors dividends received from millercoors 
approximate to the group’s share of the ebitda of the millercoors 
joint venture
adjusted ebitda margin
this is calculated by expressing adjusted ebitda as a percentage 
of revenue plus the group’s share of millercoors’ revenue
adjusted net 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 incurred in the year 
ebitda margin  
this is calculated by expressing ebitda as a percentage of revenue 
effective tax rate  
the effective tax rate is calculated by expressing tax before tax 
on exceptional items and on amortisation of intangible assets 
excluding 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 and intangible 
assets net investments in existing associates and joint ventures 
in both cases only where there is no change in the group’s effective 
ownership percentage and dividends paid to noncontrolling interests 
plus cash received from the sale of property plant and equipment and 
intangible assets and dividends received
group revenue 
this comprises revenue together with the group’s share of revenue 
from associates and joint ventures 
headline earnings 
headline earnings are calculated by adjusting profit for the financial 
period attributable to owners of the parent for items in accordance 
with the south african circular 32009 entitled ‘headline earnings’ 
such items include impairments of noncurrent assets and profits or 
losses on disposals of noncurrent assets and their related tax and 
noncontrolling interests this also includes the group’s share of 
associates’ and joint ventures’ adjustments on the same basis 
interest cover 
this is the ratio of adjusted ebitda to adjusted net 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 
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
180 sabmiller plc annual report 2012 kpi definitions – how we measure
total shareholder return tsr in excess of the 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 
measurement date of performance share awards for the excom and 
deducting the percentage growth in the tsr of the median of our peer 
group over the same period
growth in adjusted earnings per share eps
growth in adjusted eps is measured by comparing the adjusted 
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 180 
free cash flow
free cash flow is measured using the definition on page 180
proportion of our total lager volume from markets in which 
we have no 1 or no 2 national market share positions
lager volumes generated in markets where we have a number one or 
number two national beer market share position divided by total lager 
volumes lager volumes are measured as defined on page 180
proportion of group ebita from developing and emerging 
economies
ebita generated in developing and emerging economies divided by 
group ebita before corporate costs ebita is defined on page 180 
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 
180 lager volumes are measured as defined on page 180
group revenue growth organic constant currency
growth in group revenue compared with the prior year is measured on 
a constant currency basis as defined on page 180 and excluding the 
effects of acquisitions and disposals organic information is defined on 
page 180 group revenue is defined on page 180
revenue growth in premium brands constant currency
growth in revenue from sales of premium brands compared with the 
prior year is measured on a constant currency basis as defined on 
page 180 premium brands are those in the premium segment as 
defined on this page
ebita growth organic constant currency
ebita growth compared with the prior year is measured on a constant 
currency basis as defined on page 180 and excluding the effects of 
acquisitions and disposals organic information is defined on page 
180 ebita is defined on page 180
ebita margin
ebita margin is defined on page 180
hectolitres of water used at our breweries per hectolitre 
of lager produced
water used at our breweries divided by the volume of lager produced 
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 co2 in kilograms released to the atmosphere by our 
brewery operations divided by the volume of lager produced the 
total amount of co2 is the sum of direct emissions produced by 
the combustion of fuel eg coal oil gas and indirect emissions from 
the use of electricity and steam emissions are calculated using the 
internationally recognised wriwbcsd greenhouse gas protocol 
all consolidated businesses 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
nonfinancial definitions
corporate governance code
the uk corporate governance code published by the uk financial 
reporting council
direct economic value generated
revenue plus interest and dividend receipts royalty income and 
proceeds of sales of assets in accordance with guidance by the 
global reporting initiative gri ec1
economy segment
taking the leading brand in the most popular pack type as the 
standard 100 brands with a weighted average market price which 
fall below an index of 90 form the economy segment normally all 
brands in this segment will be local brands
international brewers index
the index of international brewers charts the share price 
progression of the company’s closest peers in the global brewing 
industry – anheuserbusch inbev 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 2008 the index is weighted relative to the market 
capitalisation of the brewers as at 1 april 2008
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 regional and global 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
overview business review governance financial statements shareholder information
sabmiller plc annual report 2012 181 listed below are analyses of holdings extracted from the register of ordinary shareholders as at year end
number of
shareholders
percentage of
share capital
portfolio size
1 – 1000 39933 071
1001 – 10000 8551 156
10001 – 100000 1460 306
100001 – 1000000 528 1021
1000001 and over 147 8446
50619 10000
category
banks 205 476
endowment funds 408 018
individuals 36303 170
insurance companies 96 103
investment companies 88 045
medical aid schemes 25 003
mutual funds 462 452
nominees  trusts 10894 5223
other corporate entities 1578 2747
pension funds 560 763
50619 10000
substantial shareholdings
as at 8 june 2012 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
date of
notification
number of
shares
percentage 
of issued
share capital
altria group inc 29 may 2009 430000000 2739
bevco ltd 20 march 2007 225000000 1498
public investment corporation 13 january 2009 67663248 449
kulczyk holding sa 29 may 2009 60000000 382
the companies act requires disclosure of persons with significant direct or indirect holdings of securities as at year end at the year end we 
were aware of the following shareholdings
percentage 
of issued
share capital
altria group inc 2701
bevco ltd 1413
public investment corporation 501
allan gray investment council 318
kulczyk holding sa 301
ordinary shareholding analyses
182 sabmiller plc annual report 2012 financial reporting calendar and annual general meeting 
interim management statement and annual general meeting july 2012
announcement of interim results for halfyear to september november 2012
interim management statement january 2013
preliminary announcement of annual results may 2013
annual financial statements published june 2013
dividends declared paid 
ordinary
 interim november december
 final may august
unsolicited investment advice – warning to shareholders 
many companies have become aware that their shareholders have received unsolicited phone calls or correspondence concerning investment 
matters these are typically from overseasbased ‘brokers’ who target uk shareholders offering to sell them what often turn out to be 
worthless or highrisk shares in us or uk investments they can be very persistent and extremely persuasive a 2006 survey by the financial 
services authority 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 wwwfsagovukregisterhomedo
•	 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 0845 6061234 or by completing an online form at  
httpwwwfsagovukpagesdoing regulatedlawalertsformshtml 
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 or 0800 202087
facsimile 012 346 6941
email infofsbcoza
complete the fsb online complaint form which can be found on their website wwwfsbcoza
shareholders’ diary
sabmiller plc annual report 2012 183
overview business review governance financial statements shareholder information sabmiller plc 
incorporated in england and wales registration no 3528416
general counsel and 
group company secretary
john davidson
registered office
sabmiller house 
church street west
woking
surrey england
gu21 6hs
facsimile 44 1483 264103
telephone 44 1483 264000
head office
one stanhope gate
london england
w1k 1af
facsimile 44 20 7659 0111
telephone 44 20 7659 0100
internet address
wwwsabmillercom
investor relations
telephone 44 20 7659 0100
investorrelationssabmillercom
sustainable development
telephone 44 1483 264134
sustainabledevelopmentsabmillercom
independent auditors
pricewaterhousecoopers llp
1 embankment place
london england
wc2n 6rh
facsimile 44 20 7212 4652 
telephone 44 20 7583 5000
registrar united kingdom
capita registrars
the registry
34 beckenham road
beckenham
kent england
br3 4tu
facsimile 44 20 8658 2342
telephone 44 20 8639 3399 
outside uk
telephone 0871 664 0300 
from uk calls cost 10p per minute 
plus network extras lines are open 
830am530pm monfri
ssdcapitaregistrarscom
wwwcapitaregistrarscom
registrar south africa
computershare investor services pty limited
70 marshall street johannesburg
po box 61051
marshalltown 2107
south africa
facsimile 27 11 688 5248
telephone 27 11 370 5000
united states adr depositary
bny mellon
shareholder services
po box 358516
pittsburgh pa 152528516
united states of america
telephone 1 888 269 2377
telephone 1 888 bny adrs 
toll free within the usa
telephone 1 201 680 6825 outside usa
shrrelationsbnymelloncom
wwwadrbnymelloncom
administration
184 sabmiller plc annual report 2012 the paper used in the report contains 75 recycled content all of 
which is sourced from deinked postconsumer waste all of the pulp 
is bleached using an elemental chlorine free process ecf printed in 
the uk by pureprint using their environmental printing technology and 
vegetable inks were used throughout pureprint is a carbonneutral
®
 
company both manufacturing mill and the printer are registered to 
the environmental management system iso14001 and are forest 
stewardship council
®
 fsc chainofcustody certified
designed by further™ 
furthercreativecouk
product photography by jonathan knowles 
wwwjknowlescouk
this document does not constitute an offer to sell or issue 
or the solicitation of an offer to buy or acquire ordinary shares 
in the capital of sabmiller plc the “company” or any other 
securities of the company in any jurisdiction or an inducement 
to enter into investment activity 
this document is intended to provide information to shareholders 
it should not be relied upon by any other party or for any other 
purpose this document includes ‘forwardlooking statements’ 
with respect to certain of sabmiller plc’s plans current goals and 
expectations relating to its future financial condition performance 
and results these statements contain the words ‘anticipate’ 
‘believe’ ‘intend’ ‘estimate’ ‘expect’ and words of similar meaning 
all statements other than statements of historical facts included in 
this document including without limitation those regarding the 
company’s financial position business strategy plans and objectives 
of management for future operations including development plans 
and objectives relating to the company’s products and services are 
forwardlooking statements such forwardlooking statements involve 
known and unknown risks uncertainties and other important factors 
that could cause the actual results performance or achievements 
of the company to be materially different from future results 
performance or achievements expressed or implied by such forward
looking statements such forwardlooking statements are based on 
numerous assumptions regarding the company’s present and future 
business strategies and the environment in which the company will 
operate in the future these forwardlooking statements speak 
only as at the date of this document factors which may cause 
differences between actual results and those expected or implied 
by the forwardlooking statements include but are not limited to 
material adverse changes in the economic and business conditions 
in the markets which sabmiller operates increased competition 
and consolidation within the global brewing and beverages industry 
changes in consumer preferences changes to the regulatory 
environment failure to deliver the integration and costsaving 
objectives in relation to the foster’s acquisition failure to derive 
the expected benefits from the business capability programme 
and fluctuations in foreign currency exchange rates and interest 
rates the company expressly disclaims any obligation or undertaking 
to disseminate any updates or revisions to any forwardlooking 
statements contained herein to reflect any change in the company’s 
expectations with regard thereto or any change in events conditions 
or circumstances on which any such statement is based the past 
business and financial performance of sabmiller plc is not to be relied 
on as an indication of its future performance
cautionary statement
sabmiller plc annual report 2012  sabmiller plc annual report 2012 
registered office
sabmiller house 
church street west 
woking 
surrey 
england 
gu21 6hs
facsimile 44 1483 264103 
telephone 44 1483 264000
wwwsabmillercom


Summary:
 chairman’s statement
significant progress and strong results
 the year has seen further excellent progress 
growing consumer demand in developing markets 
has helped to secure another strong set of results 
and our global footprint has continued to expand 
meyer kahn chairman
dear shareholder
in my final letter as chairman i am delighted to 
report another year of significant progress and 
strong results as we predicted 12 months ago 
markets were difficult in europe and north america 
but consumer demand continued to grow in most 
developing economies through successful 
marketing product innovation and skilful commercial 
execution we were able to build on our position 
in the world’s developing consumer markets
results and dividend
beverage volumes totalled 286 million hectolitres 
up 6 with lager volumes up 5 and soft drinks 
volumes up 8 group revenue grew by 11 
7 on an organic constant currency basis as 
a result of higher volumes focused price increases 
and our efforts to increase the premium element 
in our brand mix 
reported earnings before interest tax and 
amortisation ebita grew by 12 8 on an 
organic constant currency basis and ebita margin 
was 10 bps ahead of the prior year at 179 group 
revenue growth offset increases in raw material 
costs while marketing investment rose in line with 
revenue and fixed costs increased as a result 
of expenditure on sales and systems capabilities 
profit before tax was up 55 after the inclusion 
of exceptional gains in the year 
finance costs were 7 higher than the prior year 
and the effective tax rate was 275 adjusted 
earnings per share were up 12 at 2148 us cents 
while basic earnings per share were 2666 us cents
the group’s free cash flow was us3048 million 
an increase of us560 million over the prior year 
working capital cash inflows of us258 million 
continued recent positive trends 
capital expenditure was us1639 million a 
rise of us324 million as we increased production 
capacity particularly in africa net debt at 31 march 
2012 was us17862 million this was higher than 
the previous financial yearend primarily due to 
the foster’s acquisition 
the board has recommended a final dividend of 
695 us cents per share to be paid to shareholders 
on 17 august 2012 this brings the total dividend for 
the year to 91 us cents an increase of 10 us cents 
12 over the prior year
operational highlights
the year saw strong performance in most of our 
developing markets latin america and africa were 
particularly notable while south africa and asia 
pacific also generated significant profitable growth 
with the exception of europe all beverage divisions 
contributed to ebita growth
latin america produced ebita growth of 15 
14 on an organic constant currency basis 
lager volumes increased by 8 on an organic 
basis with soft drinks volumes growing 10 on 
the same basis strong revenue growth reflected 
a combination of higher volumes selective price 
increases and favourable mix though these were 
partly offset by higher commodity costs the region 
also benefited from manufacturing efficiencies 
castle lager
origin south africa
first brewed 1895
wwwsabcoza
first brewed in 1895 by founder brewer charles glass 
castle lager enjoys worldwide recognition as the beer 
that brings friends together dedicated to excellence 
it is brewed using the finest quality ingredients to provide 
an engaging taste that always invites another 
91 us cents
total dividend per share 
an increase of 12
sabmiller plc annual report 2012 7
overview business review governance financial statements shareholder information chairman’s statement continued
286m hl
total beverage volumes 
sold during the year
aud180m
cost savings identified 
in australian acquisition
in europe ebita declined by 6 9 on an 
organic constant currency basis while lager 
volumes fell by 1 on an organic basis poland and 
romania were particularly affected by discounting 
and poor consumer sentiment with ebita down 
in both countries other markets generally saw 
stronger financial performance with good growth 
in premium brands across the region ebita was 
affected by significant increases in raw material 
costs against this background our regional 
manufacturing project continued to deliver 
cost efficiencies
in north america ebita grew by 2 millercoors’ 
sales to wholesalers fell by 3 with sales to retailers 
down 2 as economic pressures continued to affect 
key consumer groups the tenth and blake crafts 
and imports division saw doubledigit growth the 
increase in ebita was mainly a result of revenue 
growth from pricing and favourable brand mix along 
with cost savings partly offset by higher raw material 
and distribution costs and investment in systems 
in africa lager volumes increased by 13 and 
soft drinks volumes by 11 on an organic basis 
ebita grew by 15 16 on an organic constant 
currency basis driven by volume growth 
pricing and mix benefits cost efficiencies and 
the raw material cost benefits of local agricultural 
programmes these were partly offset by higher 
sales and marketing investment inflationary 
pressures and currency weakness 
lager volumes in asia pacific increased by 4 on 
an organic basis with reported volumes significantly 
higher as a result of both the inclusion of foster’s 
since 16 december 2011 and acquisitions in china 
reported ebita grew by 247 mainly due to the 
addition of foster’s on an organic constant currency 
basis ebita grew by 30 with good growth in both 
china and india 
in south africa lager and soft drinks volumes 
both grew by 2 reported ebita was up by 9 
14 on a constant currency basis benefiting from 
favourable pricing and mix and with supply chain 
productivity offsetting the impact of higher raw 
material costs further reductions in operating costs 
enabled the business to fund higher marketfacing 
investments in support of its brands
continuing expansion
the year saw further progress in expanding 
our geographic footprint and brewing capacity 
consistent with our strategy of creating a balanced 
and attractive global spread of businesses 
the main advance was the acquisition of foster’s 
in australia with 11 breweries including cideries 
foster’s is a substantial business and our largest
ever acquisition by value 
the foster’s deal gives us a highly cashgenerative 
brewing business with a portfolio of iconic brands 
and a leading position in a stable and profitable 
beer market adding to its attractions are australia’s 
sound economic growth prospects and expanding 
population in addition the business provides 
opportunities for financial and operational 
improvement as we apply our global skills and the 
benefits of scale in areas such as procurement we 
have already identified aud180 million in operating 
profit synergies and a range of initiatives for boosting 
performance we welcome foster’s employees into 
the group and i thank them for their cooperation 
and hard work during the integration process
share price performance 
from 1 april 2009 to 24 may 2012 £ sterling
30
25
20
15
10
may 2012 apr 2009 oct 2009 apr 2010 oct 2010 oct 2011 apr 2011
international brewers index 534
ftse 100 353
sabmiller 1245
source factset and datastream as at 24 may 2012
note share prices are rebased to sabmiller the international brewers index charts the share price progression of an index 
of the companys closest peers in the global brewing industry – anheuserbusch inbev carlsberg heineken and molson 
coors relative to 1 april 2009 the index is weighted relative to the market capitalisation of the brewers as at 1 april 2009
8 sabmiller plc annual report 2012 us260m
investment in new 
capacity in africa
the year’s second major transaction was our 
strategic alliance with the turkish beer and soft 
drinks business anadolu efes under which we 
have transferred our russian and ukrainian beer 
businesses to anadolu efes in return for a 24 
stake in the enlarged anadolu efes group anadolu 
efes will now be the vehicle for both groups’ 
investments in turkey russia the commonwealth 
of independent states cis central asia and the 
middle east as well as leading the beer and soft 
drinks markets in turkey anadolu efes has strong 
positions in kazakhstan moldova and georgia 
all of which are developing fast in russia the 
combined business has a strong number two 
position and is benefiting from greater scale 
an attractive portfolio of brands and cost synergy 
opportunities amounting to at least us120 million 
the two partners will share best practice and 
anadolu efes will develop sabmiller’s international 
brands across the territory 
we have also developed our strategic alliance 
with castel in africa we are now responsible for the 
operational management of the nigerian businesses 
while castel has taken over the running of the 
angolan businesses
in china our cr snow joint venture continued 
its expansion with a number of bolton additions 
including the acquisition of the remaining interest 
in hangzhou xihu breweries from asahi breweries 
the moves further consolidate cr snow’s 
leading position 
along with widening our geographic footprint we 
have continued to invest in capacity in response  
to rising demand in africa we have already invested 
us1500 million in the continent over the last five 
years but such is africa’s rate of growth that 
demand continues to outstrip supply and we now 
need even more capacity we have consequently 
embarked on a us260 million programme to 
build a new brewery in uganda and add capacity 
in ghana zambia and tanzania the projects 
announced last year – the new brewery in nigeria 
and the major expansion in south sudan – are 
progressing well
in november 2011 we also announced a us295 
million capital investment programme to increase 
capacity and support future brewery expansion 
at our peruvian subsidiary 
as a result of this continued expansion we 
now have operations in over 75 countries on six 
continents with breweries in such farflung places 
as the gobi desert the high andes the banks of 
the nile and the tasman coast 
building a global leader
as one of the world’s largest and most respected 
brewers with strong positions in every region 
sabmiller has come a long way from its origins at 
the foot of africa on the eve of my retirement i am 
proud of the group’s achievements over the years 
looking back the trigger for our international 
growth was the recognition by the board of 
south african breweries as it was then that global 
consolidation was about to hit the worldwide beer 
business as it had done other consumer goods 
sectors such as food and soft drinks at this point  
in the late 1980s the beer industry largely consisted 
of local and regional businesses many still run by 
the founding families we saw an opportunity to 
lead the consolidation that we knew was coming 
and we took it
starting close to home in africa we began 
to acquire brewing assets – typically from 
governments wanting to privatise many had 
been neglected under public ownership so were 
relatively cheap to buy our strategy was then to 
establish market leadership and build local brands 
next we applied the rigorous operational disciplines 
learned in south africa to drive down costs 
achieve worldclass standards in our breweries 
and distribute our products more efficiently 
from a position of leadership we then sought 
to enhance the industry’s business practices 
market responsibly and initiate local social 
investment programmes 
 we’ve continued to expand our 
geographic footprint consistent 
with our strategy of creating a 
balanced and attractive global 
spread of businesses 
moving out from africa we began acquiring 
businesses in newly liberalised eastern europe 
and the vast emerging market of china as our 
growth continued we clearly needed access to 
further capital in 1999 therefore we took the 
major step of moving to london and listing on 
the london stock exchange further expansion 
followed in 2002 the addition of miller in the usa 
took us into the global beer industry’s biggest profit 
pool despite widespread scepticism that a brewer 
from south africa could succeed in the world’s 
most sophisticated consumer market we knew the 
move was necessary if sabmiller was to continue 
playing a decisive role in the industry’s 
consolidation and succeed we did 
kilimanjaro
origin tanzania
first brewed 1996
wwwkilitimetzcom
named after the iconic mountain and better known 
in its home market of tanzania as ‘kili’ this crisp mild 
easydrinking refreshing natural lager is light in colour 
with a slightly bitter taste 
sabmiller plc annual report 2012 9
overview business review governance financial statements shareholder information chairman’s statement continued
£790
return on £100 invested 
in sabmiller in 1999
 190
rolling annualised 
fiveyear total shareholder 
return since 1999
in the past decade we have added birra peroni in 
europe the bavaria group in latin america foster’s 
in australia and many other brewers and brands 
from the small and specialised to the panregional 
the decision to move out from south africa and 
to take on the world has succeeded beyond the 
expectations of those of us involved at the time
of course we cannot measure our success simply 
by the territory we cover as brewers we succeed 
by making beers that are the first choice of our 
consumers wherever they live and whatever 
their circumstances so as well as building our 
geographic portfolio and striving to be the best 
operationally we have had to develop our skills 
in creating marketing and nurturing great 
brands that add to our consumers’ enjoyment 
of life again we can claim to have succeeded 
 given that sabmiller’s success 
depends on flourishing local 
communities we aim to be a force 
for good in the societies in which 
we operate 
by running successful businesses we have also 
contributed to the social and economic wellbeing 
of the countries in which we operate we have 
always known that business and society are 
interdependent and that sabmiller’s growth 
depends on flourishing local communities so 
as well as creating jobs and paying taxes we have 
constantly sought to stimulate local enterprise and 
to work with governments ngos and others on 
issues of common concern such as water energy 
and food security we have also taken a lead in 
tackling the abuse of alcohol by small minorities 
of consumers in our various markets i’m proud 
to think that sabmiller has been a consistent force 
for good in its local communities 
our success in all these areas is reflected in 
the value we have created for our shareholders 
£100 invested in sabmiller in 1999 would have 
grown to £790 as at 31 march 2012 compared 
with just £200 if invested in our peer group median 
and just £144 if invested in the ftse 100 index 
over this period our rolling annualised fiveyear 
total shareholder return has been a remarkable 
190 compared with 19 for the ftse 100 index 
the group’s results both in the past year and 
longer term are testimony to the high calibre of 
our directors managers and employees they are 
undoubtedly among the best in the industry and 
i thank them all – along with our business partners 
– for the skills and dedication that have helped to 
establish such an enviable and sustained record 
an abiding lesson of my career is that beer is a 
personal business more than any other it’s about 
people friendship camaraderie and a sense of 
connection with fellow workers customers 
consumers and communities appropriately 
in an industry devoted to enjoyment my career 
at sabmiller has been tremendous fun and i’ve 
been privileged to work with a great many talented 
principled and remarkable people my current board 
colleagues among them while it would be invidious 
to single out individuals i must pay tribute to 
graham mackay who’s been instrumental in 
building the group we know today i leave 
with enormous gratitude for his friendship and 
support knowing that the business continues 
in excellent hands 
succession and board changes
my retirement will take effect at this year’s annual 
general meeting on 26 july 2012 at that point 
graham mackay will take over as executive 
chairman for an interim period of one year and 
alan clark currently managing director of sabmiller 
europe will become an executive director and 
chief operating officer at the end of the interim 
period the intention is that graham will become 
nonexecutive chairman and that alan will 
succeed him as chief executive 
we acknowledge the recommendation in the uk 
corporate governance code that a chief executive 
should not go on to be chairman of the same 
company and that the roles of chairman and chief 
executive should not be exercised by the same 
individual nevertheless after long deliberation  
we believe that these appointments are in the  
best interests of sabmiller and its shareholders 
in selecting my successor the board carefully 
considered the requirements of the job in the 
context of the group’s size and geographic spread 
we agreed that the new chairman must be able 
to provide stability and continuity must understand 
both the global brewing industry and the particular 
challenges of the emerging markets in which we 
operate must be familiar with our ways of working 
and able to enhance our corporate culture and 
operational performance and must be competent  
to oversee the completion of the business capability 
programme currently under way against these 
criteria the nomination committee concluded that 
graham mackay was the outstanding candidate 
10 sabmiller plc annual report 2012 this decision has the unanimous support of the 
directors and the strong backing of our two major 
shareholders and was made after discussions 
with major institutional investors graham is 
highly regarded in the industry and among our 
stakeholders and we firmly believe he’s the 
right person to lead the board and to represent 
sabmiller externally at the highest level
alan clark similarly is ideally qualified to succeed 
graham as chief executive and his appointment 
is unanimously supported by your directors his 
22 years with the group include positions as 
marketing director for the south african beer 
business and managing director of the group’s 
soft drinks operations in south africa in 2003 
he joined the group’s executive committee and 
was appointed managing director of sabmiller 
europe during his tenure he built this business 
into one of the group’s strongest and fastest
growing divisions recording successive years 
of doubledigit earnings growth between 2003 
and 2009 in the tough conditions of the last three 
years he has successfully protected the division’s 
profitability through cost management and 
operational improvements 
any individual stepping up from an operating role  
to the chief executive’s position in a global group 
will inevitably need time to absorb the complexities 
of the business this is particularly so in light of  
the group’s many external relationships and 
partnerships and the varied challenges it faces 
in different markets and regions around the world 
accordingly the board has decided that a staged 
handover of responsibilities will ensure appropriate 
continuity and best serve the interests of the group 
and its shareholders hence the oneyear interim 
period before the intended change of roles at the 
2013 annual general meeting 
 the senior management  
changes are consistent with the 
group’s longstanding policy of 
developing strong leaders within 
the business 
job specifications setting out the respective 
authorities and responsibilities of the executive 
chairman and chief operating officer have 
been agreed by the board and the directors are 
confident that graham and alan will continue to 
work effectively together during the transition 
and thereafter any risk of an overconcentration 
of decisionmaking powers in one person will be 
mitigated by the fact that john manser our senior 
independent nonexecutive director and chairman 
of the audit committee will in addition become 
deputy chairman of the board
alan’s successor as managing director of sabmiller 
europe will be sue clark who has been our director 
of corporate affairs and a member of the group 
executive committee since 2003 sue has a deep 
understanding of the group and its culture and 
the right mix of skills to take our european 
business forward
in december 2011 ari mervis was appointed 
managing director asia pacific and chief executive 
officer of foster’s with responsibility for integrating 
foster’s into the sabmiller group having been 
managing director of sabmiller asia since 2007  
ari continues his role as chairman of our chinese 
joint venture cr snow 
all these appointments are consistent with the 
group’s longstanding policy of developing strong 
leaders within the business having also appointed 
five new independent nonexecutive directors over 
the past four years we remain committed to our 
policy of progressively renewing the board and the 
independent directors in terms of age gender and 
balance of skills in line with that policy it is also  
the board’s intention now to begin the process 
of recruiting a new independent nonexecutive 
director with the expectation that in due course 
he or she could become the senior independent 
director in succession to mr manser
rob pieterse will retire after this year’s annual 
general meeting after four years as an independent 
nonexecutive director rob has been a diligent 
director and we are sorry to lose him – though we 
will still have the benefit of his wisdom in his capacity 
as chairman of the supervisory board of royal 
grolsch nv in the netherlands we are grateful for 
his contribution during his time at sabmiller and we 
wish him the very best for the future 
outlook
trading conditions are expected to be broadly 
unchanged with further growth in our developing 
markets but no more than modest improvements 
in consumer spending in some more developed 
economies we will continue to develop and 
differentiate our brand portfolios taking 
opportunities to improve sales mix and raise prices 
selectively unit input costs are expected to rise 
in midsingle digits in constant currency terms 
focus will be maintained on cost effectiveness 
including synergy delivery in australia and on 
expanding our globallymanaged procurement 
programmes while healthy cash generation will 
again be a priority targeted investments in 
production capacity marketing and sales capability 
and business systems will continue in order to drive 
mediumterm growth
meyer kahn
chairman
carlton dry
origin australia
first brewed 2007
wwwcarltondrycomau
carlton dry’s exceptional dry finish is achieved through a special 
brewing process removing sugars over an extended period of 
time this creates a remarkably smooth crisp finish with less 
carbohydrate than other fullstrength beers 
sabmiller plc annual report 2012 11
overview business review governance financial statements shareholder information