annual report
sabmiller plc annual report 2009 about sabmiller plc
overview
1 our performance
2 the group at a glance
business review
4 chairman’s statement
6 global beer market trends
7 chief executive’s review
12 operations review
12 latin america
16 europe
20 north america
24 africa and asia
28 south africa
32 chief financial officer’s review
38 sustainable development
governance
42 board of directors
44 executive committee
45 directors’ report
49 corporate governance
57 remuneration report
financial statements
66 statement of directors’
responsibilities on the consolidated
financial statements
67 independent auditors’ report to 
the members of sabmiller plc on
the consolidated financial statements
68 consolidated income statement
69 consolidated balance sheet
70 consolidated cash flow statement
71 consolidated statement of
recognised income and expense
72 notes to the consolidated financial
statements
142 statement of directors’
responsibilities on the company
financial statements
143 independent auditors’ report to 
the members of sabmiller plc on
the company financial statements
144 balance sheet of sabmiller plc
145 notes to the company financial
statements
154 fiveyear financial review
156 definitions
shareholder information
157 ordinary shareholding analyses
158 shareholders’ diary
159 administration
160 cautionary statement 
one of the world’s largest brewers sabmiller has brewing
interests and distribution agreements across six continents 
our wide portfolio of brands includes premium international
beers such as pilsner urquell peroni nastro azzurro miller
genuine draft and grolsch along with leading local brands
such as aguila castle miller lite snow and tyskie six of 
our brands are among the top 50 in the world we are also 
one of the world’s largest bottlers of cocacola products
for more information or to download our 
sustainable development report 2009 
please go to sabmillercom 
front cover photograph peroni nastro azzurro one of our leading international premium
brands with international volume growth of 17 our performance
sabmiller plc annual report 2009 our performance 1
overview business review governance financial statements shareholder information
1 following the inception of the millercoors joint venture on 1 july 2008 the group has revised its volume definitions further details of these revised definitions can be found in the definitions on page 156
2 ebita growth is shown on an organic constant currency basis
3 the millercoors joint venture is included at the group’s share in ebita and group revenue but is not included in revenue
4 group revenue includes the attributable share of associates’ and joint ventures’ revenue of us6599 million ie including millercoors’ revenue 2008 us2418 million
5 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 but 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
6 2009 final dividend subject to shareholder approval at the annual general meeting
7 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
8 net debt comprises gross debt including borrowings borrowingsrelated derivative financial instruments overdrafts and finance leases net of cash and cash equivalents excluding overdrafts 
an analysis of net debt is provided in note 27b to the consolidated financial statements
■
lager volumes up 2
1
to 210 million hectolitres hl lager volumes on an organic basis level
with prior year despite weakened consumer demand soft drinks volumes organic up 5
■
organic constant currency group revenue growth of 9 benefiting from strong pricing
■
ebita
2
up 5 reported ebita unchanged impacted by the strength of the us dollar 
– latin america delivers 11 ebita
2
growth despite slowing economies
– europe lager volumes organic level with prior year in either flat or declining markets 
ebita
2
down 5
– north america ebita
2
up 22 millercoors jv
3
cost synergies ahead of schedule
– africa and asia ebita
2
up 16 africa lager volumes organic up 5 china’s snow 
brand lager volumes up 19 to 60 million hl
– south africa lager volumes decline 2 ebita
2
down 8 on higher input costs
■
group maintains sound balance sheet with moderate leverage
05 07 08 06
group revenue
4
revenue
usm
group revenue
revenue 30000
25000
15000
20000
10000
5000
09 05 07 08 06
ebita
5
usm
5000
4000
3000
2000
1000
09 05 07 08 06
dividends per share
6
us cents
60
45
30
15
09
us25302m 2009
us23828m 2008
6
us18703m 2009
us21410m 2008
–13
profit before tax
us2958m 2009
us3264m 2008
–9
us4129m 2009
us4141m 2008
0
adjusted earnings
7
per share
us cents 1375 2009
us cents 1431 2008
–4
us cents 580 2009
us cents 580 2008
0
net debt
8
us8722m 2009
us9060m 2008
–4
group revenue
revenue the group at a glance
2 the group at a glance sabmiller plc annual report 2009
since listing on the london stock exchange 10 years ago we have grown
into a global operation developing a balanced and attractive portfolio of
businesses our markets range from developed economies such as the
usa to fastgrowing developing markets such as china and india
key facts
200
more than 200 brands
owned
210 million
total volume of lager sold
1
hectolitres
latin america
overview
■ our primary brewing and beverage
operations cover six countries across
south and central america these 
are colombia ecuador el salvador
honduras panama and peru
■ in each of these countries we are the
number one brewer by market share
■ we bottle soft drinks for the cocacola
company in el salvador and honduras
and for pepsico international in panama
■ our regional office is located in bogotá
colombia
key local brands
aguila atlas balboa barena club club
colombia costeña cristal cusqueña
golden light imperial pilsen pilsener
pilsen callao pilsen trujillo poker port
royal and salva vida
further facts
17
total number of breweries
3
16
total number of bottling plants
3
24793
total average number of employees
4
further information
turn to page 12 to
read our detailed
operations review
1 volumes are defined in the definitions section on page 156
2 excluding corporate costs
contribution to group ebita
2
 2009
europe 22
latin america 28
north america 14
africa and asia 15
south africa 21
north america
overview
■ millercoors is a joint venture with molson
coors brewing company formed in 2008
by bringing together the us and puerto
rico operations of both companies
■ it is the secondlargest brewer in the
united states with nearly 30 of the 
us beer market 
■ our brands are exported to mexico and
canada where some are also produced
under licence
■ millercoors will be headquartered in
chicago illinois from mid 2009
key local brands
blue moon coors banquet coors light
foster’s henry weinhard’s icehouse
keystone light killian’s leinenkugel’s
mgd64 mickey’s miller chill miller genuine
draft miller high life miller lite milwaukee’s
best molson canadian old english sparks
and steel reserve
further facts
millercoors operates eight major breweries
and as at 31 march 2009 had 8643
employees
further information
turn to page 20 to
read our detailed
operations review sabmiller plc annual report 2009 the group at a glance 3
europe
overview business review governance financial statements shareholder information
overview
■ our primary brewing operations cover 10
countries these are the czech republic
hungary italy poland romania russia
slovakia spain canary islands the
netherlands and ukraine
■ in the majority of these countries we are
the number one or two brewer by market
share
■ we also export significant volumes to 
a further eight european markets of which
the largest are the uk and germany
■ our regional office is located in zug
switzerland
key local brands
arany ászok dorada dreher gambrinus
grolsch kozel lech peroni peroni nastro
azzurro pilsner urquell radegast birell
šariš timisoreana topvar tropical tyskie
ursus zolotaya bochka and zubr
further facts
23
total number of breweries
3
15987
total average number of employees
4
further information
turn to page 16 to
read our detailed
operations review
africa and asia
overview
■ in africa our brewing and beverage
operations cover 14 countries with a further
19 covered through a strategic alliance with
the castel group we also have associated
undertakings in kenya and zimbabwe
■ in most of these countries we are the
number one brewer by market share
■ we bottle soft drinks for the cocacola
company in 20 of our african markets 
13 of which are through our alliance 
with castel
■ cr snow our partnership with china
resources enterprise limited is the
largest brewer in china while sabmiller
india is the secondlargest brewer in india 
■ we have an operation in vietnam a joint
venture in australia and export significant
volumes to south korea and taiwan
■ regional offices are located in
johannesburg and hong kong
key local brands
2m balimi bluetongue carling black label
castle lager castle milk stout chibuku
sorghum beer club club pilsner eagle
clear sorghum beer foster’s haywards
indus pride kilimanjaro knock out
laurentina maluti manica mosi ndovu
n’gola nile special raiz royal challenge
safari snow stone st louis tusker and
zorok
further facts
41
total number of breweries
3
14
total number of bottling plants
3
13841
total average number of employees
4
further information
turn to page 24 to
read our detailed
operations review
south africa
overview
■ the south african breweries is our original
brewing company and south africa’s
leading producer and distributor of
alcoholic and nonalcoholic beverages
■ we also export our brands for distribution
across namibia
■ our soft drinks division is south africa’s
leading producer of products for the
cocacola company
■ we also have hotel and gaming interests
through tsogo sun the largest hotel and
gaming group in south africa 
■ our regional office is located in
johannesburg
key local brands
brutal fruit carling black label castle
lager castle lite castle milk stout dreher
hansa marzen gold hansa pilsener redd’s 
sarita and skelter’s straight
further facts
7
total number of breweries
3
7
total number of bottling plants
3
12184
total average number of employees
4
further information
turn to page 28 to
read our detailed
operations review
3 the number of breweries and bottling plants relates to subsidiaries only except millercoors
4 see note 6 to the consolidated financial statements on page 87 the average number of employees relates to subsidiaries only except millercoors chairman’s statement
4 chairman’s statement sabmiller plc annual report 2009
dear shareholder
i am pleased to report another robust
performance from your company we all know
that things have been tough this year not
only did we face softening consumer demand
we also had to contend with an increase in
commodity costs and a strengthening us
dollar so it’s especially pleasing to have
delivered such creditable results
total beverage volumes grew 2 to 260 million
hectolitres with reported lager volumes also
rising 2 to 210 million hectolitres including
acquisitions in europe africa and asia
without the acquisitions lager volumes 
were level with the prior year
earnings before interest tax and 
amortisation ebita grew 5 on an organic
constant currency basis this underlying
profit growth is quite an achievement in these
challenging times and shows the operational
strengths of our businesses which we have
built over many years and the power of 
their leading local brands on a reported
basis however results were impacted by 
the strengthening of the us dollar against 
our major operating currencies reported
ebita at us4129 million was therefore 
flat and profit before tax decreased 9 
to us2958 million reflecting the impact 
of exceptional items and increased net
finance costs
despite ebita being level with the prior year
adjusted earnings per share in us dollars
declined by 4 on the prior year due to a
significant increase in net finance costs which
was partly offset by a lower effective tax rate
however in sterling terms earnings per share
gained 12 and 19 in south african rand 
we continued to invest in the business with
capital expenditure during the year totalling
some us2100 million and acquisitions a
further us300 million despite this very
significant investment net debt at the year
end was lower than the prior year and the
group remains financially strong
in view of this performance the board has
recommended a final dividend of 42 us
cents per share to be paid to shareholders
on 28 august 2009 this brings the total
dividend for the year to 58 us cents
unchanged from the prior year 
market overview
while certainly not immune to the current
crisis beer is a fairly resilient product and
sabmiller is better placed than many to
weather the storm thanks partly to our
long experience of emerging markets we are
used to operating under difficult conditions 
if we look back ten years to our london stock
market listing it is worth remembering that the
asian currency crisis at that time had shaken
investor confidence in emerging markets and
that the outlook was far from encouraging
nevertheless we prospered and grew and
achieved the international expansion that our
listing was intended to facilitate since our
london listing in 1999 we have moved from
88th to 17th place in the ftse 100 our
market capitalisation has grown from
us5503 million to us22415 million as at
31 march 2009 and total shareholder return
over the period stands at 204 compared
to minus 12 for the ftse 100
ten years on our geographic spread is
proving to be an advantage in that different
countries are affected by the crisis at different
rates and to differing degrees so while demand
in europe has dropped sharply countries in
emerging markets such as africa and asia
have fared relatively well despite falling back
from the high – one might say unsustainable
– rates of growth of recent years 
another of our advantages as our chief
executive explains more fully on pages 7 to 11
is a consistent and robust strategy effectively
implemented although the strategy continues
to evolve to take account of new conditions
its essential elements remain unchanged
we have continued for example to develop
our international portfolio of businesses 
the year’s highlight was the formation of 
the millercoors joint venture in the us
having started operations on 1 july 2008
millercoors is making good progress and is
more than meeting its costsaving targets
we are also judiciously expanding our
geographic footprint in other parts of the
world where it makes sense to do so in the
past year we’ve acquired one of the larger
breweries in the ukraine and a beer and 
malt operation in nigeria each marking our
first entry to the country in question in the
case of nigeria the move takes us into the
only major african market in which sabmiller
did not previously have a presence 
investment in existing markets has 
continued with the acquisition by our
associate cr snow of three breweries in 
the anhui liaoning and zhejiang provinces
of china we have also acquired the
remaining 50 interest in our vietnamese
brewing business and in may 2009 we
acquired the outstanding 281 minority
interest in our polish subsidiary kompania
piwowarska elsewhere we bought the
vladpivo brewing company in russia and
bere azuga in romania to strengthen our
positions in these countries we are also
building new brewing facilities in russia
tanzania mozambique and angola with 
a brewery recently completed in southern
sudan further investment has gone into
sales and marketing and assets such as
bottles and fridges 
with the bulk of these investments 
behind us we expect to reduce our 
capital expenditure from its peak of almost
us2100 million in the year just ended to
us1500 million in the current year to the
benefit of our cash flow we are also reaping
the benefits of steady investment in our
brands and the development of the beer
category as a whole even in countries badly
affected by the recession the brand equity
we’ve now created enables us to claim a
rising share of the total alcohol market while
also in many cases growing our revenues 
this has been a good year for sabmiller in difficult economic
conditions we have drawn on our strengths addressed the
many opportunities in our markets and produced a creditable
set of results
meyer kahn chairman sabmiller plc annual report 2009 chairman’s statement 5
operational highlights
perhaps the most pleasing performance this
year was in north america where ebita
grew 22 the new leadership team at
millercoors has moved quickly to bring the
two businesses together and achieve the
cost savings we identified prior to the deal
in fact these savings are coming through
faster than expected the team has delivered
outstanding profit growth through strong
revenue management cost efficiencies 
and the vigorous execution of its strategy 
there were mixed performances in latin
america where organic lager volumes overall
grew by 1 a combination of cost reductions
strong pricing and a shift to premium
products has improved the margin and
achieved a 10 increase in reported ebita
in europe the sharp deterioration in the
economy has squeezed consumer spending
nevertheless we maintained our lager
volumes on an organic basis and gained
share in some of our markets after several
years of double digit growth however
reported ebita in europe showed a small 
fall of 1 
africa performed extremely well growing
total beverage volumes by around 10
organically with notable performances from
tanzania and angola sales in botswana
however were severely affected by the
introduction of a new levy on alcohol
in asia lager volume growth at cr snow 
in china slowed to 4 organically through 
a combination of the weaker economy the
poor weather at the start of the year and the
earthquake in sichuan an important province
for the business india with its difficult regulatory
environment saw volumes increasing by
5 for reporting purposes we continue to
combine the results for africa and asia on
a joint basis reported ebita was up 13 
finally volumes in south africa were slightly
down on the previous year and the weaker
currency exacerbated increases in commodity
costs despite some strong pricing across
lager and soft drinks both margin and profits
suffered with reported ebita down 26
sustainable development
whatever the conditions we will not
compromise our commitment to operating
more sustainably and benefiting the
communities in which we work among 
other initiatives this year we’ve committed
ourselves to reducing further the amount 
of water we use per litre of lager by 25 
over the next six years and to cutting fossil
fuel emissions per litre of lager by 50 by 
2020 to foster local enterprise in emerging
markets we have plans to raise the number
of local farmers from whom we buy our 
raw materials from 22000 at present to
60000 by 2012 
the past year has also seen the launch of our
talkingalcoholcom website which provides
accurate and balanced information about
responsible consumption while the vast
majority of our customers enjoy alcohol
responsibly the small minority of irresponsible
drinkers can cause problems and we’re
working with partners to address the issue 
more details of these and other sustainable
development initiatives can be found on
pages 38 to 41 of this report 
board and executive
we were delighted this year to welcome
norman adami back to the group as
managing director and chairman of sab ltd
in south africa formerly president and ceo
of sabmiller americas norman was obliged
to resign in 2007 to attend to urgent family
matters in south africa with these issues
now resolved he is able to return to a role 
he last held in 2003 
norman’s predecessor in south africa 
tony van kralingen has been appointed
director of supply chain and human
resources for the sabmiller group his new 
role emphasises our determination to gain
maximum value from our global scale 
our former human resources director
johann nel has retired from the group
johann has made an exceptional
contribution over the last seven years 
and he leaves with our gratitude and 
very best wishes
among our nonexecutives we are sorry that
maria ramos has had to step down at the
request of the south african banking regulator
following her appointment as chief executive
of absa although she was only with us for a
few months we greatly valued her contribution 
with effect from 1 june 2009 dr dambisa
moyo has been appointed as a new non
executive director dambisa is an economist
and commentator on africa who has held
positions at goldman sachs and the world
bank and she will add much value to our
deliberations her appointment will also enhance
the balance between the independent and
the nonindependent directors on the board
in addition to thanking all those who have
served on our board this year i must also
express my gratitude to our executives
managers and staff who have shown
tremendous dedication and skill in challenging
circumstances we are grateful too to our
business partners and to you our shareholders
for your support during the year 
outlook 
in summary the group delivered resilient
underlying results despite the strong
headwinds that we faced global economic
conditions and consumer demand weakened
during the year and there remains little
visibility as to the timing of any recovery 
in the current year we expect commodity
cost pressures to continue given existing
contractual arrangements in addition the
currency translation effect of the stronger 
us dollar will impact our reported results
however the group remains confident in 
its mediumterm prospects we are taking
appropriate shortterm mitigating actions in
certain countries to reduce costs investment
plans have been reviewed and curtailed
where necessary in the light of expected
economic conditions but we continue to
invest selectively to support growth the
group remains in a strong financial position
and we are confident that we will continue 
to benefit from the strength of our brands
and our globally diversified and well balanced
portfolio of businesses
meyer kahn chairman
overview business review governance financial statements shareholder information
share price 1 april 2004 to 31 march 2009
£ sterling
15
11
13
9
7
sabmiller international brewers index ftse 100
source thomson datastream
04 05 06 07 08 09 02 10 06 08 04
alcohol category growth

100
80
60
40
20
12
beer share of alcohol trends in major 
emerging markets
source datamonitor
wine
spirits
beer
global beer market trends
6 global beer market trends sabmiller plc annual report 2009
global growth trends in alcohol
during the past five years on a pure 
alcoholequivalent basis beer has increased
its share of total alcohol consumption by
more than 200 basis points bps to 411 
in 2008 the trend slowed somewhat and
beer’s yearonyear share of total alcohol
consumption remained flat in emerging
markets beer has generally shown higher
growth than other alcohol categories as
consumers gradually switch from local
generally highalcohol subsistence products
towards attractively packaged higherquality
commercially produced beer 
in south and central america beer’s share 
of total alcohol consumption is now 515
with increases in colombia partly offset 
by recent declines in mexico and brazil 
in eastern europe beer has been gaining
share from spirits for some time and now
accounts for 480 of alcohol consumption
the past five years have also seen consistent
gains in africa and asia where beer’s share 
of commercially produced alcohol now
stands at 490 and 328 respectively –
thanks partly to a greater emphasis on
quality and accessibility
in more mature markets a wider variety of
alcohol products compete in a sophisticated
marketing and retail environment in north
america beer has been losing share as
spirits have benefited from more extensive
marketing and greater availability in certain
states that said beer’s share stabilised 
at 563 during 2008 as the economy
slowed and brewers introduced innovative
products new packs and marketing
initiatives in western europe where beer
now claims 368 the wine category has
increased its share as lowercost offerings
have become more widely available
beer growth trends
over the past five years the beer category
has maintained a compound annual growth
rate cagr of 48 globally
during this period eastern europe saw 
a high singledigit cagr as personal
disposable incomes increased in western
europe the prevalence of competitive
categories and a shift in beer consumption
away from onpremise outlets meant that
cagr was negative more recently
consumer spending in eastern europe 
has also slowed – an indication along with
already high per capita consumption that 
the beer category is maturing 
central and south america grew at a cagr
of 63 over the period while north america
had modest growth at a 05 cagr africa
shows strong levels of growth with a fiveyear
cagr of 64 asia’s growth in beer over
the past five years remains the highest of any
region averaging 84 china in particular
has seen growth in beer averaging 107 
per year fuelled by the growing economy
and the increasing availability of beer
looking forward there is a significant
opportunity for the beer category to grow 
at the expense of noncommercial forms 
of alcohol particularly in latin america 
africa and asia in africa per capita
levels are still relatively low but accelerating
and local players are expanding their
portfolios in all segments asia in general 
is seeing rising incomes and higher levels 
of beer consumption in parts of latin
america efforts by brewers to transform 
the beer category should boost per 
capita consumption
beer segment trends
over the past five years the beer industry
has seen a trend towards consumers trading
up to more expensive beers as a result
premium beer has gained more than 40 bps
and now constitutes 179 of total beer
sales for mainstream beer consumers
particularly in emerging markets the most
common tradeup proposition is to attractive
local premium brands
in markets such as north america and
western europe premium beer’s share 
of total sales is already well above the 
global average on the other hand
premium’s share of 101 in central 
and south america and 30 in africa 
shows the significant opportunity that still
exists for premium beer sales in these regions
there is sizeable potential in colombia and
brazil where premium beers respectively
claim 37 and 56 of total sales
the trend towards premium beer
consumption has slowed somewhat in 
the recent economic downturn however
downtrading is limited and there are 
notable instances of consumers continuing
to trade up both into beer and within the
category into premium products
industry consolidation trends
over the past decade the beer industry has
seen significant consolidation and this trend
continued during 2008 on a pro forma
basis beer sales by the top 10 players now
total approximately 65 of total global sales
compared to less than 40 at the start of
the century 
in recent major developments the division 
of scottish and newcastle’s business
between carlsberg and heineken was
completed during the first half of 2008 
while inbev acquired anheuserbusch 
in november 2008
sabmiller and molson coors combined 
their operations in the usa and puerto rico
to form the new millercoors brewing joint
venture from 1 july 2008
segment mix within the global beer 
category as at september 2008
beer segment trends
economy
premium
mainstream
13
18
69
source canadean
beer growth trends

8
10
6
4
2
five year beer compound annual growth
rate cagr by region – 2003 to 2008
source canadean
world
   north america
western europe
eastern europe
central  south america
africa
asia
australasia chief executive’s review
sabmiller plc annual report 2009 chief executive’s review 7
sabmiller has once again delivered good
results against a challenging background
we have reaped the benefits of a clear
consistent strategy and operational 
strengths built up over many years 
in the face of weakening consumer demand
we have maintained likeforlike lager
volumes and lifted group revenue by 9 
on an organic constant currency basis while
also winning share in many markets through
strong pricing and cost management we
have raised our underlying ebita by 5
on an organic constant currency basis
capitalising on our strong local brands and
efficient operating practices however the
strengthening of the us dollar against our
major operating currencies led to a reported
ebita of us4129 million the same level
as the prior year
we measure our progress against a range 
of key performance indicators some of the
most important are listed in the table on the
following page along with our performance 
in each case the chief financial officer
discusses our progress against these kpis 
in more detail on pages 32 to 37 
a challenging year
i stated in last year’s report that the coming
12 months would be difficult given that 
our growth over the previous two years had
been almost double our normal expectations 
we knew it would be hard to maintain the
trajectory – particularly with the growing
economic pressures on consumers we
knew too that rising commodity prices
would lead to sharp increases in the cost 
of brewing materials 
despite these challenges we were able to
deliver a creditable set of results this can be
attributed both to the resilience of the beer
category and to sabmiller’s strengths within
it beer as a whole continues to take a rising
share of the alcohol market in emerging
economies we ourselves have benefited
from our diverse spread of businesses our
strong market positions a portfolio of leading
local beers with strong brand equities 
and our focus on operational discipline 
and excellent sales and marketing
review of operations
in latin america efforts of recent years 
to raise the appeal of beer as a category 
to build our brands and brand portfolios and
to enhance our sales activities have resulted
in beer taking a rising share of the alcohol
market in peru and ecuador a favourable
trading environment and good market
execution boosted lager volumes in both
these markets but the economic slowdown
impacted sales in colombia and central
america as a result organic lager volumes
for the region grew by 1 overall with
continued robust pricing and greater
productivity offsetting higher commodity
costs the region’s ebita margin improved 
by 100 bps and ebita grew by 11 on an
organic constant currency basis
in europe organic lager volumes were in 
line with last year as economic conditions
deteriorated sharply in the second half
putting pressure on consumers’ disposable
income against this background the group
achieved good market share gains in poland
romania and the uk with strong momentum
behind key brands revenue per hectolitre
was up 6 but strong pricing and increased
efficiencies did not entirely offset higher input
costs as a result reported ebita declined
by 1 and organic constant currency ebita
fell 5 in view of the economic downturn
the european operation has restructured
some of its businesses to cut costs 
profits grew strongly in north america
with a good earnings contribution from 
miller brewing company in the first quarter
and a strong financial performance from 
the millercoors joint venture since it started
operations on 1 july 2008 ebita grew 22
for the full year assisted by robust pricing 
and the synergies resulting from rapid early
integration of the businesses domestic sales
to retailers were down slightly for the nine
months’ trading as millercoors however 
overview business review governance financial statements shareholder information
graham mackay chief executive
the year’s results demonstrate the value of our diverse spread
of businesses our strong market positions the strength of our
brand portfolios and our focus on operational excellence  chief executive’s review continued
8 chief executive’s review sabmiller plc annual report 2009
the trend returned to growth in the final
quarter led by improved performances from
coors light miller lite and miller high life
and continued strong growth in mgd 64
keystone light blue moon and peroni
nastro azzurro 
in africa our strategy of broadening our
brand portfolio with premium and affordable
offerings contributed to a 10 growth in
organic volumes tanzania increased its 
lager volumes by 4 with strong growth in
the eagle brand in angola both soft drinks
and lager performed well after significant
investment in new capacity mozambique’s
lager volumes were marginally ahead of last
year’s in botswana the introduction of a
30 levy on alcohol in november 2008
resulted in an 8 decline in lager volumes 
for the full year a major capital expenditure
programme continues in africa with a
brewery in southern sudan recently
completed and three further breweries
scheduled to open in the current year 
in asia lager volumes increased by 4
organically in china the snow brand now
one of the largest beer brands in the world 
by volume enjoyed strong growth of 19
although margins in china remain slender
we’re pleased that the price increases put
through at the end of the prior year seem 
to be holding volumes in india grew by 
5 despite continued regulatory issues
particularly in the key market of andhra
pradesh ebita for africa and asia 
combined grew by 16 on an organic
constant currency basis 
in south africa lager volumes were 
2 down on the prior year as consumer
spending weakened sales were hit by new
provincial legislation in the western cape 
and the highselling easter period fell later 
in the calendar year revenue growth of
11 on a constant currency basis reflected
strong pricing in both lager and soft drinks
however this was not enough to offset
higher input costs and ebita margin
consequently declined in a competitive
our strategic priorities key performance indicators
we focus on four strategic priorities relating respectively to 
our global spread of businesses our brand portfolios within
each market the performance of our local operations and 
the possibilities inherent in our global scale key performance
indicators monitor our progress in each case
creating a balanced and
attractive global spread 
of businesses
our geographical spread of operations
enables us to capture growth in total
volumes in the developing markets and
value growth as consumers around the
world trade upwards from economy to
mainstream and from mainstream to
premium brands
organic lager volume growth
0 2009
group revenue growth
organic constant currency
9 2009
developing strong relevant
brand portfolios in the local
market 
our aim is to develop an attractive brand
portfolio that meets consumers’ needs in
each of our markets in many markets
because the growth is fastest at the top
end we’ve been focusing on our local
premium brands such as cusqueña in peru
growth in peruvian premium 
brand cusqueña volumes
59 2009
growth in premium volume 
in our latin american business
27 2009
constantly raising the
performance of local
businesses
good operational performance has
always been an sabmiller strength 
while operational standards are 
already high we are continually striving 
to push them higher as evidenced by
growing ebita on an organic constant
currency basis
ebita margin was impacted by rising
input costs which exceeded group
revenue growth and cost efficiencies 
ebita growth 
organic constant currency
5 2009
group ebita margin
163 2009
leveraging our global scale
we are leveraging our global scale to 
grow the business our business platform
enables us for example to distribute 
our international premium brands and
build our regional brands in addition 
we are using our scale to transfer skills
methods and our operational performance
and efficiency
group revenue cagr for 
the last three years
14 2009
international growth of peroni 
nastro azzurro volumes
17 2009 sabmiller plc annual report 2009 chief executive’s review 9
environment we launched two new 
premium lager brands and a premium
dry appleflavoured lager and intensified 
our sales and marketing constant currency
ebita fell 8 with reported ebita down
26 – the difference due to the weakening
rand exchange rate against the dollar
strategic priorities
our performance in a difficult year underlines
the continuing relevance and success of our
four strategic priorities 
the first the creation of a balanced and
attractive spread of businesses which now
extends across 75 countries on six continents
has served us well in that not all markets
have suffered from the economic crisis at 
the same time or to the same extent and 
not only are we widely spread we’re deeply
rooted in more than 80 of the countries
where we have a brewing presence our
businesses are number one or number 
two in the market 
our business portfolio gives us good
representation in emerging markets where
beer growth rates are projected to outstrip
the global average of 3 there are sound
reasons for these forecasts
with populations still growing the
demographics in developing countries are 
in our favour disposable incomes are likely
to keep rising and consumers continue to
shift from informal or homebrewed alcohol
which represents some 50 of global
consumption to commercially produced
alcohol as beer is the most affordable
and moderate commercial alternative to
local subsistence alcohol it tends to be
the first choice over higher priced spirits
and is therefore gaining share within the
total alcohol market indeed if africa’s
per capita consumption of commercial
beer were to match that of south africa
the african beer market would be nine
times bigger than it is today
 compound annual growth rates as forecast 
by plato logic january 2009
while our global weighting towards emerging
markets offers strong potential for the
medium term we also benefit from our bias
in the developed world towards markets
where there’s opportunity to increase our
share in terms of value one example is the
usa which is the world’s biggest profit pool
for the beer industry 
after building a global portfolio of businesses
our second strategic priority is to develop
strong relevant brand portfolios within 
each market with over 200 brands at our
disposal our ability to cover all price points
and consumer needs from economy to
premium beers allows us to benefit whichever
way the market moves as consumers in
recent years have aspired to move up the
price scale we’ve met their demand for local
and international premium brands but we
also benefit from our strong presence in 
the mainstream segment where sabmiller
brands are typically number one or two in 
the market the mainstream segment is
generally where the greatest profits lie and
we’ve invested heavily in recent years to
build and maintain our leadership there 
in poland for example we’ve built the
regional tyskie brand into the country’s
leading national mainstream beer and 
the most profitable brand in the country
in romania we’ve carefully nurtured the
strong local heritage of timisoreana to lead
the mainstream there in south africa we’ve
upgraded the image of the entire mainstream
category by introducing 430 million restyled
returnable bottles to the benefit of brands
such as castle and hansa pilsener with
these and other investments some of 
which are described on pages 12 to 31
we’re rejuvenating our mainstream offerings
around the world 
nor are we neglecting the economy
segment in africa we’re increasing the 
use of locally grown crops such as sorghum 
and cassava to produce affordable brands
along the lines of the highly successful eagle
in so doing we’re both capturing the trend
from homebrewed beers to more aspirational
commercial brands and providing economic
opportunities for local farmers in the quest
for affordability we’re also introducing smaller
bottle sizes as with the aguila brand in
colombia and making draught beers more
available in countries such as mozambique
and botswana
our investments over many years are proving
their value in the powerful equity that many 
of our local brands now enjoy in countries
such as poland romania peru the uk and
uganda we’ve been able to increase prices
and still gain market share 
19
growth of the snow brand in china
maintaining full brand portfolios in so many
different markets is not easy and we believe
we have an industryleading capability in this
area that said we still have more to learn
through the framework and processes set
out in the sabmiller marketing way and 
now being rolled out across the group 
we’re continuing to identify the tastes and
preferences of consumer segments and to
align our portfolios with the growth
opportunities in each market
priority number three is to keep raising 
the operational performance of our local
businesses this is an area of focus for 
our local management and has helped
sabmiller to maintain its position as a 
lowcost operator as a consequence 
we have not felt it necessary in the recent
past to launch largescale oneoff cost
cutting programmes 
nevertheless given the economic
challenges we’re looking hard at all 
our costs with a view to making further
overview business review governance financial statements shareholder information
we benefit from a balanced and attractive spread of businesses
spanning 75 countries on six continents at the same time
we’re seeking to develop strong relevant brand portfolios to
meet the needs of consumers within each market chief executive’s review continued
10 chief executive’s review sabmiller plc annual report 2009
principal risks
the principal risks facing the group which have been considered by the board are detailed below 
the group’s well developed risk management process is detailed in the corporate governance section
and our financial risks are discussed in the chief financial officer’s review and in note 22 to the
consolidated financial statements
risk description
the global brewing industry is expected to continue to consolidate
participation in industry consolidation provides opportunities to
enter growth markets and to create value from scale benefits
including applying the group’s best operating practices there is a
risk that failure to participate in attractive valueadding transactions
may inhibit our ability to grow and exploit scale benefits there is
also a risk that expected benefits from participating in consolidation
and integrating acquisitions may not be captured or may be
inadequate or that we may not fully leverage our scale across
business operations
our expertise in marketing together with our strong and growing
brand portfolios position us well to benefit from changing consumer
preferences in both developed and developing markets however
markets continue to evolve and competitor activity is increasing
should the group fail to ensure the relevance and attractiveness 
of its brands and continuously improve its marketing and related
sales capability there is the risk that opportunities for profitable
growth may not be realised
the group now operates on six continents and it is essential to
develop and retain a global management capability our global
growth potential could be jeopardised should we fail to develop
and maintain a sufficient cadre of talented management or to
capture shared learnings and leverage expertise through effective
management practices
in many countries debates continue over the need for regulatory
constraints and restrictions on alcohol products taxes and duties
there is a risk that regulatory authorities when making impositions
on beer do not recognise the positive contribution of our
businesses and effective ways of addressing health and social
concerns in affected countries our ability to grow profitably and
contribute to our local communities could be adversely affected
the supply of and demand for certain brewing and packaging raw
materials have been out of balance during recent years which has
led to supply shortages and price volatility of key raw material
inputs supply pressures have now eased and prices have fallen
but should the group fail to ensure an adequate supply of brewing
and packaging raw materials at competitive prices there is the risk
that margins could fall
the global economy is facing a widespread recession with gdp
projected to fall in 2009 consumer demand has softened in many
countries in which we operate and in some of these countries
currency weakness has exacerbated the reduction the availability
of funding in the capital markets is less predictable and more
expensive we are responding to the changed conditions but
given the uncertainties in the global economic outlook there 
is a risk that our plans and responses may not be adequate
mitigation
■ our existing portfolio of businesses which spans six continents
gives the group access to growth markets and already provides
scale benefits
■ potential transactions are subject to rigorous analysis to assess
potential to create value
■ application of proven integration processes and procedures 
are applied to deliver expected returns
■ programmes to leverage scale including in areas such as
procurement are continuously being enhanced
■ ongoing focus on building our marketing and sales 
capabilities through continued rollout and enhancement 
of the marketing way
■ continually ensuring that our brand equities are strong 
and fresh through compelling marketing programmes 
and relevant innovation
■ consistent evaluation of our brand portfolios in every 
market ensuring that they adequately cover current 
and future growth opportunities
■ well developed global strategic people resourcing and 
talent management processes 
■ a strong culture of accountability empowerment and 
personal development
■ standardisation of key processes and best practices across 
the group through the roll out of the sabmiller ways
■ rigorous adherence to the principle of self regulation 
backed by appropriate policies and management review
■ engagement with government and thought leaders on 
alcoholrelated issues
■ investment to expand positively the economic impact of 
our businesses in local communities in partnership with
governments and ngos
■ contractual agreements with suppliers covering multiple 
time horizons combined with an active hedging programme
■ programmes to support development of local sourcing for
certain key commodities such as barley in africa india and
latin america
■ preparation of contingency plans based on various scenarios
■ actions to restructure operations in certain countries to reflect the
current and expected deterioration in local economic conditions
■ maintaining and extending our local industry leadership positions
through appropriate investments in our brands a focus on local
execution and development of commercial capability
■ increased focus on cash flow management sabmiller plc annual report 2009 chief executive’s review 11
incremental cuts to meet local circumstances
we’re reexamining all capital expenditure
and applying stringent criteria that reflect
the risks and opportunities in each country
we have also restructured a number of our
businesses particularly in latin america and
europe in poland for example one depot
and two packaging lines at the recently
acquired browar belgia have been closed
and 100 job losses announced in the
czech republic we are shedding 150 jobs
to improve productivity
in north america the integration of
millercoors’ business processes and
systems will streamline costs and make for
faster decision making the project to have
every coors and miller brand produced at all
breweries across the combined network is
also proceeding well with more than 60 of
the planned production relocations completed
in the financial year through these and other
projects the company expects to realise
us128 million in synergies by 30 june 2009
exceeding its original goal of us50 million
for the first 12 months of operations the
overall target well within reach is a per
annum saving of us500 million by the 
third year of operation
as well as restructuring and saving costs
we’re honing our skills in dealing with the
retail trade – another discipline where we
believe we can differentiate ourselves 
from the competition and gain competitive
advantage as the retail sector evolves and
becomes more complex and demanding
we’re developing new and better ways to 
get the right products to the right outlets
down the right channels – and doing so 
from an advantageous position thanks 
to the strength of our brands among 
our consumers 
here again the sabmiller marketing way
and other global initiatives are improving 
our performance and helping to spread
best practice across the group our success
in ecuador see page 15 shows how we’ve
raised the game by rethinking our distribution
strategy and effectively implementing a
new model
the fourth of our strategic priorities is to 
gain maximum value from our global scale 
by efficiently transferring skills and proven
ways of working throughout the organisation
among other projects we’re examining best
practice in respect of back office processes
and looking to reduce costs through shared
services the process is already under way at
the regional level and we intend to implement
it globally in due course we’re also moving
towards a more centralised procurement
function to make our sourcing and supply
chain more efficient 
while the application of these four strategic
priorities has delivered excellent financial
results over the last few years we continue
to refine them as circumstances change 
we have for example been working on
a series of initiatives to sharpen our focus
and capabilities in the commercial area
and will roll these out in the coming year
addressing risks
the current economic crisis makes it even
more important to keep scrutinising the 
risks facing the business we know that risks
present opportunities as well as threats and
we aim to maximise the former and minimise
the latter in a way that generates the best
return for our shareholders working to a 
well developed risk management process
see page 55 we continue to identify and
monitor the principal risks to the business
and deal with them appropriately the main
operational risks we face are summarised
opposite while financial risks are discussed
on pages 37 and 105 to 111 
looking ahead
despite the immediate challenges our
mediumterm prospects remain strong 
while there is little we can do to influence the
macroeconomic environment at the present
time there is much that remains within our
control – not least to keep building our local
brands to develop the beer category and to
increase the share of beer within the alcohol
market in developing countries sabmiller’s
long experience and inbuilt resilience provide
strong grounds for confidence in the testing
year we undoubtedly face 
graham mackay chief executive
overview business review governance financial statements shareholder information
we continue consistently and relentlessly to tighten our
efficiency and raise the performance of each local business
we also seek to gain maximum value from our global scale 
by transferring skills and proven ways of working across 
the organisation operations review
12 operations review sabmiller plc annual report 2009
latin
america sabmiller plc annual report 2009 operations review 13
the gold of the incas
when the peruvian brewer backus
joined the sabmiller group as part
of the 2005 bavaria transaction the
company’s brands were mostly in
the crowded mainstream segment
the portfolio lacked a distinctive
local premium beer
research showed that of all the
brands in the backus portfolio 
the one with the most potential 
for a premium positioning was
cusqueña the reason was 
partly its exotic origins in cusco
capital of the incas and partly 
its international cachet cusqueña
was and is exported to the 
usa and uk under the banner
‘the gold of the incas’ 
but cusqueña at the time barely
warranted a premium ranking
although the nonreturnable bottle
sold at a premium in lima most of
cusqueña’s sales were mainstream
priced and limited to its home
territory in the south of the country
its bottles were old and scuffed
and the original recipe had been
compromised to save costs 
relaunching cusqueña as a
national premium beer meant 
first upgrading the product the
business reinstated the original
recipe and installed new water
treatment plants to guarantee the
purity of the andean water used 
in the product it also created 
an innovative engraved bottle
depicting the precisely carved
interlocking stones of an inca
temple – the message being 
that ‘the magic is in the details’ 
the marketing too was innovative
although premium the relaunched
cusqueña is positioned as a beer
for anyone who wants to celebrate
initially adopted by higher socio
economic groups it has started 
to be enjoyed by consumers at 
all social levels as distribution has
extended to nonpremium outlets
and availability has increased
now the first or second choice 
of over 80 of consumers
cusqueña has emphatically
claimed the national premium
segment as its own
latin america’s initiatives to develop
increasingly differentiated brand portfolios
and to enhance sales activities resulted in a
rising share of beer within the alcohol market
our brands demonstrated resilience in tough
consumer and economic environments in
colombia and central america while
favourable trading conditions and improved
market execution in peru and ecuador
boosted lager volume performance
continued robust pricing and productivity
enhancements offset increased commodity
costs resulting in an improvement in ebita
margin of 100 bps and ebita growth of 
10 the brisa water brand in colombia 
and the soft drinks bottling operations 
in bolivia were sold realising a profit of
us89 million reduced capital expenditure
across the region improved cash generation
in response to economic conditions the
region embarked on a number of
restructuring programmes during the year 
following several years of strong growth
lager volumes in colombia declined 6
reflecting the economic recession in the
country high interest rates and depressed
consumer spending gdp growth for the
quarter to december 2008 slowed sharply 
to 07 from 76 in 2007 national retail
sales fell by 4 and industrial output fell 
by 13 in february versus the prior year
despite the volume decline we gained 
share of the alcohol market throughout the
year with march reaching a record high of
68 up 400 bps on the prior year poker
pilsen and aguila light all recorded healthy
growth the aguila brand benefited from 
the introduction of the 225ml bottle in 
the northern part of the country premium
volumes grew by 12 driven by 10 
growth of club colombia and a strong
performance by redd’s following its launch 
in late 2007 marketing expenditure declined
following several years of significant brand
renovations and launches while strong
pricing beneficial mix and cost productivity
improved ebita margin 
in peru lager volumes grew 9 despite 
a slowdown in the fourth quarter market
share ended the fourth quarter 400 bps
ahead of the prior year due to the successful
positioning of pilsen trujillo as a national
overview business review governance financial statements shareholder information
financial summary
group revenue
1
usm ebita
2
usm ebita margin 
5495 2009 1173 2009 214 2009
5251 2008 1071 2008 204 2008
5 10
sales volumes
3
hl 000
lager soft drinks soft drinks organic
37138 2009 18509 2009 18509 2009
36846 2008 18484 2008 18140 2008
1 0 2
1 including share of associates
2 in 2009 before net exceptional credits of us45 million 2008 net exceptional charges of us61 million being profits on disposal 
of the colombian water business and the bolivian soft drinks operations of us89 million net of integration and restructuring costs 
of us31 million and a us13 million charge in respect of litigation
3 volume figures have been restated for the prior period following the revision of the group’s volume definitions further details are
provided in the chief financial officer’s review on page 32
key focus areas
■ further enhance the beer category’s
appeal across consumer segments 
and occasions 
■ increase share of alcohol capitalising
on well differentiated brand portfolios 
■ optimise and extend distribution
network and sales reach 
■ pursue operational excellence 
and efficiency in our businesses
optimising resources and costs  operations review latin america continued
14 operations review sabmiller plc annual report 2009
59
volume growth of cusqueña 
in peru
37
growth of nonalcoholic malt
beverages in panama
economy brand our premium brand
cusqueña also performed well with volume
growth of 59 and market share growth of
280 bps a price increase introduced across
most of our brands in march 2009 reflects
the strength of our lager portfolio in a very
competitive market while an earlier 9
increase on pilsen trujillo followed our
competitive success in the economy
segment we launched a new brand quara
in march 2009 aimed at female consumers
but with potential appeal to all consumer
segments the second half of the year
benefited from improved route to market 
and direct store delivery 
our ecuador business continued to perform
well benefiting from brand renovation
improved route to market and sales
execution investment in refrigeration and 
the introduction of national pricing these
improvements together with greater
disposable income following two increases 
in the national minimum wage grew lager
volumes by 14 in the premium segment
the club brand was repositioned as more
distinctly premium and the pack was
extended to include a new 550ml bottle
resulting in premium sector growth of over
100 for the year premium brands now
account for 8 of our portfolio the launch
of conquer a new mainstream brand in the
second half of the year had a promising start
the flagship mainstream brand pilsener
continued to perform well following its
renovation last year with growth of 13 
panama’s lager volumes were level with 
last year strong performance from balboa
following its relaunch in 2008 and our 
super premium brands offset the softer
performance of atlas price increases were
taken selectively on lager to offset increased
commodity costs soft drinks volumes grew
9 with sparkling soft drinks up 5 led 
by the schweppes brands and pet growth
while nonalcoholic malt beverages grew
37 supported by upgraded brand imagery
and the introduction of a new pet pack 
operations in honduras had a challenging
year with the us economic slowdown
malt drink brand continues to evolve 
colombia’s pony malta is a categoryleading nonalcoholic malt beverage competing
directly with carbonated soft drinks juices and dairy beverages
following the principles of sabmiller’s marketing way the colombian business continued 
the brand’s evolution in 2008 by positioning the product as a ‘natural balance between
nutrition and refreshment’ the challenge then was to differentiate the brand from rival
categories while appealing to audiences with different priorities – children and young people
who mainly drink it for refreshment and their mothers who value its nutritional properties
the resulting campaign mixed traditional advertising with pointofsale merchandising 
prize giveaways and multimedia promotions initiatives included the ‘pony futbol’ event
involving more than 25000 young footballers around the country
in the year to 31 march 2009 the brand increased its sales volumes by 34 having
consolidated its position as number two in colombia’s carbonated soft drink category 
after cocacola pony malta is well placed to continue growing  sabmiller plc annual report 2009 operations review 15
affecting remittances and local
unemployment rising to 28 disposable
income has been impacted particularly in 
the fourth quarter lager volumes were level
with prior year despite good growth in the
super premium segment which offset some
volume loss from our imperial brand lager
prices were increased on average by 8 
to help absorb commodity price increases
investment in refrigeration continued in the
second half embedding the cold beer culture
in the trade soft drinks volumes grew 3
driven by 7 growth in tropical the launch
of cocacola zero and new cocacola
multiserve pet packages price increases
on soft drinks offset marginally negative mix
driven by higher sales of nonreturnable
family packs 
in el salvador we relaunched the mainstream
pilsener brand with more attractive packaging
and a new 330ml returnable bottle despite
the success of the relaunch tight economic
conditions led to a decline in lager volumes
of 6 soft drinks volumes were level with
the prior year
our ecuador business continued to perform well with the 
help of renovated brands better sales execution investment 
in refrigeration streamlined distribution and the introduction 
of national pricing
streamlined distribution cuts prices 
and raises volumes
when sabmiller first entered ecuador
through its subsidiary cervecería nacional
one of its priorities was to streamline the
distribution system 
previously the company’s 120 independent
distributors collected their stock direct 
from the brewery and marked up the price 
to the retailer depending on transport 
costs the result was inconsistent pricing
that was often highest in the poorer more 
remote regions the company introduced
single national prices and streamlined 
its distribution under the new system
distributors no longer come to the brewery
to collect their orders instead a thirdparty
logistics company transports the beer to the
distributor’s warehouse while the distributor
concentrates on his own franchise area 
and meets specified service and efficiency
standards other improvements include the
introduction of carbonefficient vehicles 
and a cut in overall distances travelled 
all helping to reduce fossil fuel emissions
and save costs 
thanks to these and other improvements
sabmiller has met its pledge to bring down
the price of beer increase its penetration 
of rural areas and raise volumes having 
also carried out a detailed segmentation of
its 110000 customers cervecería nacional 
is in a much better position to deliver the
right brands and point of sale material to 
the right outlets by the most efficient route
overview business review governance financial statements shareholder information operations review continued
16 operations review sabmiller plc annual report 2009
europe sabmiller plc annual report 2009 operations review 17
miller brands bucks 
the market trend
in the past year total uk beer
sales have fallen by 6 with
premium lager brands seeing 
a 5 decline but while other
brewers are struggling to 
maintain market share miller
brands uk has seen good 
results across its portfolio 
believing that international
premium brands can still
command growth even in a
mature market the business has
chosen to position peroni nastro
azzurro and pilsner urquell at 
the top of the uk market and 
to back them with exciting 
and distinctive marketing the
strategy is working both brands
are bucking the market trend 
and the business as a whole 
has increased volumes by 20 
in the course of the year
the best performer has been
peroni nastro azzurro which
recorded an increase of almost
40 in sales volume with a
carefully nurtured brand image
firmly linked to italian style 
peroni nastro azzurro is appealing
to a broad range of consumers
many of them not traditional lager
drinkers this image is reinforced
through marketing activities 
such as miller brands’ recent
collaboration with fashion
designer antonio berardi
to maintain its exclusivity 
peroni nastro azzurro draught 
is available in only 3500 carefully
selected outlets bottled peroni
nastro azzurro the number one
premium packaged lager in uk
restaurants is also doing well 
not just through onpremise
outlets but through offpremise
retailers as well 
pilsner urquell – the original pilsner
from plzen – increased its sales by
over 20 as a brand it’s two or
three years behind peroni nastro
azzurro in its development and
miller brands again is focusing
draught sales on a few selected
premium outlets its forthcoming
sponsorship of the british open
golf tournament will further
enhance its reputation 
a third brand in the uk portfolio
miller genuine draft is also
showing growth especially 
in scotland where the brand
sponsors music venues in
edinburgh and glasgow
in europe reported lager volumes grew 
8 while organic lager volumes were level
with the prior year economic conditions
deteriorated sharply in most markets in the
second half which put pressure on consumer
spending and constrained beer volume
growth our competitive strength allowed 
us to gain volume share in poland romania
and the uk with strong momentum behind
key brands in the czech republic we
maintained our leadership position and
focused on growing value in this mature
market in russia poor summer weather 
and high distributor stocks adversely affected
volumes although recent trends are positive
organic constant currency revenue per
hectolitre grew 6 as we maintained 
strong pricing in most markets despite 
this significantly higher raw material and
distribution costs negatively impacted the
ebita margin marketing expenditure was
selectively reduced but fixed costs rose
particularly in support of growth in romania
and our new operations in russia reported
ebita declined 1 while on an organic
constant currency basis it declined 5
action has been taken to reduce the
european cost base by restructuring 
some businesses 
impairment charges of us392 million 
have been taken of which us42 million
relates to our investment in ukraine and
us350 million relates to our grolsch
acquisition in the netherlands 
in poland our organic volumes were up 3
in a market which levelled off as consumer
disposable income was impacted by the
economic downturn and increasing
unemployment market share gains were
driven by strong sales execution additional
fridge placement and trade promotional
programmes around the olympics and the
euro 2008 soccer championships market
share improved by 150 bps due to more
focused sales and marketing investment
volumes of tyskie and our premium brand
lech were both up 4 while zubr grew 
2 and redd’s and peroni nastro azzurro
showed doubledigit growth a number of
innovations were introduced during the year
including a complete renovation of tyskie’s
packaging and the introduction of new
‘sleek’ cans for nonalcoholic and flavoured
brands revenue per hectolitre grew 6
following three price increases during 
the year helping to offset significant raw
material cost increases and a substantial 
rise in excise 
overview business review governance financial statements shareholder information
financial summary
group revenue
1
usm ebita
2
usm ebita margin 
6145 2009 944 2009 154 2009
5248 2008 952 2008 181 2008
17 –1
sales volumes
3
hl 000
lager lager organic
47237 2009 43912 2009
43826 2008 43826 2008
8 0
1 including share of associates
2 in 2009 before net exceptional costs of us452 million 2008 usnil being the impairment of noncurrent assets of us392 million
integration and restructuring costs of us51 million and the unwind of fair value adjustments on inventory following the acquisition of
grolsch of us9 million
3 volume figures have been restated for the prior period following the revision of the group’s volume definitions further details are
provided in the chief financial officer’s review on page 32
key focus areas
■ drive our full brand portfolios in 
growth segments in key markets
■ further develop our positions in 
high value export markets
■ continue to innovate in product
packaging and dispense systems
■ build strong brand equities through
innovative 360 degree marketing
programmes
■ leverage our scale operations review europe continued
18 operations review sabmiller plc annual report 2009
18
volume growth in romania against
market growth of 3
39
growth of peroni nastro azzurro 
in the uk
in the czech republic we continued to
focus on value leadership with our premium
biased portfolio accepting a volume share
decline of 60 bps in a market which declined
4 the economic slowdown was reflected
in fewer tourists in prague lower onpremise
consumption and some downtrading 
our premium brands pilsner urquell 
frisco master and the nonalcoholic birell 
all performed well in mainstream kozel 
was up 8 becoming the country’s number
two national brand while volume decline in
gambrinus was halted in the final quarter by
the launch of the higher priced ‘11 degree’
variant which already leads in the semi
premium category revenue per hectolitre
growth of 5 together with efficiency in
marketing investment and productivity in
overheads offset raw material cost increases 
in romania strong volume growth of 
18 was achieved within market growth 
of 3 but both the economy and the beer
market slowed noticeably in the second 
half we increased our market share by 
390 bps for the year our improved
performance is due to our strong brand
portfolio which covers all price segments
and increased pet and can availability 
better distribution and merchandising in 
the offpremise channel also contributed 
to our strong results our timisoreana brand
has continued to be the key growth driver
consolidating its leading market position 
and growing volumes 27 ursus peroni
nastro azzurro and redd’s all performed 
well in the premium segment and benefited
from extended distribution tailored service
packages and increased refrigeration
coverage pricing above inflation was
achieved and revenue per hectolitre
increased 8 the recent acquisition of 
the azuga brand will underpin our portfolio 
in the economy segment
in russia the economy entered into
recession in quarter four which together with
poor weather during summer 2008 resulted
in beer industry production volumes declining
2 with the moscow region down by 6
sabmiller russia sales to retailers strs
were level with the prior year while organic
sales to wholesalers stws were 7 down
reflecting distributor destocking mainly
during the third quarter despite the
downturn our kozel and redd’s brands
timisoreana local romanian brand becomes national leader
since entering romania in 1996 sabmiller has progressed by turning local brands into 
strong national brands an example is timisoreana which when acquired by ursus breweries 
in 2001 was concentrated in the west of romania and making little headway against larger
national competitors
in 2005 ursus breweries set itself the ambitious target of turning timisoreana into the
country’s best selling beer with competitors relying heavily on tv advertising ‘fun with
friends’ imagery and discount offers in plastic bottles ursus breweries went against the 
grain by avoiding discounts and focusing on timisoreana’s 300year heritage the brand
proposition – ‘the honest craftsman of beer’ – was a deliberate appeal to traditional 
unshowy romanian values to support this distinctive positioning the company has
reinvented the medieval beer festival developed theme pubs and sponsored the 
romanian football cup which brings together both large and small teams
the objective was achieved three years ahead of plan from sixth place in 2005 
timisoreana became market leader in january 2007 and remains the country’s fastest
growing mainstream brand  sabmiller plc annual report 2009 operations review 19
showed good growth driven by product and
pack innovations although zolotaya bochka
volume fell sales of miller genuine draft
declined during the year but showed value
share growth in the last quarter following 
the launch of miller midnight industry pricing
was robust and our revenue per hectolitre
was up 12 we have increased sales staff
by 10 in preparation for supply from our
new ulyanovsk brewery in the summer 
in june 2008 we acquired llc vladpivo in
the russian fareast region and are nearing
completion of the integration process in 
july 2008 cjsc sarmat in ukraine was
acquired and quality upgrades and brand
repositioning are underway 
in the netherlands the beer industry 
has had to contend with a number of new
challenges these include a 30 excise
increase a public area smoking ban alcohol
advertising restrictions and a weak economic
environment with low consumer confidence
the beer market declined 4 with the 
onpremise channel down 7 in this
context grolsch branded volumes were
down 4 and market share remained in 
line with prior year 
in italy as elsewhere in western europe
economic conditions have worsened and 
the beer market declined 4 with a sharp
decline in the fourth quarter in particular 
the onpremise channel has suffered from
down trading and an accelerating consumer
switch to off trade against this background
birra peroni’s branded volumes declined 
3 although market share was held for 
the year sales of brand peroni were in line
with prior year assisted by national sports
sponsorships including euro 2008 onpack
promotions a new 50cl can and limited
edition packs prices increased on average
by 9 in november 2008 but due to down
trading revenue per hectolitre was only up
3 the bari brewery has returned to full
operation after a major fire in july 2008 
in hungary slovakia and the canaries
economic conditions are severe and the 
beer markets are in decline we held market
share in hungary and retained our leadership
position in the canaries
in the united kingdom despite a beer
market decline of 6 and an onpremise
decline of 10 our lager volumes grew 
20 with peroni nastro azzurro growth of
39 pilsner urquell performed well in export
territories with double digit growth in the uk
and germany
a new niche for a nonalcoholic lager
czech beer drinkers have always prided
themselves on recognising a quality beer
which is why radegast birell with its
genuine beer flavour retains its position as
the country’s favourite nonalcoholic lager
the introduction of stringent drinkdrive 
laws in 2006 triggered a rapid expansion 
of the nonalcoholic market while birell
naturally benefited the change also
attracted a flood of competitors to retain 
its near twothirds share of the market
segment the czech business took a new
look at how birell could be made to stand
out from the crowd
the answer was to exploit the product’s
unique flavour and to position the brand 
not as a second best to alcoholic beers but
as a quality beverage in its own right the
subsequent marketing campaign linked the
brand to occasions and activities drinking 
at work and sports such as cycling for
example that would have been impossible
for an alcoholic product
by claiming this particular niche birell 
has not only maintained its lead against 
23 competing brands but is helping the
business to extract maximum benefit from 
a nonalcoholic market which has been
growing at over 40 a year
overview business review governance financial statements shareholder information
strong brands and superior operational execution in europe
allowed us to gain market share by volume in poland romania
and the uk we also maintained our market leadership in the
czech republic and focused on growing value north
america
operations review continued
20 operations review sabmiller plc annual report 2009 sabmiller plc annual report 2009 operations review 21
integration and savings 
ahead of schedule 
millercoors opened for 
business on 1 july 2008 with 
a big ambition – to become
“america’s best beer company” 
by exploiting the complementary
strengths of the two companies
and speedily completing the
integration process it promised 
to achieve us500 million in
annual cost savings by its third
year of operation
the bulk of the savings will come
from producing both coors and
miller products at all eight of the
major breweries in its expanded
network by shortening shipping
distances from brewery to market
the new production pattern will
save 45 million freight miles a 
year – speeding delivery cutting
freight and fuel costs and reducing
the company’s carbon footprint
originally scheduled to take 
18 months the integration of the
company’s breweries is running
ahead of plan 
the cost savings are also flowing
faster than expected this has
been driven by the speed at 
which the new organisation has
come together as well as the
integration of the it systems and
the consolidation of services such
as marketing and insurance 
the original plan was to achieve
us50 million in synergies in the
first 12 months of operations 
this figure is now expected to 
be us128 million 
these successes show clear
progress towards millercoors’
ambition with its brands people
and scale the business is already
demonstrating that it’s a stronger
more competitive brewer than its
constituent parts could have been
on their own 
north america delivered strong profit growth
for the financial year with a very good
earnings contribution from miller brewing
company in the first quarter and a strong
financial performance from millercoors since
it began combined operations on 1 july
2008 lager volumes excluding contract
brewing declined 5 the early progress 
with millercoors’ integration accelerated the
delivery of synergies which combined with
robust pricing helped to deliver a 22
increase in ebita
4
versus the prior year 
the sale of hops which were surplus to
miller’s requirements and the phasing of
marketing spend enhanced the result 
millercoors
for the first nine month period of millercoors’
operations us domestic sales to retailers
strs were down 04 on a pro forma
5
basis while domestic sales to wholesalers
stws were down 19 on a pro forma
basis largely due to reductions in distributor
inventories since 1 july 2008 on a pro forma
basis contract brewing volumes fell by 63
while profits from contract brewing remained
in line with the prior year 
overview business review governance financial statements shareholder information
financial summary
group revenue
1
usm ebita
2
usm ebita margin 
5227
4
2009 581
4
2009 111
4
2009
5120 2008 477 2008 93 2008
2 22
sales volumes
3
hl 000
lager excluding contract brewing soft drinks
45629
4
2009 54
4
2009
48211 2008 87 2008
–5 –38
millercoors’ volumes hl 000 1 july to 31 march
lager excluding contract brewing sales to retailers strs
30930 2009 31303 2009
31528
5
2008 31420
5
2008
–2 0
1 including share of joint ventures
2 in 2009 before a net exceptional credit of us325 million being the profit on the deemed disposal of the miller business of 
us437 million and exceptional costs of us28 million in relation to the integration and restructuring costs for millercoors 
together with the group’s share of millercoors’ integration and restructuring costs of us33 million the group’s share of the 
unwind of the fair value inventory adjustment of us13 million and the group’s share of the impairment of the sparks brand 
of us38 million 2008 us51 million in relation to retention arrangements and other integration costs relating to millercoors 
3 volume figures have been restated for the prior period following the revision of the group’s volume definitions further details 
are provided in the chief financial officer’s review on page 32
4 volumes group revenue and ebita presented represent 100 of miller brewing company performance in the first quarter 
of the year ended 31 march 2009 and the group’s 58 share of millercoors’ performance and the retained wholly owned 
miller brewing company business principally mbi for the balance of the year
5 millercoors’ pro forma figures are based on results for miller and coors’ us and puerto rico operations reported under 
international financial reporting standards ifrs and us gaap respectively for the nine months ended 31 march 2008 
adjustments have been made to reflect both companies’ comparative data on a similar basis including amortisation of definitelife
intangible assets depreciation reflecting revisions to property plant and equipment values and the exclusion of exceptional items
key focus areas
■ win in mainstream light with
complementary positioning of 
coors light miller lite and mgd 64
■ drive value and volume for miller 
high life and keystone light
■ capitalise on millercoors’ broad import
and craft portfolio to grow in worthmore
■ create value through strong net
revenue management
■ achieve superior growth in retail 
chain sales
■ deliver us500m synergy target 
and continuing cost efficiencies operations review north america continued
22 operations review sabmiller plc annual report 2009
us500 million
millercoors’ target for annual cost
savings by third year of operation
us128 million
synergy savings expected 
by 30 june 2009
pricing remained strong total net revenue
per hectolitre for the nine months grew by
mid single digits on a pro forma basis driven
by strong front line pricing and reduced
promotion and discounts millercoors
continues to realise supply chainrelated
synergies and deliver savings from its cost
leadership programmes but costs of goods
sold per hectolitre increased mid single digits
due to significant commodity costrelated
increases in brewing and packaging
materials marketing general and
administrative costs decreased driven by
timing and management of marketing and
sales spending and the accelerated timing 
of synergy delivery ebita grew by 29 
on a pro forma basis driven by increased
revenue as well as the realisation of 
synergies from the joint venture
for the nine month period to 31 march 2009
premium light brand strs were up slightly
versus prior year due to solid growth of
coors light and acceleration of mgd 64
despite price increases across the segment
coors light was up a low single digit
percentage versus prior year miller lite strs
were down by a mid single digit percentage
although the rate of decline slowed in the
final quarter 
a new marketing campaign for miller lite 
was launched in late march focusing on the
long standing consumer equity associated
with the brand’s taste innovative new
packaging reinforcing the brand’s taste
platform was rolled out nationwide during
may 2009 mgd 64 volume growth has
continued to accelerate since its national
launch in september 2008 in the quarter 
to 31 march 2009 mgd 64 exceeded miller
genuine draft light volumes and pushed the
mgd franchise into positive growth coors
banquet continued to generate good growth
the craft and import portfolio rose a mid
single digit percentage for the nine months 
to 31 march 2009 led by the strong
performance of blue moon and peroni
nastro azzurro offset by declines in 
pilsner urquell and weinhard’s
the domestic above premium portfolio
declined by a double digit percentage 
due to lower miller chill volume the sparks
franchise continued to grow following
reformulation of the product 
the below premium portfolio was up by 
a low single digit percentage compared to
the prior year as the strong performance 
of keystone light and accelerated growth 
of miller high life more than offset declines 
in milwaukee’s best and icehouse
the integration of millercoors’ business
processes and systems designed to enable
faster local decision making and streamlining
of costs is proceeding well the millercoors’
network optimisation project is ahead of
schedule as more than 60 of the planned
brewing production relocations were
completed within the financial year
construction of the new millercoors’
chicago corporate headquarters is nearing
completion with an expected occupancy
date in mid 2009
a total of us78 million in synergy savings
has been realised since 1 july 2008
exceeding millercoors’ original goal of
us50 million for the first 12 months of
operations millercoors now expects to
realise us128 million of synergies by 
30 june 2009 
by the end of calendar year 2009
millercoors expects to achieve a total 
of us238 million in synergies surpassing 
its original forecast of us225 million 
while the timing of synergy delivery has
accelerated the us500 million annual
synergy goal is unchanged
the integration of millercoors’ business processes and
systems designed to enable faster local decisionmaking 
and streamlining of costs is proceeding well with the 
network optimisation project ahead of schedule sabmiller plc annual report 2009 operations review 23
mgd 64 strengthens millercoors’ portfolio
as a fullcalorie beer in a market that
increasingly prefers lighter beers miller
genuine draft had been in decline in the
usa since the 1990s even the lighter
variant mgd light had failed to make 
much impression
after a series of marketing campaigns 
failed to reverse the trend it was clear that 
a different approach was needed last year
mgd light was reformulated to create 
mgd 64 with its crisp flavour and just 
64 calories per 12ounce serving the new
product – marketed as being ‘as light as it
gets’ – is designed to appeal to healthyliving
calorieconscious consumers 
supported by national tv advertising the
launch and rollout of mgd 64 have struck 
a chord with the target market mgd 64
sales were higher in the 2008 calendar year
than those of mgd light in 2007 – even
though mgd 64 was not available nationally
until september 2008 mgd 64 has joined
miller lite and coors light in the millercoors
line up of premium light beers 
mgd 64 also has created a halo effect 
over the mgd name consumers are
rediscovering miller genuine draft and 
the franchise as a whole is growing for 
the first time in a decade
overview business review governance financial statements shareholder information africa and asia
operations review continued
24 operations review sabmiller plc annual report 2009 sabmiller plc annual report 2009 operations review 25
affordability at both ends 
of the brand portfolio
many of the beer brands sold 
in africa are made from imported
raw materials with prices inflated
by import costs and government
tariffs such brands can be
expensive and out of reach for 
a large percentage of african
consumers
recognising an opportunity
sabmiller is looking to develop
affordable products brewed 
from local african crops the
sorghumbased eagle brand –
previously launched in uganda
zambia zimbabwe tanzania 
and swaziland – is now available
in some markets in smaller bottles
and draught form to make it easier
on the pocket in addition the
business is carrying out trials to
see what other locally available
raw materials might be used in 
the brewing process for both 
new and existing brands 
affordable products will 
enable consumers to move 
from unregulated home brews 
to commercial beers produced to
international brewing standards
as the sector becomes more
formal and regulated governments
will benefit from higher excise
payments importantly the strategy
will provide economic opportunities
for local producers of sorghum
barley maize and cassava and 
so benefit the community some
12000 local farmers already
supply raw materials for sabmiller’s
affordable beers in africa and this
number is expected to reach
44000 by 2012
the quest for affordability also
extends to the premium end 
of sabmiller’s african portfolio 
given that many mainstream
consumers would like to buy 
a premium beer more often 
but find imported international
brands beyond their means 
the business is introducing local
premium brands to meet the 
need recent launches include
ndovu in tanzania maluti in
lesotho and in december 
2008 a premium variant of the
highly regarded laurentina in
mozambique these moves 
are another step in sabmiller’s 
african strategy to ensure not 
just good distribution and wide
availability but an ever greater
degree of choice at both ends 
of the brand portfolio
africa continued to perform strongly with
organic total volume growth of 10 for the
year asia organic total volumes grew in the
second half of the year ending 4 ahead 
of the prior year with strong fourth quarter
performances in both china and india
organic constant currency revenue grew
26 in africa reflecting price increases
generally in line with inflation and 26 in
asia largely as a result of positive pricing 
and sales mix trends in china combined
ebita grew 16 on an organic constant
currency basis 
africa
our strategy of broadening the brand
portfolio with premium and affordable lager
offerings helped us to achieve organic lager
volume growth of 5 a refocused approach
to other beverage offerings delivered strong
soft drinks and traditional beer growth of
12 and 25 respectively on an organic
basis in the latter part of the year we
acquired water businesses in ghana and
nigeria as well as a brewery in nigeria to
support our full beverage portfolio strategy
for africa markets across the region
continued to grow in line with the broader
economies however momentum slowed 
in the fourth quarter in many countries 
tanzania achieved lager volume growth of
4 despite inconsistent energy supply and
infrastructure challenges which continue 
to constrain growth a decline in volumes 
in the fourth quarter followed the economic
downturn and price increases which were
necessitated by substantial increases in
commodity costs the launch of eagle in a
300ml returnable bottle at an affordable price
led to strong growth for the brand progress
continued on our new brewery in the south
where production is expected to commence
in september 2009 this will free up capacity
in our dar es salaam brewery while allowing
us to reduce distribution costs in the
southern region 
overview business review governance financial statements shareholder information
financial summary
group revenue
1
usm ebita usm ebita margin 
4132 2009 642 2009 155 2009
3367 2008 568 2008 169 2008
23 13
sales volumes
2
hl 000
lager lager organic soft drinks
54440 2009 53423 2009 8352 2009
51256 2008 51256 2008 8305 2008
6 4 1
soft drinks organic other alcoholic beverages
8336 2009 4079 2009
7411 2008 3210 2008
12 27
1 including share of associates and joint ventures
2 volume figures have been restated for the prior period following the revision of the group’s volume definitions further details are
provided in the chief financial officer’s review on page 32
key focus areas – africa
■ spur growth in beer and soft drinks
with expanded brand portfolios across
a wider price range
■ further develop sales and distribution
to enhance our outlet presence and
extend our geographic coverage
■ optimally manage our capital
investment programme to enable
continuing growth
■ mitigate high imported input 
costs through innovation and 
local supply chains
key focus areas – asia
■ further build market leadership 
in china and enhance profitability
■ continue to drive snow the largest
beer brand in china
■ pursue market liberalisation in india 
to achieve a reasonable trading
environment for the beer industry
■ develop our operations in vietnam 
and australia as well as our broader
regional presence operations review africa and asia continued
26 operations review sabmiller plc annual report 2009
mozambique’s lager volumes were slightly
ahead of prior year despite a fourth quarter
decline the south of the country was
affected by reduced tourism while improved
infrastructure led to healthy economic 
growth in the north supporting our decision
to open a new brewery in nampula which 
will be commissioned in the second half 
of our current financial year productivity
improvements were achieved following 
the expansion of the maputo and beira
breweries marketing spend was increased
behind the launch of laurentina premium 
a local premium brand which has achieved
good initial volumes average price increases
of 10 were below inflation but positive mix
helped deliver revenue per hl growth of 13 
botswana lager and traditional beer volumes
slowed dramatically after the implementation
of a 30 levy on alcoholic beverages
introduced on 1 november 2008 since the
levy lager volumes have reduced significantly
resulting in a decline of 8 in the full year
this reduction has been compounded by 
the downturn of an economy dependent on
diamonds and consequently heavily affected
by the global recession the returnable bottle
pack continued to show good growth and
now represents 25 of volumes soft drinks
had strong growth of 19 driven by focused
marketing and good weather 
angola’s economy remained strong with
gdp growth of 18 for the year soft drinks
volumes had strong growth of 17 port
congestion is resulting in a long supply chain
and logistics difficulties constraining our
ability to meet demand our new 2 million hl
soft drinks facility in luanda is expected to
commence production in the second half 
of 2009 which will alleviate the reliance on
imported product in the south our lager
business continued to perform well with
volume growth of 31 following investment
in new capacity in addition we have
commenced construction of a brewery 
in north luanda which will allow us to
compete in the fast growing beer market 
in this part of the country commissioning 
of this brewery is set for late 2009
an excise reduction to incentivise local
farming led to good growth in the economy
segment in uganda albeit at slightly 
lower margins while ghana’s growth was
temporarily constrained by capacity zambia
volumes were resilient despite a challenging
economy assisted by an excise reduction
traditional beer continued a year of strong
growth with volumes up 25 on the back 
of good agricultural harvests in zambia
and malawi together with intensified focus
across the continent including product
launches in additional markets greater
product affordability and innovative supply
chain initiatives 
castel continued to deliver solid
performance with organic lager volumes
growing 9 and organic soft drinks 
volumes growing 11 on the back of strong
performances in angola cameroon and
algeria the growth in angola follows the
commissioning of new breweries in luanda
and cabinda while in cameroon growth
followed the acquisition of a competitor
during the year castel has also acquired new
businesses in guinea nigeria and gambia
asia
china lager volumes benefited from a strong
final quarter ending the year 6 ahead of the
prior year organic growth of 4 was below
recent levels adversely affected by the
sichuan earthquake disaster in may 2008
but volumes showed increasing resilience
through the course of the year as consumer
acceptance of new pricing levels improved
snow brand renovation during the year
emphasising its local provenance saw brand
sales in excess of 60 million hl for the first
time 19 ahead of the prior year cementing
its position as one of the largest beer brands
in the world by volume ebita margin growth
was achieved on the back of improved
pricing and brand mix 
india had strong lager growth in the fourth
quarter to end the year 5 ahead of the 
prior year despite continued regulatory
issues especially in the key market of 
andhra pradesh the haywards 5000 
brand gained further market share during 
the year while foster’s made significant
market share gains a new brand indus
pride was launched successfully in
rajasthan exceeding initial expectations
and a national roll out is planned 
our joint venture in australia had another
successful year with good growth in the
premium segment overall organic volume
grew by more than 60 with strong
performances by miller chill and bluetongue
we took full ownership of our associate in
vietnam during march 2009 which will allow
us to expand the brand portfolio thereby
growing our market share 
confidence spurs further investment
contrary to many people’s perception africa’s economic growth since 2002 has been above
the world average recent years have brought greater political stability better governance
and further investment in infrastructure while urbanisation and rising incomes have lifted 
many people from subsistence living and fuelled consumer demand 
these trends have contributed to almost 20 compound annual growth in sabmiller’s 
profits in africa since 2002 having invested heavily in the continent in the past the
business continues to demonstrate its confidence in africa’s future 
following a us37 million investment in juba the new southern sudan beverages brewery
began operating inapril 2009 as a result sudan is now producing beer for the first time in 
25 years three more greenfield breweries are under construction in angola mozambique
and tanzania representing a total investment of over us160 million and due to open later
this year these new plants will increase capacity create jobs bring production closer to
consumers and contribute further to africa’s economic development sabmiller plc annual report 2009 operations review 27
celebrating india’s passions 
since sabmiller entered india in 2000 
the business has made rapid progress 
and is now the country’s second largest
brewer with a market share of 34 
of the two main beer segments it enjoys 
a narrow leadership in strong beer but 
trails some way behind the market leader 
in the mild segment 
in looking to challenge the country’s 
leading mild beer the business decided 
to supplement its current offering through
the creation and launch of a new mild beer
with strong indian origin and heritage 
in mapping out the market landscape the
business identified a gap for a product that
would celebrate india’s pride and passions
after further research into name labelling
and brand concept it came up with indus
pride – a 100 malt beer which reflects and
celebrates two of india’s greatest passions
cricket and bollywood
indus pride was trialled in rajasthan 
and launched there in october 2008 
by march 2009 indus pride had achieved 
a volume performance of 25 above target
and an exit market share of 20 of the
mainstream mild segment following this
strong start the brand was launched in a
second test market karnataka in march
2009 and the plan is to take the brand
nationwide in 2010 
overview business review governance financial statements shareholder information
in africa traditional beer continued to grow strongly reflecting
an intensified focus across the continent with product launches
in more markets and innovative supply chain initiatives south
africa
operations review continued
28 operations review sabmiller plc annual report 2009 sabmiller plc annual report 2009 operations review 29
enhancing the appeal 
of mainstream beers
with the strong growth of the
south african economy in recent
years the main increase in beer
sales has been in the premium
segment now with recession
biting and consumer spending
tightening the trend has slowed
with priceconscious consumers
buying fewer premium beers less
often the segment is no longer
growing as rapidly as it was 
at the same time mainstream
consumers are becoming more
sophisticated and demanding in
terms of image packaging and
presentation they want value 
but not at the expense of quality 
or appearance
mainstream brands are the
heartland of sabmiller’s south
african business and sab is 
well placed to respond as part 
of its continuing investment in 
the sector it recently introduced
430 million newstyle returnable
bottles for its mainstream beers
the redesigned bottle has
improved the image of the
mainstream category and lends
itself to new labelling technology
which enhances the appeal of
individual brands the move has
made the mainstream sector even
more relevant and compelling to 
south african consumers
the main beneficiary has been
sab’s hansa pilsener with its
message of ‘affordable aspiration’
the brand has proved a natural
choice for consumers looking for
premium image at mainstream
prices its success follows an
earlier boost to its sales when 
a rival premium brand was
unavailable in south africa for 
a number of months and hansa
was seen as a nearequivalent
supported by the well established
castle lager hansa is the growth
leader within sab’s mainstream
segment
beverages
consumer spending in south africa was
hampered by high interest rates and high fuel
prices in the first half of the year and by the
effects of the global economic downturn in
the second half growth in gross domestic
product slowed to 31 in the 2008 calendar
year from 51 in 2007 and fell 18 in the
quarter to december 2008 retail sales for
the 11 months to february 2009 were down
07 year on year while sales for the month
of february were down 45 year on year 
lager volumes were down 2 on the prior
year affected by a decline in both premium
beer and flavoured alcoholic beverage fab
volumes fourth quarter sales volumes were
further impacted by provincial legislation
against the informal retail liquor trade in the
western cape and by the timing of easter
the mainstream category which accounts
for the bulk of total lager sales remained 
in growth despite robust price increases
supported by strong performances by 
both hansa pilsener and castle lager 
overview business review governance financial statements shareholder information
financial summary
beverages
group revenue
1
usm ebita usm ebita margin 
3955 2009 764 2009 193 2009
4446 2008 1026 2008 231 2008
–11 –26
sales volumes
2
hl 000
lager soft drinks other alcoholic beverages
25949 2009 17303 2009 1325 2009
26526 2008 16657 2008 1176 2008
–2 4 13
hotels and gaming
group revenue
3
usm ebita
4
usm ebita margin  revpar
5
us
348 2009 122 2009 349 2009 674 2009
396 2008 141 2008 356 2008 761 2008
–12 –14 –11
1 including share of associates
2 volume figures have been restated for the prior period following the revision of the group’s volume definitions further details are
provided in the chief financial officer’s review on page 32
3 share of associate
4 in 2009 before exceptional costs of us7 million in relation to the group’s share of fair value mark to market losses on financial
instruments 2008 usnil
5 revenue per available room
key focus areas
■ fortify the foundation and 
strengthen productivity edge
■ engage the competitor 
■ ensure key brands resonate 
■ shape superior routes to market 
■ ensure societal leadership operations review south africa continued
30 operations review sabmiller plc annual report 2009
as anticipated the loss of the amstel brand
has reduced our share of the premium
category and we are revitalising our 
premium brand portfolio to deliver growth 
in this competitive environment cost
efficiency savings are being made to reinvest
in marketing and sales execution initiatives
soft drinks volumes grew by 4 with strong
growth in sparkling soft drinks outweighing 
a marginal decline in alternative beverages
following the discontinuation of a number 
of low margin fruit cordial brands market
share gains were achieved following the
launch of cocacola zero and flavoured
sparletta brands 
revenue grew by 11 on a constant
currency basis with two price increases in
each of the beer and soft drinks businesses
despite the price increases ebita declined
by 8 on a constant currency basis due to
increased commodity and energy costs and
higher inflation the weakening of the rand
against key trading currencies compounded
the impact of underlying commodity price
increases distribution costs increased only
marginally due to distribution efficiencies
which offset higher fuel costs marketing
expenditure grew by 8 as we intensified
our marketing and sales initiatives for
competitive reasons increased container
depreciation resulted from the company’s
replacement of the mainstream bottle pool
which commenced in the prior year and 
was completed in september 2008 ebita
was also adversely impacted by fair value
movements on procurementrelated foreign
currency contracts
two premium lager brands grolsch and
dreher were launched in the first half of 
the year together with a new premium dry
apple ale blakes and doyle expanding our
premium and fab portfolios we continued to
focus on generating excitement and appeal
around existing brand equities introducing
new pack designs for brutal fruit upgrading
pack designs for miller genuine draft
introducing new artwork for castle milk 
stout and aligning hansa marzen gold 
and hansa pilsener packaging 
appletiser volumes were in line with prior
year but the loss of the just juice packaging
contract put margins under pressure 
distell volumes continued to show strong
growth which combined with robust pricing
and cost efficiency helped to offset
increased commodity costs to deliver
improved profitability 
hotels and gaming
sabmiller is a 49 shareholder of the 
tsogo sun group 
the gaming industry in south africa
continued to grow albeit at a slower rate than
in prior years reflecting reduced consumer
disposable income and the entry of new
competition tsogo sun acquired a 23
share of gold reef resorts limited a listed
operator with seven casino licences in 
south africa in october 2008 
the south african hotel industry has been
negatively impacted by the economic
downturn particularly in the second half 
of the year with a decline in demand in the
key corporate and leisure markets revpar
growth of 10 was achieved in constant
currency as room rate increases offset the
decline in occupancy however due to the
strengthening of the dollar compared to the
rand revpar declined 11 in us dollars
the mainstream category in south africa
which accounts for the bulk of total lager
sales remained in growth supported 
by strong performances by both hansa
pilsener and castle lager
430 million
number of restyled returnable
bottles introduced in south africa
8
increase in marketing expenditure 
in south africa  sabmiller plc annual report 2009 operations review 31
grolsch fills a crucial gap
sabmiller’s acquisition of grolsch in 2008
opened opportunities around the world 
not least in the south african international
premium market the sab portfolio already
included miller genuine draft from the usa
pilsner urquell – the original pilsner from
plzen and peroni nastro azzurro with its
associations of italian style however 
the business needed a strong northern
european brand to match the credentials of
its main rival grolsch neatly filled the gap
launched in south africa in june 2008
grolsch has been well received by trade 
and consumers alike it has proved a
powerful addition to sab’s portfolio 
of international premium brands with
potential to grow both the sector and 
sab’s share within it 
although recession has slowed the
expansion of south africa’s premium sector
in recent months the market continues to
develop and grolsch remains an important
contributor longer term it’s a key element
in sab’s strategy of building the premium
portfolio for such time as the economy
recovers and the trend to premium beers
resumes its momentum
overview business review governance financial statements shareholder information 05 07 08 06
lager organic volume growth

10
8
6
2
4
2
09
source sabmiller plc 2009
05 07 08 06
group revenue growth
 organic constant currency basis
12
10
6
8
4
2
09
source sabmiller plc 2009
chief financial officer’s review
32 chief financial officer’s review sabmiller plc annual report 2009
key performance indicators kpis
sabmiller has a clear strategic focus 
with four strategic priorities as noted in 
the chief executive’s review management
use a range of kpis to monitor progress
against these priorities some of the most
important measures are detailed in the table
on page 33 
certain kpis are discussed in further detail
within the review of the year’s financial
performance financial and nonfinancial kpis
are also discussed in the chief executive’s
review and in the operations review
selected disclosures of results on an organic
constant currency basis are made to illustrate
underlying performance excluding the effects
of acquisitions net of disposals and changes
in exchange rates results on an organic
basis exclude the first 12 months’ results 
in the case of acquisitions and the last 
12 months’ results of any disposals constant
currency results have been determined by
translating the local currency denominated
results for the year ended 31 march 2009 
at the exchange rates for the comparable
period in the prior year
volumes
following the inception of the millercoors
joint venture the group has revised its volume
definitions in the determination and disclosure
of volumes the group aggregates 100 of the
volumes of all consolidated subsidiaries and
its equity accounted percentage share of the
volumes of all associates and joint ventures
contract brewing volumes are excluded from
volumes although revenue from contract
brewing is included within revenue volumes
exclude intragroup sales volumes this
measure of volumes is used in the segmental
analyses as it more closely aligns with the
group revenue and ebita disclosures
in the determination and disclosure of
aggregated 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 revenue aggregated volumes exclude
intragroup sales volumes
the chart adjacent shows the group’s organic
growth in lager volumes for each of the last
five years based on the revised definition
this year’s volumes reflect the high
comparable growth rates achieved last year
and the weakening of consumer demand 
in many of sabmiller’s markets as a result 
of the global economic slowdown total
volumes including soft drinks and other
alcoholic beverages volumes grew by 1 
on an organic basis and 2 on a reported
basis to 260 million hl within this total lager
volumes at 210 million hl were up 2 on a
reported basis and level on an organic basis
particularly strong growth in lager volumes
was achieved in africa and asia on a
reported basis aggregated beverage
volumes including soft drinks and other
alcoholic beverages grew 10 to 
359 million hl and aggregated lager volumes
increased 11 to 292 million hl reflecting 
the acquisitions in europe africa and asia
and the millercoors joint venture
revenue
group revenue including the group’s share 
of joint ventures’ and associates’ revenue 
of us6599 million was us25302 million
this represented an increase of 9 on 
an organic constant currency basis and
exceeded the growth in organic volumes
pricemix gains of 8 were achieved with
africa and asia and south africa beverages
the more significant contributors
group revenue growth demonstrated 
the group’s success in raising prices in
response to significantly higher raw material
costs despite limited volume growth
capitalising on the strength of the group’s
brands the adjacent chart illustrates the
organic growth in group revenue for each 
of the last five years with performance 
shown in constant currency 
malcolm wyman chief financial officer
sabmiller has delivered a resilient performance we have
successfully raised prices in response to higher raw material
prices while maintaining lager volumes and effectively
managing our fixed costs key performance indicators
sabmiller plc annual report 2009 chief financial officer’s review 33
indicator
organic growth 
in lager volumes
group revenue growth
organic constant
currency
growth in volumes 
of premium brands
volume growth of
selected international
and regional premium
brands outside home
markets
ebita growth organic
constant currency
ebita margin
progression
adjusted earnings per
share growth eps
hectolitres of water
consumed per hectolitre
of lager produced
definition
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 156 lager volumes
are measured as 100 of the volumes of all consolidated subsidiaries 
and the group’s equity accounted percentage share of the volumes of
associates and joint ventures contract brewing volumes are excluded
growth in group revenue compared to the prior year is measured on 
a constant currency basis as defined on page 156 and excluding the
effects of acquisitions and disposals organic information is defined 
on page 156 group revenue is defined as revenue plus the group’s 
equity accounted percentage share of the revenue of associates and 
joint ventures 
growth in premium brand volumes is compared with the prior year
premium brands are defined in terms of their selling price relative to 
the market average selling price within their local market premium
segment is defined on page 156 volumes are measured as 100 of
volumes of consolidated subsidiaries and the group’s equity accounted
percentage share of the volumes of associates and joint ventures
growth in the volume of peroni nastro azzurro sold outside the home
market of italy compared with the prior year volumes include 100 of
volumes of all consolidated subsidiaries associates and joint ventures
ebita growth compared to the prior year is measured on a constant
currency basis as defined on page 156 and excluding the effects of
acquisitions and disposals organic information is defined on page 156
ebita is defined as operating profit before exceptional items and the
amortisation of intangible assets excluding software and includes the
group’s equity accounted percentage share of associates’ and joint
ventures’ operating profit on a similar basis
ebita margin progression is measured by the change in bps of 
ebita margin compared with the prior year ebita margin is ebita 
as defined above as a percentage of group revenue including the
group’s equity accounted percentage share of the revenue of 
associates and joint ventures
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 156
water consumption 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
performance
0 2009
6 2008
9 2009
10 2008
latin america
27 2009
9 2008
17 2009
72 2008
5 2009
9 2008
–110 bps 2009
0 bps 2008
–4 2009
19 2008
45 hl 2009
46 hl 2008
overview business review governance financial statements shareholder information chief financial officer’s review continued
34 chief financial officer’s review sabmiller plc annual report 2009
the majority of the currencies in which
the group operates weakened against the 
us dollar reducing reported group revenue 
by 5 the transactions completed in the
financial year in the ukraine and russia
partially offset by the disposal of soft drinks
businesses in colombia and bolivia had 
the effect of increasing reported group
revenue by 2
in the past five years the group has grown
revenue strongly both on an organic basis
and by acquisition the compound annual
organic growth rate in volumes was 46
2008 54 and compound annual growth
in group revenue was 86 2008 85
over the same period
the contribution of the us and puerto rico
operations into the millercoors joint venture
during the year and the resultant exclusion 
of the group’s share of millercoors’ revenue
from the reported statutory measure of
revenue has had the effect of reducing
reported revenue to us18703 million
input costs
over the past two years raw material 
input cost pressures have had a significant
impact on our cost base in the past year
total raw material costs have risen by
16 per hectolitre on a constant currency
basis following a 9 increase in the prior
year input cost pressures in the year were
primarily driven by higher brewing raw
material costs which saw malt and barley
prices rising more than 32 per hectolitre 
on the prior year on a constant currency
basis packaging raw materials were up 
high single digits on the same basis 
similarly total cost of goods sold were 
up 12 on the same basis compared with 
a rise of 6 in the previous year reflecting 
the benefit of lower distribution costs in the
second half of the past year when crude 
oil prices dropped from their peak local
input costs have also been adversely
affected by the strength of the us dollar 
the predominant currency in which our 
raw materials are purchased
the group takes out supply contracts for
future commodity requirements and actively
engages in a hedging programme to mitigate
the effect of commodity price increases
although the market prices of commodities
reduced considerably in the second half 
of the year the group did not benefit from 
these lower prices as a result of the rates
and timing of its forward contracts and the
hedging programme the group expects that
some benefits will be felt progressively during
the second half of the forthcoming year
ebita 
the group chooses to report ebita in its
results in order to accord with the manner 
in which the group is managed sabmiller
believes that the ebita profit measures 
give shareholders additional information 
on trends and make it easier to compare
different segments segmental performance
is reported after the apportionment of
attributable head office service costs
the chart above shows the organic increase
in ebita for each of the last five years with
each year’s performance shown in constant
currency in the year ebita grew 5 on an
organic constant currency basis reported
ebita which includes the impact of currency
movements acquisitions and disposals was
in line with the prior year at us4129 million
as the effects of weaker currencies and
higher input costs offset the impact of
increased revenue and cost productivity 
and efficiency savings 
double digit growth in organic constant
currency ebita was achieved in latin
america north america and africa and 
asia enabling the group to absorb the
declines in south africa and europe and 
still achieve a good overall performance 
for the year
ebita margin
the group has a strong record in protecting
and developing profitability to raise the
performance of local businesses as reflected
in group ebita margin trends in the chart
above in the year under review group
revenue growth and cost efficiencies were
insufficient to offset fully the effects of the
significant rise in input costs together with
currency weakness and consequently the
group’s reported ebita margin was 110 bps
lower than the prior year at 163 ebita
margin on an organic constant currency
basis of 167 was 40 bps higher than
reported ebita margin primarily owing to
lower margins earned in acquired businesses
in europe and 70 bps lower than prior year
due to higher input costs
exceptional items 
items that are material either by size or
incidence are classified as exceptional items
further details on the treatment of these
items can be found in note 4 to the
consolidated financial statements
net exceptional charges of us89 million
before finance costs and tax were reported
during the year 2008 net charges of
us112 million including net exceptional
charges of us91 million 2008 usnil
related to the group’s share of joint 
ventures’ and associates’ exceptional
charges the net exceptional charge
included a charge of us110 million for
integration and restructuring costs in 
latin america europe and north america
impairment charges of us392 million in
europe a charge of us9 million for the
unwinding of fair value adjustments on
inventory relating to the acquisition of
grolsch and a us13 million litigation
charge partially offset by us437 million
profit on the deemed disposal of 42 of
the us and puerto rico operations of miller
and us89 million profit on the disposal
of soft drinks businesses in colombia and
bolivia the group’s share of joint ventures’
and associates’ exceptional charges of 
us91 million included a charge of
us33 million related to the group’s share 
of millercoors’ integration and restructuring
costs a us13 million charge for the 
group’s share of the unwinding of fair value
adjustments on inventory in millercoors 
05
1
07 08 06
ebita growth
 organic constant currency basis
20
15
10
5
09
source sabmiller plc 2009             1 uk gaap
ebita margin performance
 organic constant currency basis
40
30
20
10
2008
2009
latin
america
europe north
america
africa 
asia
south africa
beverages
hotels 
gaming
group
source sabmiller plc 2009 sabmiller plc annual report 2009 chief financial officer’s review 35
a charge of us38 million for the group’s
share of the impairment of the sparks brand
intangible in millercoors and a charge of
us7 million being the group’s share of fair
value mark to market losses on financial
instruments in tsogo sun
in addition there was an exceptional gain 
in the year of us20 million 2008 usnil
within net finance costs relating to the early
termination of financial derivatives
in 2008 net exceptional charges of 
us112 million were reported of which
us78 million related to restructuring costs
incurred in latin america partially offset by 
a net profit of us17 million on the disposal
of soft drinks businesses in costa rica 
and colombia in north america costs of
us51 million were recorded in relation to
retention accruals pending the completion 
of the millercoors joint venture and certain
integration costs 
finance costs and tax
net finance costs increased to us706 million
a 55 increase on the prior year’s 
us456 million finance costs in the current
year include a net loss of us27 million
2008 gain of us35 million from the mark
to market adjustments of various derivatives
on capital items for which hedge accounting
cannot be applied finance costs in the year
also included a us20 million gain on the
early termination of financial derivatives 
the mark to market loss and the financial
derivative termination gain have been
excluded from the determination of adjusted
finance costs and adjusted earnings per
share adjusted net finance costs were
us699 million up 42 while year end net
debt was favourably impacted by currency
movements over the last quarter average 
net debt balances during the year increased
this reflected funding of capital expenditure
and the timing of the acquisitions of 
grolsch cjsc sarmat and llc vladpivo
interest cover as defined on page 156 
has decreased to 66 times from 92 times 
in the prior year
the effective tax rate of 302 before
amortisation of intangible assets other 
than software exceptional items and 
the adjustments to finance costs noted
above was below that of the prior year
2008 325 the key drivers were a more
favourable geographic profits mix certain
statutory tax rate reductions and continuing
initiatives to seek efficiency in the group’s
effective tax rate
currency
the rand declined against the us dollar
during the year ending the financial year at
r961 to the us dollar compared with r815
at the start of the year while the weighted
average randdollar rate weakened by 20
to r887 compared with r713 in the prior
year the colombian peso cop weakened
by almost 29 against the us dollar
compared to the prior year and ended the
financial year at cop2561 to the us dollar
compared with cop1822 at 31 march 2008
the weighted average copdollar rate
weakened by 3 to cop2061 from
cop1997 in the prior year
profit and earnings
adjusted profit before tax of us3405 million
decreased by 6 over the prior year primarily
as a result of higher commodity costs
increased finance costs and the impact of
the translation of local currency results into
us dollars on a statutory basis profit 
before tax of us2958 million was 9 lower
including the impact of exceptional items 
and the adjustments to net finance costs 
noted above
the group presents the measure of adjusted
basic earnings per share which excludes the
impact of amortisation of intangible assets
other than software and other nonrecurring
items including posttax exceptional items in
order to present a more useful comparison of
underlying performance for the years shown
in the consolidated financial statements
adjusted earnings decreased by 4 to
us2065 million and the weighted average
number of basic shares in issue for the year
was 1502 million up marginally from last
year’s 1500 million 
adjusted earnings per share were 4 lower
at 1375 us cents the group’s adjusted
earnings per share showed doubledigit
increases when measured in rand and
sterling on a statutory basis basic earnings
per share of 1252 us cents were 7 lower
a reconciliation of the statutory measure of
profit attributable to equity shareholders to
adjusted earnings is shown in note 8 to the
consolidated financial statements
dividends 
the board has proposed a final dividend of
42 us cents to make a total of 58 us cents
per share for the year – unchanged from the
prior year this represents a dividend cover 
of 24 times based on adjusted earnings per
share as described above 2008 25 times
the group’s guideline is to achieve dividend
cover of between 20 and 25 times adjusted
earnings the relationship between the
growth in dividends and adjusted earnings
per share is demonstrated in the adjacent
chart details of payment dates and related
matters are disclosed in the directors’ report 
acquisitions and disposals 
in june 2008 the group acquired the russian
brewer llc vladpivo ‘vladpivo’ and in july
2008 it acquired a 9984 interest in the
ukrainian brewer cjsc sarmat ‘sarmat’
during the year the group acquired an
effective 57 interest in pabod breweries
‘pabod’ in nigeria and an effective 80
interest in voltic international inc ‘voltic’
which has water businesses in ghana and
nigeria these acquisitions together with 
the group’s investment in southern sudan
are held on an 8020 basis with castel
in march 2009 the group acquired the 50
interest in the vietnamese brewing business
sabmiller vietnam jv company which it did
not already own
on 30 june 2008 sabmiller and molson
coors brewing company announced the
completion of the transaction to combine
the us and puerto rico operations of their
respective subsidiaries miller brewing
company and coors brewing company 
in a joint venture millercoors which began
operating as a combined entity on 1 july 2008
sabmiller has a 58 economic interest in
millercoors and molson coors has a 42
economic interest voting interests are shared
equally between sabmiller and molson
coors and each of sabmiller and molson
coors has equal board representation
the group completed the disposals of its
water business in colombia and its soft
drinks business in bolivia in february and
march 2009 respectively 
in china our associate cr snow has
continued to consolidate its position as the
country’s largest brewer with the purchase 
of a further three breweries 
subsequent to the year end the group has
acquired the outstanding 281 minority
interest in its polish subsidiary kompania
piwowarska sa in exchange for the issue of
60 million ordinary shares of sabmiller plc 
overview business review governance financial statements shareholder information
05 06 07 08 09
adjusted eps and dividend per share
us cents
150
90
120
60
30
eps
dividend
source sabmiller plc 2009 chief financial officer’s review continued
36 chief financial officer’s review sabmiller plc annual report 2009
cash flow and investment highlights
the group has a good record of generating
cash as shown in the chart above net 
cash generated from operations before
working capital movements ebitda of
us4164 million was us354 million 8
lower than last year the decrease was due
primarily to the reduction in ebitda from
north america following the formation of 
the millercoors joint venture since ebitda
as defined excludes cash flows from
associates and joint ventures dividends
received from the millercoors joint venture
reported within cash flows from investing
activities amounted to us454 million
ebitda together with the millercoors
dividends grew by 2 in the year there has
been a cash outflow from working capital 
of us493 million due principally to an
increase in receivables reflecting higher
pricing selective extension of credit terms
and increased sales to key accounts and 
an increase in inventory mainly resulting from
higher prices of commodities and the timing
of easter as a result cash generated from
operations decreased by 14 over the prior
year to us3671 million
tax paid has decreased by 21 to 
us766 million from us969 million
reflecting the timing of payments and 
oneoff settlement payments in the prior 
year which were not repeated in the year
the group has reevaluated its capital
expenditure programme in light of the
changing consumer environment and is
selectively maintaining investment to support
future growth including brewery expansions
in poland and romania and new breweries 
in russia angola mozambique southern
sudan and tanzania capital expenditure 
for the year has grown to us2073 million
2008 us1978 million capital expenditure
including the purchase of intangible assets was
us2147 million 2008 us2037 million
the group continues to reevaluate its capital
expenditure programme and this is expected
to result in lower capital expenditure in the
forthcoming year
balance sheet profile
the group has continued to strengthen 
its market position through acquisitions in
addition during the year the group contributed
its us and puerto rico operations to create a
joint venture millercoors these transactions
have altered the balance sheet profile of the
group and details are given in note 29 to the
consolidated financial statements 
the purchase price allocation for grolsch 
has been finalised during the year following
its acquisition in february 2008 which has
resulted in the recognition of additional
intangible assets and a reduction in goodwill
as outlined in note 28 of the consolidated
financial statements and the restatement 
of the balance sheet as at 31 march 2008
total assets decreased to us31619 million
from the prior year’s us36082 million
restated predominantly as a result of
currency weakness there was also an
increase of us39 million in equity earnings
attributable to minorities 
goodwill decreased by us6399 million
compared to the restated prior year amount
primarily as a result of the contribution of
goodwill relating to the miller business into
the millercoors joint venture and the impact
of foreign exchange rate changes on
goodwill denominated in currencies other
than the us dollar in addition goodwill was
reduced by impairments in europe partially
offset by goodwill arising on acquisitions in
europe and africa and asia
intangible assets decreased by 
us1307 million primarily reflecting foreign
exchange movements on intangible assets
denominated in currencies other than the 
us dollar the contribution of intangible
assets relating to the miller business into the
millercoors joint venture and amortisation 
financial structure and liquidity 
the group finances its operations through
cash generated by the business and a
mixture of short and mediumterm bank
credit facilities bank loans corporate bonds
and commercial paper in this way the group
avoids overreliance on any particular liquidity
source the group seeks to mitigate the
effect of structural currency exposures by
borrowing where cost effective in the same
currency as the functional currency of its
main business units the group borrows
principally in us dollars south african rand
euros polish zloty and colombian pesos at
both fixed and floating rates of interest 
the group also enters into derivative
transactions to manage the currency
commodities and interest rate risk arising
from its operations and financing activities 
it is group policy that no trading in financial
instruments is undertaken 
gross debt at 31 march 2009 comprising
borrowings together with the fair value of
derivative assets or liabilities held to manage
interest rate and foreign currency risk of
borrowings has decreased to us9131 million
from us9733 million at 31 march 2008 
net debt comprising gross debt net of cash
and cash equivalents has decreased to
us8722 million from us9060 million 
at 31 march 2008 the level of net debt
benefited from the weakening of local
currencies in which the debt is denominated
against the us dollar in the last quarter of 
the year an analysis of net debt is provided
in note 27b the group’s gearing presented
as a ratio of debt to equity has increased 
to 541 from 497 at 31 march 2008 
in july 2008 sabmiller plc completed a
us1250 million bond issue the notes 
have been issued pursuant to rule 144a 
and regulation s under the us securities
act of 1933 as amended in two tranches
us550 million of 55 year notes with a
coupon of 57 and us700 million of 
10 year notes with a coupon of 65 the
net proceeds of the bond issue have been
used to repay certain existing indebtedness
also in july 2008 the group established 
a us5000 million euro medium note
programme to allow the group to further
diversify its sources of funding in the future
although no notes have been issued under
the programme at this time
in august 2008 us600 million 425
guaranteed notes 2008 originally issued 
by miller brewing company but assumed
by sabmiller plc on 30 june 2008 matured
and were refinanced in full by a three year
committed bank facility during the year 
the maturity date on the us1000 million
364 day facility was extended from october
2008 to 7 october 2009 with a one year
termout clause
the average loan maturity in respect of the
fixed rate debt portfolio is 41 years 2008
39 years the weighted average interest
the following table summarises the group’s
funding structure at 31 march 2009
2009 2008
usm usm
overdrafts 300 485
borrowings 9308 9160
derivatives 487 75
finance leases 10 13
gross debt 9131 9733
cash and cash equivalents 409 673
net debt 8722 9060
maturity of gross debt
within one year 2156 2062
between one and two years 101 380
between two and five years 4324 3932
over five years 2550 3359
source sabmiller plc 2009
05 07 08 06
net cash from operations
usm
5000
4000
3000
2000
1000
09
source sabmiller plc 2009 sabmiller plc annual report 2009 chief financial officer’s review 37
rate for the total gross debt portfolio at 
31 march 2009 was 71 2008 73
reflecting the currency profile of the debt 
and movements in rates during the year
the group uses cash in hand cash from
operations and shortterm borrowings to
manage its liquidity as at 31 march 2009
the group had cash and cash equivalent
investments of us409 million 2008
us673 million
the group’s strong financial structure gives 
it adequate resources to facilitate ongoing
business along with mediumterm flexibility 
to invest in appropriate growth opportunities
and manage the balance sheet as a result 
of the aforementioned refinancings as well
as the completion of a number of smaller
committed facilities the group has increased
committed undrawn borrowing facilities 
from us1222 million at 31 march 2008 
to us2093 million at 31 march 2009 
the group has sufficient headroom to enable 
it to conform to covenants on its existing
borrowings and sufficient undrawn financing
facilities to service its operating activities 
and ongoing capital investment maturing
facilities in the next 24 months include a
us300 million bond maturing in july 2009
the aforementioned us1000 million 364 day
facility maturing in october 2009 currently
undrawn and with a one year termout
option and a number of local bank facilities
current committed headroom is sufficient to
cover all maturing facilities over the next 16
months the group has continued to be able
to access sufficient and significant funding
from a number of sources since the start 
of the financial crisis and expects to renew
maturing facilities as they fall due
interest rate foreign exchange and
credit risk management
the group’s policy is to borrow directly 
or synthetically in floating rates reflecting 
the fact that floating rates are generally 
lower than fixed rates in the medium term
however in order to mitigate against the
impact of an upward change in interest 
rates the extent to which group debt may 
be in floating rates is restricted to the lower
of a 75 of consolidated net debt and 
b the amount of net borrowings in floating
rates that would with a 1 increase in
interest rates increase finance costs by an
amount equal to but not more than 12 
of preexceptional ebitda and including 
the dividends received from millercoors 
this policy excludes borrowings arising from
recent acquisition activity and inflation linked
debt based on this policy as at 31 march
2009 35 of net borrowings were at fixed
rates taking into account financial derivatives
compared with 50 in 2008
exposure to movements in interest rates on
group borrowings is managed through interest
rate swaps and forward rate agreements 
a 1 move in interest rates would result 
in a 108 2008 065 impact to 
ebitda including dividends received from 
millercoors but excluding exceptional items
most of the group’s net assets are
denominated in currencies other than the 
us dollar with the result that the group’s 
us dollar balance sheet can be significantly
affected by currency movements the group
seeks to mitigate this impact where cost
effective by borrowing in the same
currencies as the functional currencies of 
its main operating units or by achieving the
same effect through the use of currency
swaps other than this the group does 
not hedge translation exposures
the group is also exposed to transactional
currency risk on sales and purchases
committed transactional exposures are 
fully hedged and a proportion of other
transactional exposures for a period of up to
18 months are also hedged this is principally
achieved using forward exchange contracts
the group’s counterparty credit risks arise
mainly from exposure to customers and
financial institutions the group limits the
exposure to financial institutions arising from
cash deposits of surplus funds and derivative
financial instruments by setting credit limits
based on the institutions’ credit ratings and
generally only with counterparties with a
minimum credit rating of bbb and baa3 from
standard  poors and moody’s respectively
there is no significant concentration of credit
risk with respect to trade receivables as the
group has a large number of internationally
dispersed customers
shareholder value
the value that a company returns to 
its owners is best measured by total
shareholder return tsr – a combination 
of share price appreciation and dividends
returned over the medium to long term
recent measures of shareholder return 
have been affected by the volatility of equity
indices nevertheless since sabmiller
moved its primary listing to the london
stock exchange 10 years ago in 1999 the
ftse 100 has produced a tsr of –12 to 
31 march 2009 to 31 march 2008 23
while the group has delivered a tsr of 204
to 31 march 2008 215 in sterling terms
over the same period over the last five
years the group has delivered a tsr of 87
five years to 31 march 2008 217 whereas
the ftse 100 has produced a tsr of 7
to 31 march 2008 87 in sterling terms
over the same period
accounting policies and definitions
the principal accounting policies used 
by the group are shown as note 1 to the
consolidated financial statements note 1
also includes recent accounting
developments none of which is expected
to have a material impact on the group 
in addition note 1 details the areas where a
high degree of judgement has been applied 
in the selection of a policy an assumption 
or estimates used these relate to the
assumptions used in impairment tests of
carrying values for goodwill and intangible
assets judgements in relation to provision 
for taxes where the tax treatment cannot be
fully determined until a formal resolution has
been reached with the relevant tax authority
assumptions required for the calculation of
postretirement benefit obligations estimates
of useful economic lives and residual values
for intangible assets property plant and
equipment judgements in relation to the fair
values of assets and liabilities on acquisition
and judgements as to the determination of
exceptional items 
the group’s operating results on a segmental
basis are set out in the segmental analysis 
of operations and the disclosures are in
accordance with the basis on which the
businesses are managed and according 
to the differing risk and reward profiles 
translation differences on nondollar assets
and liabilities are recognised in the statement
of total recognised income and expense 
it is not the group’s policy to hedge foreign
currency earnings and their translation is
made at weighted by monthly revenue
average rates 
malcolm wyman chief financial officer
overview business review governance financial statements shareholder information sustainable development
38 sustainable development sabmiller plc annual report 2009
integrating sustainable development 
into business planning
our 10 sustainable development priorities
focus us on the risks and opportunities that
the company faces from environmental
social and economic issues these priorities
were developed through extensive internal
and external dialogue our approach reflects
our decentralised corporate structure and
style of management allowing operations 
to function within a global framework while
giving them the flexibility to implement
programmes that best meet their local
circumstances the table on pages 40
and 41 details our 10 priorities our progress
against them in the last financial year and
our targets for the coming year 
sustainable development is integrated
into business strategy and planning
at local regional and group executive
committees and reviewed by regional
and group corporate accountability and
risk assurance committees caracs
25 reduction
our target for reduction in our
average water use per hectolitre
of lager by 2015
in 2008 we undertook further internal
dialogue and analysis to understand which 
of the 10 priorities were most material to our
businesses around the world the exercise
highlighted alcohol responsibility water 
and enterprise development as the top 
three focusing our resources in this way
enables us to pioneer new approaches 
form productive partnerships and make a
meaningful difference on issues material 
to our business and our stakeholders in 
the last 12 months for example we’ve
developed new models for managing our
water resources and enterprise development
and have continued to embed our new
alcohol framework across the business
a new water strategy
water is a key raw material for beer our
analysis suggests that 12 markets across all
continents will face water scarcity by 2025
during the year we announced a new water
strategy which takes a comprehensive
approach to managing water risks within 
our value chain
at the core of the strategy is a target to
improve our own water efficiency by 25 per
litre of lager produced reducing consumption
from 46 hectolitres of water per hectolitre of
lager produced hlhl to 35 hlhl by 2015
we have also made commitments to
engage with agricultural suppliers to
understand the water risks they face and
to work with local communities to provide
clean water where we can in addition we
are building partnerships with ngos such
as wwf and the nature conservancy to
reduce water risk in some of the agricultural
areas and watersheds where we operate 
we have also developed a robust strategy 
in response to the critical issue of climate
change at the heart of this strategy is a 
new target to reduce fossil fuel emissions
from energy use on our sites by 50 per 
hectolitre of lager produced by 2020 we 
aim to achieve this through greater energy
efficiency and by utilising renewable energy
opportunities such as spent grains from the
brewing process 
enterprise development 
our value chains can have a major impact on
national economies as we reported last year
independent research showed that while we
employed around 9000 people directly in
south africa nearly 380000 depended on
our value chains for their jobs – a multiple of
nearly 140 or 3 of employment in south
africa this year professor ethan kapstein
of insead business school researched the
impact of our business in uganda here he
found that while we employ around 430
people directly some 44000 depend on
the value chain for employment – a factor
of around 1100 the challenge now is 
how we can enhance this contribution 
during the year we engaged
pricewaterhousecoopers to review our
smallholder farming projects around the
world typically smallholder farmers own
small plots of land often less than four
hectares on which they grow crops such as
barley or sorghum for use in our breweries
our aim was to understand how these
projects could best be structured both 
to deliver business value and to improve 
their socioeconomic impact covering 
five markets in africa and india the review
concluded that the most successful projects
were those based on genuine partnerships 
in which governments local ngos and
international agencies played different 
and appropriate roles 
our business in africa is creating new lower
cost beers for consumers who currently buy
alcohol produced in the informal sector with
all its associated risks of lack of regulation
and dangers to health we are striving to 
use locally sourced crops in our products
creating employment for both smallholder
farmers and distributors in africa we have
plans to buy crops from up to 44000 local
farmers by 2012 
discouraging irresponsible drinking
following the launch of our alcohol
framework last year we have developed a
comprehensive internal alcohol education
programme which is currently being rolled
out across our business the programme
provides a common platform for all our
employees to further understand debate 
and embrace their role in promoting alcohol
responsibility in the workplace at home 
and in the community it also has a module
for employees who work in marketing 
trade marketing and sales to ensure that 
we continue to market and advertise our 
beers responsibly
we launched the talkingalcoholcom website
last year the site provides accurate and
balanced information to parents retailers
medical and health experts policy makers
and consumers it has been translated into
six languages – czech hungarian italian
despite the difficult economic conditions we will not
compromise our commitment to sustainable development 
it is a core part of our business it underpins our ability to 
grow and our licence to operate we understand that our 
longterm profitability depends on being part of successful
economies where jobs are created incomes grow and 
quality of life improves sabmiller plc annual report 2009 sustainable development 39
polish russian and spanish all of these
sites have now been launched with the
exception of the italian version which 
will go online in the next year
for further details refer to principal risks 
on page 10
50 reduction
our target for fossil fuel emissions
from our onsite energy use per
hectolitre of lager produced by 2020
partnerships for sustainable growth
any business that wants to succeed over the
long term knows that flourishing sustainable
communities are at the heart of development
we support the principles of the united
nations global compact ungc and we
were a founding signatory of the ungc ceo
water mandate as part of our support of 
the millennium development goals mdgs
we’re seeking partners from civil society and
government to help improve the development
impact of our business activities through
our engagement with the business call to
action on the mdgs as a member of
business action for africa and as a partner
company of the world economic forum 
we are learning from civil society and other
businesses and sharing our own insights 
valuing and empowering our people
we attract develop and reward people 
who are passionate about the growth of 
the business and want to make a significant
contribution we recognise our employees’
desire to make a difference and seek to
provide a culture of accountability challenge
and opportunity that will enable them to 
do so we reward employees for their
contribution and aim to provide a safe 
fair and rewarding working environment
we invest in training and development in
many forms including structured courses 
and management and executive learning
programmes delivered through the latest 
elearning technologies or facilitated by
leading educational institutions 
our employees cover a vast mix of cultures
beliefs and backgrounds we value and
respect this diversity and seek to create an
inclusive culture where variety is positively
encouraged we recognise that diversity is
applied differently according to local norms
and regulations but we require all operations
to establish policies and processes covering
ethnicity gender and disability
health and safety 
during the year we recorded 1310 industrial
injuries down from the 1446 reported last
year overall days lost through injury are
down to 11728 from 12809 in 2008
it is with regret that we report three employee
fatalities in our business during the year the
first involved one of our sales representatives
in honduras who was killed during a robbery
in response we have established a minidepot
to reduce the number of smaller customer
visits that we have to make in the area
in malawi an employee together with a
contractor were both killed during a robbery
when returning from a sales visit the third
occurred in angola and related to an
accident at one of our operations 
transparency and ethics
during the year we introduced a new code
of business conduct and ethics which
applies to all employees we also expect all
third parties acting on our behalf to comply
with this code in all their interactions we
have a whistleblowing system to alert senior
management to any cases where individuals
may fall short of legislation and our internal
codes and standards for further details
refer to the corporate governance report
on page 56
the sustainable development report is
available on our website and contains a
detailed overview of our activities across each
of the 10 sustainable development priorities
colombia working in partnership 
to protect a river basin
our colombian business bavaria is working
with the nature conservancy and bogotá
water company to protect the basin that
provides water to bogotá the basin is being
seriously deforested particularly by cattle
breeders wanting to create grazing land to
produce milk deforestation affects the local
ecosystems and while it doesn’t reduce 
the capacity of the basin to produce water 
it means that more sediment is washed 
into the supply this in turn means higher
costs for the water company and ultimately
its customers
bavaria has invested us145000 in the
project this money will be used to develop
partnerships with the cattle breeders to
improve their production methods and
reduce sedimentation in the river
overview business review governance financial statements shareholder information
protecting the watershed that supplies our
brewery in bogotá
for our full sustainable
development report 
go to sabmillercom sustainable development continued
overview of progress
40 sustainable development sabmiller plc annual report 2009
discouraging
irresponsible
drinking 
making more beer
with less water 
reducing our
energy and carbon
footprint 
packaging reuse
and recycling 
working towards
zerowaste
operations 
why it is a priority
our beer adds to the
enjoyment of life for the
overwhelming majority 
of consumers we care 
about the harmful effects 
of irresponsible alcohol
consumption and we 
engage stakeholders 
and work collectively 
with them to address
irresponsible consumption
targets we set last year
■ conduct an alcohol
education programme for
all sabmiller employees
■ continue to engage with key
alcohol stakeholders at the
local and international level
■ launch a website to provide
accurate and balanced
resources on alcohol for 
our consumers employees
and other interested
stakeholders
progress we have made
■ strengthened internal
capabilities by developing 
a comprehensive employee
alcohol education
programme training of
employees continues
■ engaged with a range 
of stakeholders including 
the who
■
launched t alkingalcoholcom
website to provide accurate
and balanced information
targets for this year
■
continue with the alcohol
education training
programme for all sabmiller
employees
■ continue regular
engagement with
independent experts on
alcoholrelated issues
■ promote talkingalcoholcom
to more stakeholders
wwwsabmillercom
alcoholresponsibility
why it is a priority
water quality and availability
are under threat in some 
parts of the world we aim 
to be more efficient in our
water use understand our
watersheds and engage 
with our suppliers this will 
cut costs reduce risks and
benefit local communities
targets we set last year
■ improve water efficiency
■ undertake watershed
mapping exercises 
for around 30 sites in 
areas at risk of longterm
water stress
■ undertake a detailed 
water footprinting exercise 
to evaluate the water use 
in our supply chain
progress we have made
■ developed new water
strategy
■ agreed new global water
target ie reduce water 
used per hectolitre of lager
by 25 by 2015
■ improved water efficiency 
to 45 hlhl
■ undertook watershed
mapping in approximately
30 sites
■
completed detailed value
chain water footprinting
exercise in south africa
targets for this year
■
make progress towards 
new global water target
■
undertake detailed value
chain water footprint in the
czech republic
■ develop new stakeholder
partnerships to address
water supply and quality
risks
■ invest in a total of four new
waste water treatment
plants within our african
european and latin
american regions
wwwsabmillercom
water
why it is a priority
we use energy to produce
and transport our products
we must become more
efficient manage our carbon
footprint and explore cleaner
sources of energy this will
save money and resources
and reduce our greenhouse
gas emissions
targets we set last year
■ improve energy efficiency
■ develop a flexible carbon
footprinting tool to evaluate
the carbon impact of
business decisions such as
choice of packaging material
or distribution method
■ partner cocacola to trial
‘eko’ low greenhouse gas
emission fridges in our soft
drinks division in south
africa
progress we have made
■ established new carbon
strategy and target ie
reduce fossil fuel emissions
from our sites per hectolitre
of lager by 50 by 2020
■ improved energy efficiency
to 143 mjhl lager
■ developed carbon
footprinting tool – now
deployed throughout
european brewing
operations
■
trialled lowcarbon fridges 
in south africa
targets for this year
■
make progress towards 
new carbon target
■
develop renewable energy
toolkit for our operations
■ improve our management 
of carbon in distribution 
and retail refrigeration
wwwsabmillercom
energy
why it is a priority
packaging protects our
products but has wider
impacts by reducing the
weight of our packaging
reusing bottles and
encouraging recycling 
we’re saving money and 
raw materials and reducing
pressure on local waste
services
targets we set last year
■ trial biodegradable shrink
wrap in further markets with
different climate conditions
eg south africa
■ identify more sustainable
packaging materials and
inks
■ evaluate recycling and 
reuse infrastructure for
markets which may
introduce pet packaging
progress we have made
■ biodegradable shrinkwrap
trial successfully completed
in south africa
■ pet recycling and reuse
infrastructure research
begun but not completed
■ researched sustainable
packaging material and inks
to determine their potential
targets for this year
■
extend the evaluation of
recycling and reuse pet
infrastructure with market
reviews in honduras
romania south africa 
usa and zambia
■ develop bottle selection 
tool to assist lightweighting
wwwsabmillercom
packaging
why it is a priority
much of our waste can 
be a valuable resource for 
farmers and food producers
as well as a potential energy
source we aim to minimise
the amount of waste we 
send to landfill so saving
money and reducing its 
environmental impact
targets we set last year
■ reduce the percentage 
of waste going to landfill
■ investigate new
opportunities for our 
brewing wastes including
renewable energy
progress we have made
■ percentage of waste we
reuse or recycle has
reduced to 89 this is
partly due to improved data
collection and reporting
■ formed partnership with uk
government and university
of nottingham to look at
generating energy from
spent grains
targets for this year
■
investigate more ways 
to reuse brewery waste
■
increase percentage of
waste recycledreused
in line with aspiration to
achieve a zerowaste
brewery system
wwwsabmillercom
waste
our 10 sustainable development priorities focus on the opportunities and
risks resulting from the overall impact of our activities – environmental social
and economic the table below shows why we consider each to be a
priority the progress we’ve made and our future direction sabmiller plc annual report 2009 sustainable development 41
overview business review governance financial statements shareholder information
encouraging
enterprise
development in our
value chains 
benefiting
communities 
contributing to the
reduction of
hivaids 
respecting 
human rights 
transparency 
and ethics 
why it is a priority
we recognise that our 
influence extends beyond 
our own immediate operations
to include those of our value
chain partners – for example
suppliers of raw materials and
distributors of our products
targets we set last year
■ review our smallholder
farmer programmes to
understand the business
and social value added 
and expand and improve
their impact
■ include social ethical and
environmental criteria in
evaluating suppliers of 
raw materials such as
packaging
progress we have made
■ pricewaterhousecoopers
pwc review of smallholder
farmers completed and
report published
■ created new enterprise
development model
reflecting best practice
■ developed and launched
smallholder farming project
toolkit
■
we continued to
communicate our
responsible sourcing
principles to suppliers
targets for this year
■
publish analysis of the 
economic impact of our
activities in the value chain 
in honduras and uganda
■ increase number of
smallholder farmers 
within our value chain
wwwsabmillercom
enterprisedevelopment
why it is a priority
the prosperity of communities
and that of our operations 
are codependent our
corporate social investment
csi activities aim to improve
the quality of life for local
people helping us to build
strong relationships with
communities consumers 
and our employees
targets we set last year
■ improve the focus of our
activities on our strategic
csi issues of water
enterprise development 
and hivaids
■ continue to expand our
entrepreneurship
programmes and identify the
value added to improve the
quality of these activities
progress we have made
■ increased our focus on the
global priorities of water and
enterprise development
■ undertook internal review 
of entrepreneurship
programmes and developed
bestpractice guide
targets for this year
■
expand scope and funding
of our entrepreneurship
development programmes
■
develop water csi
programme for africa
wwwsabmillercom
communities
why it is a priority
the hivaids pandemic 
is particularly relevant to 
our operations in africa we
have programmes in place 
for our employees and their
families and are developing
programmes for local
communities and suppliers
where appropriate these
initiatives are helping to
ensure the wellbeing of our
staff and the stability of our
workforce
targets we set last year
■ increase participation 
of employees and their
spouses in annual voluntary
counselling and testing
vct
■ increase the percentage of
hivpositive spouses and
dependants on managed
healthcare programmes
■
increase number of peer
educators in our businesses
progress we have made
■ increased the percentage 
of employees and spouses
participating in annual vct
■ of the spouses forecast to
be hivpositive 20 are
now on managed healthcare
programmes
■ increased the number 
of peer educators by 47
targets for this year
■
further increase percentage
of hivpositive employees
and spouses on our
managed healthcare
programme
■ undertake an updated
costbenefit analysis of our
hivaids programmes
wwwsabmillercom
hivaids
why it is a priority
we conduct our business 
with respect for national
cultures and different local
laws norms and traditions
we promote the values of 
the international community
notably the universal
declaration of human rights
targets we set last year
■ introduce our new code 
of business conduct and
ethics
■ contribute to human rights
dialogues on a national and
global level
progress we have made
■ new code of business
conduct and ethics
launched and rolled out
across the group
■ engaged in human rights
dialogues in colombia 
and elsewhere
targets for this year
■
engage in community
impact studies of the value
chains of our soft drinks
business in el salvador
and zambia
■ participate in international
dialogues on the basic right
to water through un ceo
water mandate
wwwsabmillercom
humanrights
why it is a priority
there is both a demand and
an opportunity for companies
to be more transparent about
their sustainable development
sd performance we’re
committed both to transparent
sd reporting and to high
ethical standards in general
to this end we have a code
of business conduct and
ethics which applies to all
employees we also expect 
all third parties acting on our
behalf to comply with this
code in all their interactions
targets we set last year
■ conduct detailed
investigations into
sustainable development
issues throughout the 
value chain in four of 
our emerging markets
■ improve qualitative dialogue
between operations through
training sustainable
development champions
within each region
progress we have made
■ conducted detailed
investigations in 10 markets
through internal reviews 
and pwc farming review
■ began training sustainable
development champions
targets for this year
■
train regional sustainable
development champions
through web seminars 
with leading experts
■ continue stakeholder
dialogues on alcohol water
and enterprise development
wwwsabmillercom
transparency board of directors
42 board of directors sabmiller plc annual report 2009
graham mackay 59 ● ▲
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
malcolm wyman 62 ● ▲
ca sa 
chief financial officer
malcolm wyman joined sab ltd in 1986
and joined the board as group corporate
finance director in 1990 he was appointed
to the board of south african breweries plc
upon its listing on the london stock exchange
in 1999 
he became chief financial officer in 
2001 with responsibility for the group’s
finance operations corporate finance 
and development and group strategy
prior to joining sab ltd he was an
executive director of ual merchant 
bank south africa 
meyer kahn 69 ● ■
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
geoffrey bible 71 ■
fca aust acma
geoffrey bible joined the board in 2002
following completion of the miller brewing
company transaction he served as chief
executive officer of altria group inc from
1994 until april 2002 and as chairman of
the altria board from january 1995 until
august 2002 when he retired he also
served as chairman of the board of kraft
foods inc from march 2001 until his
retirement in august 2002 he is a member
of the board of trian acquisition 1 corp
john manzoni 49 ● ◆
beng meng mba
john manzoni joined the board in 2004 
he is president and chief executive officer
of talisman energy inc prior to joining
talisman in september 2007 he was 
chief executive of refining and marketing 
of bp plc he joined bp in 1983 and was
appointed to the bp plc board in january
2003 he is a member of the advisory 
board of the stanford graduate school 
of business and the accenture energy
advisory board
miles morland 65 ■ ◆ ❖
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 chairman of indochina capital
vietnam holdings a director of the dubai
group ukraine opportunity trust plc
southwest energy bvi ltd and of various
companies investing in the emerging world 
dambisa moyo 40
phd mpa mba bsc 
dambisa moyo joined the board in 
june 2009 she is an economist and
commentator on international aid strategies
and economics and worked at goldman
sachs for eight years in the debt capital
markets hedge fund coverage and global
macroeconomics teams previously 
she worked at the world bank in
washington dc 
dambisa is a patron for absolute return 
for kids ark a hedge fund supported
children’s charity and serves on the 
board of the lundin for africa foundation
she also serves on the board of room 
to read an education charity
carlos alejandro pérez dávila 46
ba mphil
carlos pérez joined the board in 2005
following completion of the bavaria
transaction he is a managing director at
quadrant capital advisors inc and serves
on the board and executive committee of
valorem sa he is also a director of caracol
television sa comunican sa and the
queen sofia spanish institute he was
previously an investment banker at goldman
sachs  co sg warburg  co and violy
byorum  partners  sabmiller plc annual report 2009 board of directors 43
overview business review governance financial statements shareholder information
dinyar devitre 62 ❖
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 asia society
and the brooklyn academy of music and 
is a director of the lincoln center for the
performing arts inc
liz doherty 51 ❖
bsc hons fcma
liz doherty joined the board in 2006 she is
chief financial officer of brambles limited
prior to joining brambles in december 2007
she was group international finance director
of tesco plc before joining tesco in 2001
she held a number of commercial and
strategic positions in unilever plc including
senior vice president finance – central 
 eastern europe financial director –
unilever thai holdings and financial
director frigo españa 
robert fellowes 67 ● ■ ◆ ❖
lord fellowes joined the board in 1999 
he is chairman of barclays private bank
barclays wealth and was private secretary
to the queen from 1990 until 1999 having
joined the royal household in 1977 from 
a career in the london money market 
he is a trustee of the rhodes trust and 
the mandelarhodes foundation he is 
also on the board of the british library 
john manser 69 ● ■ ◆ ❖
cbe dl fca
john manser joined the board in 2001 
he is chairman of intermediate capital
group plc and shaftesbury plc and 
deputy chairman of colliers cre plc 
he was previously chairman of hiscox
investment management ltd london asia
chinese private equity fund limited and
robert fleming holdings limited a former
member of the president’s committee of 
the british banking association a director
of the securities and investments board
between 1986 and 1993 and is a past
chairman of the london investment
banking association
rob pieterse 66 ●
rob pieterse joined the board in 2008 
he is chairman of the supervisory boards 
of mercurius groep bv and royal grolsch
nv he is a member of the supervisory
boards of essent nv and csm nv 
he serves on the boards of veuo the
association of dutch listed companies 
and of europeanissuers 
he spent 25 years at the multinational
information services company wolters
kluwer nv where he was chairman from
2000 until 2003 he was a nonexecutive
director of mecom group plc between
november 2007 and january 2009
cyril ramaphosa 56 ● ■
bproc lldhc
cyril ramaphosa joined the board of 
sab ltd in 1997 and was appointed to 
the board of south african breweries plc
upon its listing on the london stock
exchange in 1999 he is executive
chairman of shanduka group joint 
nonexecutive chairman of mondi plc 
and mondi limited and holds directorships
in macsteel global bv mtn group ltd
the bidvest group standard bank and
alexander forbes he also serves on the
board of the commonwealth business
council 
alejandro santo domingo 
dávila 32 ■
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 and is also
a member of the board of the usbased
dkms americas foundation 
● corporate accountability and risk
assurance committee carac
▲ executive committee
■ nomination committee
◆ remuneration committee
❖ audit committee executive committee
44 executive committee sabmiller plc annual report 2009
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 54
bbussc hons mba 
managing director and
chairman sab ltd
norman adami was reappointed
managing director and chairman
of the south african breweries
limited sab ltd in october
2008 he first joined sab ltd 
in 1979 and has held a number 
of senior positions in the group
these include regional director
operations director managing
director and chairman sab ltd
president and chief executive
officer miller brewing company
and president and chief executive
officer sabmiller americas
mark bowman 42
bcom mba
managing director
sabmiller africa
mark bowman was appointed
managing director of sabmiller
africa in october 2007 he joined
sabmiller’s beer division in 1993
and has held various senior
positions in the group these
include managing director of
sabmiller’s polish subsidiary
kompania piwowarska sa
managing director of amalgamated
beverage industries ltd abi now
the soft drinks division of sab
ltd and chairman of appletiser
alan clark 49
ma dlitt et phil
managing director
sabmiller europe
dr clark was appointed managing
director sabmiller europe in
2003 he joined sab ltd in 1990
as training and development
manager he has since held a
number of senior positions in 
the group including marketing
director sab ltd managing
director abi and chairman
appletiser south africa pty ltd
before joining the group he
practised as a clinical psychologist
and lectured in psychology at
vista university in south africa
sue clark 45
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 
john davidson 50
ma bcl oxon
general counsel and
group company secretary
sabmiller plc
john davidson joined the group
as general counsel and group
company secretary in 2006
before joining the group he spent
his entire legal career at lovells 
a leading international law firm
where he had been a partner
since 1991 he has worked on
numerous projects for sabmiller
since lovells was first appointed
as the group’s principal uk legal
adviser in 1998 including the
london listing in 1999 the 
miller peroni and bavaria group
transactions and various bond
and equity financings
nick fell 55
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 51
ba hons
director supply chain 
 human resources
sabmiller plc 
tony van kralingen was appointed
director supply chain  human
resources for the sabmiller 
group in october 2008 he joined
sab ltd in 1982 and has held a
number of senior positions in the
group these include operations
director and marketing director
sab ltd chairman  chief
executive officer plzenský
prazdroj as and most recently
chairman and managing director
sab ltd he is accountable for
the global technical function 
and chairman of the global
sourcing council
ari mervis 45
bcom
managing director
sabmiller asia
ari mervis was appointed
managing director of sabmiller
asia in october 2007 he joined
abi in 1989 and has held 
various senior positions in sales
marketing finance and general
management he has been
managing director of swaziland
bottling company and appletiser
as well as managing director of
sabmiller operations in russia
and australia
barry smith 59
bsc mba
president 
sabmiller latin america
barry smith was appointed
president sabmiller latin
america in 2007 and prior to 
this he was president sabmiller
south america from 2005 
he joined sab ltd in 1984 
and has held a number of senior
positions in the group these
include marketing director 
sab ltd managing director
kompania piwowarska sa and
senior vice president market
development and strategy 
miller brewing company directors’ report
sabmiller plc annual report 2009 directors’ report 45
the directors have pleasure in submitting their report to shareholders
together with the audited annual financial statements for the year
ended 31 march 2009
principal activities and business review 
sabmiller plc is a holding company which has brewing and 
beverage interests across six continents the principal subsidiaries
associates and joint ventures of the company are listed in note 34 to
the consolidated financial statements the principal activities of the 
group are the manufacture distribution and sale of beverages 
the company is required by the companies act 2006 to produce 
a fair review of the business of the group including a description of
the principal risks and uncertainties it faces its development and
performance during the year and the position of the group at the 
end of the year the business review including a review of the
development and performance of the group during the financial year
its position at the end of the year likely future developments in the
business of the group key performance indicators and a description
of the principal risks and uncertainties facing the group is set out on
pages 4 to 37 of this annual report other key performance indicators
and information relating to environmental matters employee matters
and social and community issues required by the business review are
set out in the sustainable development review on pages 38 to 41 of
this annual report
significant acquisitions disposals financing transactions
investments and material developments during the year
in may 2008 the company announced that it had agreed to acquire 
a 9984 interest in the ukrainian brewer cjsc sarmat the
acquisition was subject to approval by the ukrainian competition
authorities and completed in july 2008
also in may 2008 the company announced that it had reached an
agreement in principle with anheuserbusch ‘ab’ to acquire the us
import rights for the grolsch brand which ab had acquired prior to
the company’s acquisition of grolsch this agreement was concluded
in july 2008 with the rights being transferred to the group’s us joint
venture millercoors with effect from 1 august 2008 
in june 2008 the company announced that subject to customary
preclosing conditions it had agreed to acquire the russian brewer
llc vladpivo those conditions were satisfied the same month 
on 1 july 2008 millercoors began operating as a combined entity
the company and molson coors brewing company had signed a
definitive agreement to combine the us and puerto rico businesses
of their subsidiaries miller and coors in december 2007 closing 
of the transaction was subject to obtaining regulatory clearance and
this was obtained in june 2008 after the us department of justice
completed its antitrust review sabmiller has a 58 economic
interest in millercoors and molson coors has a 42 economic
interest voting interests are shared equally
also in july 2008 the company announced the completion of 
a us1250 million bond issue the notes were issued in two 
tranches us550 million of 55 year notes with a coupon of 57
and us700 million of 10 year notes with a coupon of 65 the net
proceeds of the offering were used to repay existing indebtedness 
in the same month the company announced the establishment of a
us5000 million euro medium term note programme to allow the
group to further diversify its sources of funding in the future no notes
have been issued under the programme at this time
in august 2008 the company announced that its colombian
subsidiary bavaria sa had agreed to dispose of its agua brisa
bottled water business and assets to cocacola femsa and the
cocacola company for a consideration of us92 million the sale
which was subject to approval by the colombian competition
authorities and other customary preclosing conditions was
completed in february 2009
in december 2008 the group acquired an interest in pabod 
breweries in nigeria and in the following month agreed to acquire 
an interest in voltic international inc voltic has water businesses in
ghana and nigeria in accordance with an agreement with castel
castel subsequently acquired an interest in the holding company 
of pabod and voltic and at year end the group held a 57 effective
interest in pabod and an 80 effective interest in voltic
in january 2009 the company announced that its romanian
subsidiary ursus breweries ‘ursus’ had acquired a 71 interest 
in the romanian brewer bere azuga the acquisition was subject 
to approval by the romanian competition authorities and this was
granted after 31 march 2009 in accordance with local securities
laws ursus will launch a mandatory public tender offer for the 
shares it does not own as soon as regulatory approval is given 
also in january 2009 the company announced the establishment 
of a guaranteed mediumterm note programme by sabmiller plc 
and its whollyowned subsidiary racetrack perú sa the maximum
aggregate principal amount of notes that may be outstanding at 
any time under the programme is pen 1500 million approximately
us500 million although no notes have yet been issued under the
programme should any notes be issued in the future the company
expects they will be admitted to the official list of the uk listing
authority and admitted to trading on the professional securities
market of the london stock exchange 
in february 2009 china resources snow breweries limited 
‘cr snow’ an associate of the company and a subsidiary of china
resources enterprise limited announced that it had agreed to
acquire three breweries in the anhui liaoning and zhejiang provinces
of china in three separate transactions cr snow acquired the
respective brewing assets of anqing tianzhu beer company limited
liaoning songlin brewery group company limited and zhejiang luck
beer company limited through three newlyformed subsidiaries in
which it owns 80 85 and 100 equity interests respectively 
in march 2009 cr snow announced that it had agreed to acquire the
brewing assets of shandong hupo brewery through the formation of
a new joint venture cr snow will initially own a 90 equity interest
and plans to acquire the additional 10 within three years of the
formation of the joint venture
also in march 2009 the company announced that it had acquired 
the residual 50 interest in sabmiller vietnam jv company limited
held by its joint venture partner vietnam dairy products joint 
stock company
in the same month the company announced that subsidiaries of
bavaria sa had completed the sale of bebidas y aguas gaseosa
occidente srl its pepsi bottling operations in bolivia to subsidiaries
of quilmes industrial sa quinsa a subsidiary of anheuserbusch
inbev sanv for a total consideration of us27 million
post balance sheet events
in may 2009 the company acquired the outstanding 281 minority
interest in its polish subsidiary kompania piwowarska sa from
kulczyk holding sa ‘kulczyk’ in exchange for 60 million new
sabmiller shares following completion of the transaction on
29 may 2009 kulczyk held approximately 382 of the enlarged
issued ordinary share capital of sabmiller
overview business review governance financial statements shareholder information directors’ report continued
46 directors’ report sabmiller plc annual report 2009
dividends
an interim dividend of 16 us cents per share was paid to shareholders
on 5 december 2008 in respect of the year ended 31 march 2009
details of the final dividend proposed by the board for the year ended
31 march 2009 are set out below
amount of final dividend 
proposed by the board 42 us cents per share
total proposed dividend for the 
year ended 31 march 2009 58 us cents per share 
if approved the final dividend will be payable to shareholders on
either section of the register at 21 august 2009 in the following way
dividend payable on 28 august 2009 
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 17 august 2009 for shares traded
on the jse limited south africa
19 august 2009 for shares traded
on the london stock exchange
lse
the rate of exchange for conversion from us dollars will be calculated
on 30 july 2009 and published on the rns of the lse and the sens
of the jse limited on 31 july 2009
note 9 to the consolidated financial statements discloses dividends
waived
directors
the names and biographical details of the current directors are 
set out on pages 42 and 43 with the exception of mr pieterse 
who was appointed to the board on 15 may 2008 and dr moyo
who was appointed to the board on 1 june 2009 all directors 
served throughout the period both lord renwick and ms ramos
also served on the board during the period lord renwick served 
as a director of the company until his retirement on 31 july 2008 
ms ramos was appointed to the board on 15 may 2008 but in
consequence of her accepting an appointment as group chief
executive of absa group limited in south africa was unable to
continue to act as a director of the company and resigned with 
effect from 26 february 2009 details of the interests in shares 
andor options of the directors who held office during the period 
and any persons connected to such directors are set out in the
remuneration report on pages 57 to 65
corporate governance 
the directors are committed to maintaining high standards of
corporate governance which they see as fundamental to discharging
their stewardship responsibilities the board strives to provide the
right leadership strategic oversight and control environment to
produce and sustain the delivery of value to all of the company’s
shareholders the board applies integrity principles of good
governance and accountability throughout its activities and each
director brings independence of character and judgement to the role
all of the members of the board are individually and collectively aware
of their responsibilities to the company’s stakeholders statements of
our application of the combined code on corporate governance are
set out in the corporate governance report on pages 49 to 56 and the
remuneration report on pages 57 to 65
share capital 
during the year the issued ordinary share capital of the company
increased from 1505779276 shares of 10 us cents each to
1585366969 shares of 10 us cents each 2219355 new ordinary
shares were issued to satisfy the exercise of options granted under
the sabmiller plc mirror executive share purchase scheme the
sabmiller plc approved executive share option scheme the
sabmiller plc executive share option no 2 scheme and the
sabmiller plc international employee share scheme
in connection with the unwinding of the safari structure during the
year as referred to in last year’s directors’ report and notice of annual
general meeting 77 368338 nonvoting convertible participating
shares of 10 us cents each in the capital of the company were
converted into ordinary shares and were acquired by the company 
on 26 february 2009 and are now held as treasury shares within 
the meaning of section 162a3 of the companies act 1985 
in addition the company has 50000 deferred shares of £1 each in
issue no nonvoting convertible participating shares convertible
participating shares or deferred shares were issued during the year
purchase of own shares 
at the last annual general meeting shareholder authority was
obtained for the company to purchase its own shares up to a
maximum of 10 of the number of ordinary shares in issue on 
14 may 2008 this authority is due to expire at the earlier of the 
next annual general meeting or 31 october 2009 and remains
exercisable provided that certain conditions relating to the purchase
are met the notice of annual general meeting proposes that
shareholders approve a resolution updating and renewing the
authority allowing the company to purchase its own shares 
shares in the company were purchased during the year by the 
trustee of the company’s employee benefit trust details of which 
are provided in the remuneration report additionally as noted above
in connection with the unwinding of the safari structure the company
acquired 77368338 shares which it now holds as treasury shares
while the total consideration paid for these shares amounted to
us1176875166 the whole amount of the consideration was paid
between group companies the company did not repurchase any
further shares during the year for the purpose of cancellation holding
in treasury or for any other purpose
annual general meeting 
the company’s annual general meeting for 2009 will be held at the
intercontinental london park lane one hamilton place london
w1v 7qy uk at 1100 am on friday 31 july 2009 notice of this
meeting may be obtained from the company’s website
donations
during the year the group invested us348 million in corporate
social investment programmes of which us8865000 represented
charitable donations of this amount us994302 were charitable
donations made by the company and miller brands uk limited 
for the benefit of various causes both in the uk and overseas
comprising donations in respect of community development health
and education the environment and other causes this included a
donation of us84448 made to the down’s syndrome association
a charity registered in england and wales during her time in office
ms ramos waived all board and committee fees due to her and
asked that a donation equivalent to those fees be made by the
company to this charity sabmiller plc annual report 2009 directors’ report 47
it remains the group’s policy that political donations are only made by
exception and where permitted by local laws and must be consistent
with building multiparty democracy
in march 2009 the board announced following due consideration that
the group would provide funding to political parties in the 2009 south
african elections these contributions amounted to us06 million
r5 million and were distributed across six parties the group made
contributions at the same level in the run up to the 1999 and 2004
elections and has not made any other political donations in south
africa outside of the national election cycle it is the board’s belief 
that great strides have been made in recent years to foster a vibrant
multiparty democracy in south africa and sabmiller is proud to 
have made a contribution to that achievement
miller brewing company made contributions to individual candidates
for political office and to party committees in the usa where permitted
by applicable campaign finance laws political donations in the usa
are an accepted part of the local sociopolitical environment these
contributions amounted to us245312 in aggregate
the group’s subsidiary in el salvador made donations totalling
us160000 to a number of parties participating in the legislative 
and presidential elections additionally a donation of soft drinks 
to the value of us4822 was made to support volunteers of the
various political parties during the election process in honduras 
the group’s subsidiary donated soft drinks to the value of us3579
to participants in the primary elections for the benefit of volunteers
assisting during the elections
the board has reaffirmed the group’s policy not to make donations 
to political organisations in the european union
employment environmental and social policies 
the aim of the group is to be the employer of choice in each country
in which it operates in order to achieve this each operating company
designs employment policies which attract retain and motivate the
highest quality of staff 
the group is committed to an active equal opportunities policy 
from recruitment and selection through training and development
appraisal and promotion to retirement within the constraints of 
local law it is our policy to ensure that everyone is treated equally
regardless of gender colour nationality ethnic origin race disability
marital status sexual orientation religion or trade union affiliation 
in the event of employees becoming disabled efforts are made to
allow them to continue in their role or a suitable alternative role
through making reasonable adjustments
all employees of all sabmiller group companies must adhere to 
a refreshed code of business conduct and ethics this sets out
our core principles of business conduct and ethics including being
fair and ethical in all our dealings and treating people with dignity 
and respect the group is committed to the 10 principles of the
united nations global compact this framework sets out universally
accepted principles in the areas of human rights labour the
environment and anticorruption the company’s website sets 
out these principles and the group’s progress towards them
the group is committed to regular communication and consultation
with employees and encourages employee involvement in the
performance of the company during the year the group launched 
a quarterly global newsletter the newsletter is distributed to all of 
the group’s businesses to help inform employees about what is
happening in our businesses globally further information is provided
to employees at a regionalcountry level by way of newsletters and
electronic communication certain employees throughout the group
are eligible to participate in the group’s share incentive plans
the sustainable development review on pages 38 to 41 gives an
overview of the progress on the group’s 10 environmental and social
sustainable development priorities 
research and development 
to ensure improved overall operational effectiveness the group
places considerable emphasis on research and development in 
its global technical activities this enables us to develop new
products packaging processes and manufacturing technologies
good progress was made in the group’s ongoing research in the 
key areas of raw materials brewing flavour stability packaging
materials and energy and water saving our total investment 
in research and development in the year under review was 
us7 million 2008 us9 million
payment of suppliers 
the group’s policy is to pay invoices in accordance with the 
terms of payment agreed in advance at the year end the amount
owed by the group to trade creditors was equivalent to 363 days 
2008 328 days of purchases from suppliers
overseas branches 
the company does not have any branches registered overseas
going concern and audit 
page 66 details the directors’ responsibilities for preparing the
consolidated financial statements as set out in that statement 
the directors are satisfied that sabmiller plc is a going concern 
so far as each director is aware there is no relevant audit information
of which the group’s auditors are unaware and each director has
taken all the steps necessary that he or she ought to have taken as a
director in order to make himself or herself aware of the relevant audit
information and to establish that the group’s auditors are aware of
that information 
pricewaterhousecoopers llp have expressed their willingness 
to continue in office as auditors and resolutions proposing their
reappointment and authorising the board to set their remuneration
will be submitted to the forthcoming annual general meeting
directors’ indemnities 
the company has granted rolling indemnities to the directors
uncapped in amount in relation to certain losses and liabilities 
which they may incur in the course of acting as directors of the
company or of one or more of its subsidiaries the company
secretary and deputy company secretary have also been granted
indemnities on similar terms covering their roles as company
secretary and deputy company secretary respectively of the
company and as directors or as company secretary of one or more 
of the company’s subsidiaries the board believes that it is in the best
interests of the group to attract and retain the services of the most
able and experienced directors and officers by offering competitive
terms of engagement including the granting of such indemnities 
the indemnities were granted at different times according to the law
in force at the time and where relevant are categorised as qualifying
thirdparty indemnity provisions as defined by section 309b of the
companies act 1985 and section 234 of the companies act 2006
they will continue in force for the benefit of directors and officers for
as long as they remain in their positions
substantial shareholdings 
details of notifications received by the company in accordance 
with the disclosure and transparency rules as at 1 june 2009 and 
of persons with significant direct or indirect holdings known to the
company at year end are set out in the ordinary shareholding
analyses on page 157 of this annual report 
financial instruments 
information on the financial risk management objectives and policies
of the group and details of the group’s exposure to price risk credit
risk liquidity risk and cash flow risk are contained in note 22 to the
consolidated financial statements
overview business review governance financial statements shareholder information directors’ report continued
48 directors’ report sabmiller plc annual report 2009
other companies act disclosures
the company does not have any contractual or other arrangements
that individually are essential to the business of the company
following the implementation of the takeovers directive into uk 
law the directors’ report is required to disclose certain additional
information irrespective of whether the company is involved in a
takeover situation 
the structure of the company’s share capital including the rights 
and obligations attaching to each class of share and the percentage
of the share capital that each class of share comprises is set out in
note 25 to the consolidated financial statements there are no
securities of the company that grant the holder special control rights
at year end the company’s employee benefit trust held 5746387
ordinary shares in the company by agreement with the company the
trustees do not exercise the voting rights attached to these shares
the directors are responsible for the management of the business 
of the company and may exercise all the powers of the company
subject to the company’s memorandum and articles of association
and relevant statutes powers of the directors relating to the issuing
and buying back of shares are set out in the articles of association
such powers are subject to renewal by the shareholders of the
company each year at the annual general meeting 
the company’s articles of association give the board of directors
power to appoint directors the articles of association may be
amended by special resolution of the shareholders directors
appointed by the board are required to submit themselves for 
election by the shareholders at the next annual general meeting of 
the company additionally as disclosed in the corporate governance
report on pages 49 to 56 altria group inc ‘altria’ and bevco ltd
‘bevco’ have power under their respective relationship agreements
with the company to nominate directors for appointment to the board
and certain committees these relationship agreements also regulate
processes applicable in relation to the acquisition or disposal of
shares by altria and bevco 
the company’s articles of association allow directors in their absolute
discretion to refuse to register the transfer of a share in certificated
form which is not fully paid or the transfer of a share in certificated
form on which the company has a lien if that share has been
admitted to the official list the board may not refuse to register the
transfer if this would prevent dealings in the company’s shares from
taking place on an open and proper basis they may also refuse to
register a transfer of a share in certificated form unless the instrument
of transfer is lodged duly stamped if stampable at the address at
which the register of the company is held or at such other place as
the directors may appoint and except in the case of a transfer by a
financial institution where a certificate has not been issued in respect
of the share is accompanied by the certificate for the share to which
it relates and such other evidence as the directors may reasonably
require to show the right of the transferor to make the transfer is in
respect of only one class of share and is in favour of not more than
four transferees jointly
transfers of shares in uncertificated form must be made in accordance
with and subject to the uncertificated securities regulations the
‘regulations’ the facilities and requirements of the relevant crest
system and such arrangements as the board may determine in relation
to the transfer of certificated shares subject to the regulations
transfers of shares listed on the jse limited ‘jse’ in uncertificated
form must be made in accordance with and subject to the securities
services act 2004 the rules and directives of the jse and strate
ltd certificated shares may be transferred prior to dematerialisation
but share certificates must be dematerialised prior to trading in the
strate environment
in addition subject to the regulations and each act and statutory
instrument concerning and affecting companies for the time being 
in force and in exceptional circumstances approved by the fsa 
the board may refuse to register a transfer of a share including a 
fully paid share if the refusal does not disturb the market in the
company’s shares
pursuant to the company’s code for securities transactions directors
and persons discharging managerial responsibilities require and
employees may in certain circumstances require approval to deal 
in the company’s shares
no shareholder shall unless the directors otherwise determine 
be entitled in respect of any share held by himher to vote either
personally or by proxy at a shareholders’ meeting or to exercise 
any other right conferred by membership in relation to shareholders’
meetings if any call or other sum presently payable by himher to 
the company in respect of that share remains unpaid in addition 
no shareholder shall be entitled to vote if heshe has been served 
with a notice after failing to provide the company with information
concerning interests in those shares required to be provided under
section 793 of the companies act 2006 restrictions on the rights 
of the holders of convertible shares and deferred shares are set out 
in note 25
votes may be exercised in person by proxy or in relation to
corporate members by a corporate representative the deadline 
for delivering proxy forms is 48 hours before the time for holding 
the meeting
the company is also required to disclose any significant agreements
that take effect alter or terminate upon a change of control following
a takeover bid the company has a number of facility agreements
with banks which contain provisions giving rights to the banks upon 
a change of control of the company a change of control of the
company would also give the cocacola company certain rights
under its bottling agreements with various subsidiaries of the
company similarly in certain circumstances a change of control 
may give china resources enterprise limited the ability to exercise
certain rights under a shareholder agreement in relation to the
company’s associate cr snow a change of control may also give
the molson coors brewing company the ability to exercise certain
rights under the millercoors operating agreement
the company does not have any agreements with any director 
or officer that would provide compensation for loss of office or
employment resulting from a takeover 
listing rules disclosures related party transaction
on 13 may 2009 the company agreed to acquire the outstanding
281 minority interest in the company’s polish subsidiary kompania
piwowarska sa from kulczyk holding sa in exchange for 
60 million new ordinary shares in the company the acquisition was
completed on 29 may 2009 and kulczyk holding sa now holds
382 of the company’s enlarged issued ordinary share capital
excluding treasury shares based upon sabmiller’s closing share
price on wednesday 13 may 2009 of £1220 per share and an
exchange rate of £1us152 the value of the consideration for the
transaction was us1110 million kulczyk holding sa was a related
party of sabmiller because it is a member of a group of companies
connected to dr jan kulczyk who at the time the transaction was
entered into was a nonexecutive director and member of the
supervisory board of kompania piwowarska sa
john davidson 
general counsel and group company secretary 
for and on behalf of the board of sabmiller plc
1 june 2009 corporate governance
sabmiller plc annual report 2009 corporate governance 49
1 the directors’ report on corporate
governance
the directors are committed to maintaining high standards of
corporate governance which they see as fundamental to discharging
their stewardship responsibilities the board strives to provide the
right leadership strategic oversight and control environment to produce
and sustain the delivery of value to all of the company’s shareholders
the board applies integrity principles of good governance and
accountability throughout its activities and each director brings
independence of character and judgement to the role all of the
members of the board are individually and collectively aware of their
responsibilities to the company’s stakeholders and the board keeps
its performance and core governance principles under regular review
the principal governance rules applying to uk companies listed on
the london stock exchange are currently contained in the combined
code on corporate governance adopted by the financial reporting
council in june 2006 the combined code
this report describes the board’s approach to corporate governance
and explains how it applies the combined code
2 application of the combined code
the board applied the principles and provisions of the combined
code throughout the year ended 31 march 2009 except in the
following respects
a for the first six weeks of the year from 1 april to 14 may 2008 at
least half the board excluding the chairman were not independent
for the purposes of the combined code in furtherance of the
board’s commitment to the progressive renewal of its membership
two new independent directors ms ramos and mr pieterse were
appointed and joined the board on 15 may 2008 with effect from
15 may 2008 therefore and throughout the rest of the year to 
31 march 2009 at least half of the board excluding the chairman
were independent for the purposes of the combined code 
b the audit committee did not consist solely of independent
directors as the committee included mr devitre an altria group
inc ‘altria’ nominee who is not independent for the purposes 
of the combined code
the only nonexecutive directors excluding the chairman who do
not meet the independence requirements of the combined code 
are those four directors who were nominated by the company’s major
shareholders pursuant to agreements entered into in connection with
transactions which were approved by the company’s shareholders
the terms of these agreements which also account for the audit
committee not consisting solely of independent directors are
described more fully below
3 board of directors composition 
and independence
since the year end a further independent nonexecutive director 
dr dambisa moyo has been appointed to the board this appointment
enhances the independence and balance of the board and continues
the process of progressive renewal biographical details of dr moyo
are included on page 42
the board currently consists of the chairman mr kahn eight
independent nonexecutive directors including lord fellowes 
the senior independent director four nonexecutive directors who
are not considered to be independent and two executive directors
mr mackay the chief executive and mr wyman the chief financial
officer biographical information concerning each of the directors is
set out on pages 42 and 43
the size and certain aspects of the composition of the board and of
the audit nomination and corporate accountability and risk assurance
committees are determined primarily by the terms of our relationship
agreement with altria which was originally approved by shareholders
in 2002 as part of the miller transaction and was amended with
shareholders’ approval in 2005 as part of the bavaria transaction and
by the terms of our relationship agreement with bevco ltd ‘bevco’
a holding company of the santo domingo group which was approved
by shareholders in 2005 as part of the bavaria transaction
the agreement with altria limits the size of the board to a maximum 
of 15 directors of whom no more than two are to be executive
directors up to three are to be nonexecutive directors nominated 
by altria up to two are to be nonexecutive directors nominated by
bevco and up to eight are to be nonexecutive directors appointed
by the board the agreement with bevco allows bevco to nominate
up to two nonexecutive directors for appointment to the board
the board is grateful to altria for its indulgence in permitting for 
the time being the maximum number of directors allowed under 
the relationship agreement to be exceeded in order to assist the
company to meet the requirements of the combined code altria 
has also for the time being elected not to exercise its right to
nominate a third director for appointment to the board
altria and bevco have each exercised their right under their
respective agreements to nominate one director for appointment 
to the nomination committee bevco has the right to nominate 
one director for appointment to the corporate accountability and 
risk assurance committee carac although it has not exercised 
this right and altria has the right to nominate one director for
appointment to the audit committee which it has exercised
the board considers eight directors – ms doherty lord fellowes
mr manser mr manzoni mr morland dr moyo mr pieterse and
mr ramaphosa – to be independent for the purposes of the
combined code the board considers four nonexecutive directors
not to be independent for the purposes of the combined code
mr bible and mr devitre as they are nominees of altria the
company’s largest shareholder and mr santo domingo and
mr pérez as they are nominees of the santo domingo group 
the company’s second largest shareholder the chairman mr kahn
who is a former chief executive of the company and has served
continuously on the board or on the board of the company’s
predecessor since 1981 although he has been a director of the
company only since 1999 and as chairman is deemed not to 
be independent under the combined code
for ease of reference directors’ independence status for combined
code purposes is indicated in the table on page 50
lord renwick of clifton retired from the board on 31 july 2008 
after nine years of distinguished service as a nonexecutive director
ms maria ramos and mr rob pieterse were appointed to the board
on 15 may 2008 as independent nonexecutive directors but in
consequence of her subsequent appointment as group chief
executive of absa group limited in south africa ms ramos 
was most regrettably unable to continue to act as a director of the
company and was obliged to resign from the board on 26 february
2009 with effect from 1 june 2009 the board has appointed 
dr moyo as an additional independent nonexecutive director 
to replace ms ramos
overview business review governance financial statements shareholder information directors’ attendance 1 april 2008 to 31 march 2009 and committee memberships
board audit remuneration nomination carac
independent attended possible attended possible attended possible attended possible attended possible agm
j m kahn na 66 1122 ✓
e a g mackay ✕ 66 22 ✓
m i wyman ✕ 66 22 ✓
g c bible ✕ 56 01 ✓
d devitre ✕ 5644 ✓
m e doherty ✓ 6644 ✓
lord fellowes ✓ 6644441122 ✓
p j manser ✓ 6644341122 ✓
j a manzoni ✓ 66 34 22 ✓
m q morland ✓ 66444411 ✓
ˆ
c a pérez dávila ✕ 66 ✓
r pieterse ✓ 44 22 ✓
m c ramaphosa ✓ 66 1122 ✓
m ramos ✓ 4433 ✓
lord renwick ✕ 33 ✓
a santo domingo dávila ✕ 66 11 ✓
 considered to be independent for combined code purposes
■ mr bible was unable to attend one meeting of the board and one meeting of the nomination committee as a result of the illness of a family member
■ mr devitre was unable to attend one meeting of the board as a result of a clash with an altria board meeting
■ mr manser was unable to attend one meeting of the remuneration committee as a result of illness
■ mr manzoni was unable to attend one meeting of the remuneration committee as a result of a longstanding prior engagement
■ dr moyo is not included in the table as she joined the board with effect from 1 june 2009
corporate governance continued
50 corporate governance sabmiller plc annual report 2009
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 10 years since the company listed on the london stock
exchange sabmiller has been fortunate to retain the services of
several distinguished nonexecutive directors – the chairman lord
fellowes mr morland and mr ramaphosa – for the entire period
they have provided considerable stability to the board since the
listing in 1999 and the board has benefited greatly from the presence
of individuals who have over time gained valuable insight into the
group its markets and the industry the provisions of the combined
code require the board to consider where a director has served for 
a period of more than nine years whether that director continues to
be independent in respect of each of the three independent directors
lord fellowes mr morland and mr ramaphosa the board has
considered specifically whether their length of service has compromised
their independence in each case the board has determined that the
director concerned remained independent of character and judgment
and that there were no relationships or circumstances which were
likely to affect or could appear to affect the director’s judgment 
and that the independence of character and judgment of each of 
the directors concerned was not in any way affected or impaired 
by length of service the board has also conducted a rigorous review
of the performance of the chairman lord fellowes mr morland and
mr ramaphosa and considers that each of these directors brings
invaluable integrity wisdom and experience to the board and that
they continue to contribute positively to board and committee
deliberations therefore the board is entirely satisfied as to the
performance and continued independence of judgement of each 
of these directors 
under the combined code directors who have served for more than
nine years are required to stand for annual reelection and in line with
the board’s prior determination that they should do so each of the
chairman and lord fellowes mr morland and mr ramaphosa will
again offer himself for reelection for a term of one year the board
does not consider it to be in the interests of the company or
shareholders to require all directors who have served for nine years 
or longer to retire at the same time and strongly favours ensuring
continuity and stability through orderly succession as noted lord
renwick retired from the board on 31 july 2008 following nine year’s
service to the board with the recent and unexpected resignation of
ms ramos and her replacement having been recruited very recently
the board considered that the retirement of another experienced
longserving director this year would be undesirable and would not 
be in the interests of the company or its shareholders 
while recognising the benefits of the experience and stability brought
by its longstanding directors the board remains committed to the
progressive renewal of board membership having acted during the
year to bring about the appointment of ms ramos mr pieterse and
dr moyo 
the board considers that the composition of the audit committee
remains appropriate given altria’s interest as the company’s largest
shareholder and is satisfied that having regard to the terms of the
relationship agreement between the company and altria and the
experience and background in financial matters of mr devitre the
independence and effectiveness of the audit committee in discharging
its functions in terms of the combined code continue to be
considerably enhanced and not compromised 
4 how the board operates 
41 board meetings and attendance
during the year there were six board meetings individual directors’
attendance at board and committee meetings and at the annual
general meeting is set out in the table below in the few instances
where a director has not been able to attend a board or committee
meeting any comments which he or she has had arising out of the
papers to be considered at that meeting have been relayed in
advance to the relevant chairman sabmiller plc annual report 2009 corporate governance 51
42 operation of the board 
the board sets the strategic objectives of the group determines
investment policies agrees on performance criteria and delegates 
to management the detailed planning and implementation of those
objectives and policies in accordance with appropriate risk parameters
the board monitors compliance with policies and achievement against
objectives by holding management accountable for its activities
through monthly and quarterly performance reporting and budget
updates in addition the board receives regular presentations on 
a rotational basis from the divisional managing directors as well as
from directors of key group functions marketing corporate affairs
supply chain and human resources and legal enabling it to explore
specific issues and developments in greater detail
board and committee meetings are held in an atmosphere of
intellectual honesty of purpose integrity and mutual respect 
requiring reporting of the highest standard by management and
direct robust and constructive challenge and debate among 
board and committee members
43 matters reserved for the board 
there is a schedule of matters which are dealt with exclusively by the
board these include approval of financial statements the group’s
business strategy the annual capital expenditure plan major capital
projects major changes to the group’s management and control
structure material investments or disposals risk management
strategy social and environmental policy and treasury policies
the board governs through clearly mandated board committees
accompanied by monitoring and reporting systems each standing
board committee has specific written terms of reference issued by 
the board and adopted in committee the terms of reference of the
audit remuneration and nomination committees are available on 
the company’s website or on request from the company secretary 
all committee chairmen report orally on the proceedings of their
committees at the next meeting of the board and the minutes of 
the meetings of all board committees are included in the papers
distributed to board members in advance of the next board meeting
44 conflicts of interest
from 1 october 2008 directors have been required to avoid a
situation where they have or can have a direct or indirect interest
that conflicts or possibly may conflict with the company’s interests
as permitted by the companies act 2006 the articles of association
of the company were amended at the 2008 annual general meeting
to allow the board to authorise potential conflicts of interest that 
may arise and to impose such limits or conditions as it thinks fit
procedures have been put in place for the disclosure by directors of
any such conflicts and for the appropriate authorisation to be sought
if a conflict arises these procedures have been operating effectively
45 the roles of executive and nonexecutive directors 
the executive directors are responsible for proposing strategy and 
for making and implementing operational decisions nonexecutive
directors complement the skills and experience of the executive
directors bring an independent judgement and contribute to the
formulation of strategy policy and decision making through their
knowledge and experience of other businesses and sectors
46 information and training 
the board and its committees are supplied with full and timely
information including detailed financial information to enable
directors to discharge their responsibilities all directors have access
to the advice of the company secretary independent professional
advice is also available to directors in appropriate circumstances 
at the company’s expense and the committees have been provided
with sufficient resources to undertake their duties none of the
directors has sought independent external advice through the
company the company secretary is responsible for advising the
board through the chairman on matters of corporate governance
following the appointment of new directors to the board directors 
are briefed on the duties they owe as directors to the company and
tailored induction programmes are arranged which involve 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 business unit level and are advised of
the legal and other duties they have as directors of a listed company
as well as on relevant company policies and governancerelated
matters the company arranges for major shareholders to have the
opportunity to meet new appointees the company is also committed
to the continuing development of directors in order that they may build
on their expertise and develop an ever more detailed understanding 
of the business and the markets in which group companies operate
members of board committees are encouraged to attend internal 
and external briefings and courses on aspects of their respective
committee specialities and regular updates on relevant legal regulatory
corporate governance and technical developments are presented to
committee members and as appropriate to the board
47 outside appointments 
nonexecutive directors may serve on a number of outside boards
provided that they continue to demonstrate the requisite commitment
to discharge effectively their duties to sabmiller the nomination
committee keeps the extent of directors’ other interests under review
to ensure that the effectiveness of the board is not compromised 
the board is satisfied that the chairman and each of the nonexecutive
directors commit sufficient time to the fulfilment of their duties as
chairman and directors of the company respectively
the board believes in principle in the benefit of executive directors
and members of the executive committee accepting nonexecutive
directorships of other companies in order to widen their experience
and knowledge for the benefit of the company accordingly executive
directors and members of the executive committee are permitted to
accept external nonexecutive board appointments subject to the
agreement of the board and are allowed to retain any fees received
from such appointments
mr mackay is a nonexecutive director of reckitt benckiser group plc
and is the senior independent director and a member of the
remuneration committee of that company he is also a member of the
board of philip morris international inc and serves on its compensation
and leadership development finance and product innovation and
regulatory affairs committees fees earned by mr mackay from his
appointments are set out in the remuneration report on page 62
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 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 gives mr mackay additional insight and knowledge which
enhance his ability to fulfil his duties as chief executive of the company
mr mackay is currently the only executive director or member of the
executive committee serving on the board of another public company
48 chairman chief executive and senior independent
director 
the roles of chairman and chief executive are separate with
responsibilities divided between them this separation of
responsibilities is formalised in their respective letters of appointment
approved by the board there were no significant changes to the
chairman’s external commitments during the year
the chairman is available to consult with shareholders throughout 
the year and in the month prior to the annual general meeting he
also invites major shareholders to meet with him to deal with any
issues the board is kept informed of the views of shareholders
through regular updates from the chairman the company secretary
and the executive directors as well as through the inclusion in the
board papers of reports on commentaries of and exchanges with
shareholders and investor bodies
overview business review governance financial statements shareholder information corporate governance continued
52 corporate governance sabmiller plc annual report 2009
the senior independent director is lord fellowes lord fellowes is
chairman of carac and also serves on the audit remuneration and
nomination committees he is therefore well placed to influence the
governance of the company and to meet his responsibilities as senior
independent director lord fellowes serves as an additional contact
point for shareholders should they feel that their concerns are not
being addressed through the normal channels lord fellowes is 
also available to fellow nonexecutive directors either individually or
collectively to discuss any matters of concern in a forum that does
not include executive directors or the management of the company
in the year under review the chairman hosted a meeting of the 
nonexecutive directors without the executive directors present 
lord fellowes has in addition held a meeting of nonexecutive
directors without the presence of the chairman at which among
other things the performance of the chairman was discussed
49 board committee and director performance evaluation 
a formal evaluation of the performance and effectiveness of the 
board and of the audit remuneration nomination and corporate
accountability and risk assurance committees is carried out each
year led by the chairman with input from the senior independent
director and in consultation with other directors and the company
secretary the process was this year facilitated by completion by
each director of a detailed questionnaire examining the effectiveness
and operation of the board and its committees dr moyo was not
included in this process which had been completed before she
joined the board
the performance of the chief executive is reviewed by the
remuneration committee and this review is shared with and
considered by the board the performance of the chief financial
officer is reviewed by the chief executive and the remuneration
committee and reported on to the board by the remuneration
committee each nonexecutive director’s performance is evaluated
by the chairman in consultation with the senior independent
director who in turn consults with the executive directors and the
company secretary the chairman’s performance is evaluated
against the same criteria by the senior independent director the 
nonexecutive directors and the company secretary taking into
account the views of the executive directors
in considering the contribution of individual directors for the year
under review performance was assessed against the company’s
selected criteria of strategy expertise in their field ethics and
governance factors commitment profile knowledge of the industry
and team contribution culminating in an overall contribution rating
the chairman was satisfied that the performance criteria used
adequately covered all of the appraisal factors suggested by the
higgs report with the exception of ‘attendance and preparation’ 
he was satisfied all directors attained a high level of attendance and
preparation a rating scale of ‘poor’ ‘below average’ ‘average’
‘above average’ and ‘fully satisfactory’ was used in assessing
directors’ performance against the criteria the performance and
contribution of each director was assessed as either ‘above average’
or ‘fully satisfactory’ while recognising the importance of the
different roles played by individual directors in bringing a balanced
overall view to the board in reviewing the performance of the board
and its committees the chairman and the senior independent
director were aligned in their conclusion that measured against 
the principal duties expected of it the board including by extension
its standing and ad hoc subcommittees continued to operate
effectively and to meet in full its obligations to support management
to monitor performance across a wide area and to maintain its
strategic oversight
in a meeting of the chairman the senior independent director the
committee chairmen and the company secretary the results of the
performance and effectiveness evaluations conducted in respect of
the board each of the directors the chairman the senior
independent director and each of the board’s four standing
committees were reviewed regarding the board committees 
each of the committee chairmen expressed their views regarding 
the operation of his committee against its terms of reference and 
the performance and effectiveness of that committee these 
views were discussed in an open and constructive manner with
recommendations arising from the discussions being brought 
forward to the board and the respective committees it was agreed
that the minor matters which had been identified through the director
questionnaire process as requiring further consideration would be
addressed the conclusion of this meeting was that the board was
balanced and operated effectively and that the board committees
discharged their duties under which their respective terms of
reference operated effectively each of the directors and the 
chairman had been assessed to be performing at least satisfactorily
and continued to demonstrate commitment to their respective roles
and to devote sufficient time to the fulfilment of their duties
the results of the performance and effectiveness assessment
process as outlined above were reviewed in full and approved 
by the board 
at the forthcoming annual general meeting four directors 
mr bible ms doherty mr pérez and mr santo domingo are required
to seek reelection in accordance with the company’s articles of
association having served for three years since their last election 
as previously mentioned the chairman lord fellowes mr morland
and mr ramaphosa have each served continuously on the board 
for more than nine years and accordingly offer themselves for 
reelection annually
the chairman confirms that each of the directors offering themselves
for reelection continues to perform effectively and to demonstrate
commitment to their role in addition the chairman confirms that 
in relation to each of the directors who will have served for over 
nine years the board is satisfied with their performance and has
determined that the length of their service does not compromise 
their independence lord fellowes as senior independent director
confirms that the chairman continues to perform effectively and to
demonstrate commitment to his role 
biographical details of dr moyo who is standing for election and of
the directors who are standing for reelection are included on pages
42 and 43 of this report
410 retirement of directors 
new directors are subject to election at the first annual general
meeting following their appointment and directors are subject 
to retirement and reelection by shareholders every three years 
the reappointment of nonexecutive directors is not automatic 
the board has determined that nonexecutive directors who have
served for nine years will be asked to stand for reelection annually
provided that the board remains satisfied both with the director’s
performance and that nine years’ continuous service does not
compromise the director’s continuing independence
411 the company secretary 
the company secretary acts as secretary to the board and 
its committees and he attended all meetings during the year 
under review
5 the board’s committees and the
executive committee 
51 the executive committee 
the board delegates responsibility for determining and implementing
the group’s strategy and for managing the group to the chief
executive mr graham mackay who is supported by the executive sabmiller plc annual report 2009 corporate governance 53
committee excom which he chairs excom members are appointed
by mr mackay the other members of excom are the chief financial
officer mr wyman the divisional managing directors responsible for
managing the group’s regional hubs latin america europe africa
and asia the managing director of the south african breweries
limited the directors of key group functions marketing corporate
affairs and supply chain and human resources and the general
counsel and group company secretary excom’s purpose is to
support the chief executive in carrying out the duties delegated to
him by the board and in that context excom coordinates brand 
and operational execution delivers strategic plans budgets and
financial reports for the board’s consideration and through the 
chief executive reports on these matters to the board
excom also ensures that effective internal controls are in place and
functioning and that there is an effective risk management process 
in operation throughout the group
52 the disclosure committee 
the disclosure committee consists of the chairman the chief
executive the chief financial officer a designated nonexecutive
director lord fellowes and the company secretary or the deputy
company secretary the function of the disclosure committee in
accordance with the group’s inside information policy is to assure
compliance with the disclosure and transparency rules and the
listing rules and to ensure that the routes of communication
between excom members the disclosure committee the general
counsel’s office the company secretarial office and investor 
relations are clear and provide for rapid escalation to the disclosure 
committee and key advisers of any decision regarding potential 
inside information so that the company is able to comply fully with 
its continuing obligations under the disclosure and transparency
rules and the listing rules
53 the audit committee 
during the year under review the audit committee was chaired by
mr manser who has been chairman of the committee since may
2002 mr manser qualified as a chartered accountant in 1964 and
was made a fellow of the institute of chartered accountants in 1976
further biographical information concerning mr manser is set out on
page 43 
lord fellowes mr morland mr devitre and ms doherty served on the
committee throughout the year mr morland has been a member of
the committee from its first meeting on 13 april 1999 lord fellowes
was appointed to the committee on 1 june 2001 ms doherty on
1 april 2006 and mr devitre on 16 may 2007 ms ramos was
appointed to the committee with effect from 31 july 2008 and served
until her resignation on 26 february 2009 the chairman has recent
and relevant financial experience as does ms doherty who is chief
financial officer of brambles limited and was previously group
international finance director of tesco plc and mr devitre having
until 31 march 2008 held the position of chief financial officer of
altria the committee met four times during the year the external
auditors the chief executive the chief financial officer and the 
chief internal auditor attended each meeting by invitation other
members of the management team attended as required 
the work of the committee during the year included consideration 
of the following matters
■ in respect of the 2008 year end the annual financial statements
and the preliminary announcement before their submission to 
the board for approval including consideration of the group on 
a going concern basis with particular reference to balance sheet
and treasury considerations
■ the interim financial statements and interim announcement 
■ reports from the external auditors on the annual and interim
financial statements approval of the audit plan and fee proposal
for the 2009 year end
■ 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 
■ progress achieved during the year to position the group to achieve
substantive compliance with section 404 of the us sarbanes
oxley act although the company is not an sec registrant and 
is not required to comply with sarbanesoxley standards
■ the results of the group’s biannual letters of representation 
and management’s investigation and followup of any instances 
of noncompliance
■ the internal control environment and risk management systems
and the group’s statement on internal control systems prior to
endorsement by the board
■ material litigation affecting the group
■ the recommendation to the board of the reappointment of
pricewaterhousecoopers llp as the external auditors and
■ the terms of reference and the effectiveness of the committee
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 during the year the chief internal auditor 
left the company to pursue other career opportunities while a
permanent replacement is being recruited an interim chief internal
auditor has been appointed the committee has been fully involved 
in this process 
the chief internal auditor including the interim chief internal auditor
has direct access to the committee primarily through its chairman
the committee has access to subsidiary company internal audit
leadership the reports of the divisional audit committees are also
available to the audit committee 
during the year the committee met with the external auditors and
with the chief internal auditor without management being present 
54 the nomination committee 
during the year the nomination committee was chaired by mr kahn
lord fellowes mr bible mr manser mr morland mr ramaphosa and
mr santo domingo were members of this committee throughout the
year the committee is empowered to consider the composition of
the board and its committees it is asked to consider the retirement
appointment and replacement of directors and is required to make
appropriate recommendations to the board 
the nomination committee has continued to evaluate the balance 
of skills knowledge and experience of the board and is committed 
to the progressive renewal of the board through orderly succession
appropriate succession plans for the nonexecutive directors for 
the executive directors and for senior management were also kept
under review 
where nonexecutive vacancies arise the committee may use 
the services of external consultants in order to identify suitable
candidates for the board to consider candidates are shortlisted 
for consideration by the nomination committee on the basis of 
their relevant corporate or professional skills and experience 
in accordance with the terms of the relationship agreement with 
altria the only executive directors appointed to the board are the
chief executive and the chief financial officer
overview business review governance financial statements shareholder information corporate governance continued
54 corporate governance sabmiller plc annual report 2009
55 the remuneration committee 
the committee consists entirely of independent directors mr morland
chairman lord fellowes mr manzoni and mr manser 
the committee is empowered by the board to set shortterm and
longterm remuneration for the executive directors more generally
the committee is responsible for the assessment and approval of 
a broad remuneration strategy for the group and for the operation 
of the company’s sharebased incentive plans this includes
determination of shortterm and longterm incentives for executives
across the group 
the remuneration committee has implemented its strategy of
ensuring that employees and executives are rewarded for their
contribution to the group’s operating and financial performance 
at levels which take account of industry market and country
benchmarks to ensure that the executives’ goals are aligned 
to those of the company share incentives are considered to be
critical elements of executive incentive pay during the year the
committee engaged the services of consultants kepler associates
these consultants have no other connection with the company 
at levels below the company’s executive committee the company’s
management consults among others hay consulting and towers
perrin on a project basis 
specifically during the year the work of the remuneration committee
included
■ reviewing trends in uk executive remuneration and governance
■ reviewing the key elements of the group’s longterm incentive
schemes including peer comparator group composition
■ considering and approving for submission to the company’s
shareholders new share option plans to replace the then existing
plans which had been due to expire
■ reviewing benchmarking methodologies and outcomes
■ reviewing and approving performance hurdles for short 
and longterm incentive awards
■ reviewing and approving longterm incentive awards for 
executive committee members
■ reviewing and approving total remuneration for the executive
directors and
■ reviewing and approving the draft remuneration report
more details of the company’s remuneration policy can be found in
the remuneration report on pages 57 to 65
56 the corporate accountability and risk assurance
committee carac 
lord fellowes chaired the committee throughout the year mr kahn
mr mackay mr manser mr manzoni mr ramaphosa and mr wyman
served as members for the entire period mr pieterse joined the
committee on 31 july 2008 additionally the director of corporate
affairs ms clark met regularly with the chairman of carac to
discuss implementation and planning issues and attended all
meetings of the committee 
the objective of carac is to assist the board in the discharge of 
its responsibilities in relation to corporate accountability including
sustainable development corporate social responsibility corporate
social investment and ethical commercial behaviour more details 
of the committee’s activities can be found in the sustainable
development review section of this report and in the company’s
separate sustainable development report which is available on 
the company’s website and upon request in hard copy 
during the year the carac focused on companyspecific and
industry issues which are critical to protecting the company’s 
licence to operate
6 relationship with auditors 
pricewaterhousecoopers were appointed as auditors of 
the company on 8 february 1999 subsequently becoming
pricewaterhousecoopers llp pwc in 2003 
the company has in place a formal policy on auditor independence
and nonaudit services with which the external auditors are required
to comply to ensure that the independence of the auditors is not
impaired by the nature of nonaudit work the policy stipulates work
which is permitted or not permitted to be performed by the auditors
and provides for appropriate approval and oversight processes 
as a further safeguard pwc confirm in a formal report to the audit
committee that processes to ensure compliance with this policy are 
in place and that these processes are monitored regularly this report
includes a statement that in their opinion pwc believe that the
nature of its nonaudit services has not impaired the audit of the
company note 3 to the consolidated financial statements has a
breakdown of nonaudit services provided to the group by the
auditors for the year under review
the audit committee is satisfied that for the period under review the
independence of the auditors has not been affected by the provision
of nonaudit services
the committee has also implemented a formal system for the review
of the effectiveness of the external auditors this process involves 
the external auditors presenting to the committee their proposed
audit strategy followed by the output of their initial discussions with
management at the audit committee meeting in may the external
auditors present the output of their detailed yearend work in making
its assessment of external auditor effectiveness the committee
reviews the audit engagement letters before signature by management
reviews the external auditors’ summary of group and subsidiary
issues and management’s response to the summary and conducts
an overall review of the effectiveness of the external audit process
and the external auditors this review is facilitated by the use of
templates that rate effectiveness across 18 critical criteria
7 relations with shareholders 
during the year the company has continued to promote dialogue 
with its major institutional shareholders all shareholders were again
encouraged to attend the annual general meeting which provides
shareholders with the opportunity to ask questions of the board and
chairmen of all the board committees all resolutions were put to a
poll at the annual general meeting in 2008 voting at the meeting 
was conducted electronically with the results being published on 
the regulatory news service and on the company’s website 
alongside the facilities offered by the company secretary’s
department the company maintains a dedicated investor relations
function which reports to the director of corporate affairs the
investor relations team builds and maintains longterm relationships
with institutional investors and analysts and in partnership with our
corporate and divisional management teams and within the scope 
of regulatory constraints gives presentations on regional business
outlooks and strives to ensure that these are understood across 
the global equity markets in subsequent onetoone meetings 
with investors occasional business site visits are also arranged
dialogue on socially responsible investment is handled by the 
head of sustainable development in the corporate affairs
department who undertakes focused briefings with interested
investors and stakeholders 
in addition to scheduled managementled programmes in which
executives interact with investors and analysts the chairman has sabmiller plc annual report 2009 corporate governance 55
independently initiated formal contact with all shareholders or their
representatives holding more than 1 of the issued share capital of
the company the purpose of this contact is to enable the chairman
to address any queries shareholders may have regarding the
governance of the company or nonoperational aspects of company
strategy it is also more broadly designed to give the board a greater
awareness of shareholder concerns alongside the chairman the
senior independent director is also available to discuss issues with
shareholders and views expressed will be communicated by the
chairman to the board as part of this initiative the chairman offers
to meet with significant shareholders in the month before the annual
general meeting specifically to deal with issues arising from the annual
report and notice of the annual general meeting all nonexecutive
directors of the company are invited to participate in this process
institutional and shareholder comment on the annual report is
conveyed to the board through the audit and remuneration
committees and the company secretary
8 risk management 
the group’s risk management system is subject to regular review to
ensure compliance with the requirements of the combined code and
the turnbull guidance 2005 on internal control and risk management
and is designed to deliver value to the operating businesses
81 risk and the board of directors 
the directors are ultimately responsible for the group’s risk
management system and for reviewing its effectiveness the risk
management system is designed to manage rather than eliminate
the risk of failure to achieve business objectives and there is an
ongoing process in place for identifying assessing managing
monitoring and reporting on the significant risks faced by individual
group companies and by the group as a whole this process has
been in place for the year under review up to the approval of the
annual report and accounts the principal risks and uncertainties
facing the group are set out on page 10
82 executive committee 
excom has specific responsibility as the risk management committee
for the group’s system of risk management excom reviews the
group’s significant risks and subsequently reports to the board on
material changes and the associated mitigating actions
in accordance with the turnbull guidance 2005 reviews on the
effectiveness of the risk management system were carried out by 
the risk management committee in april and september 2008 and 
in april 2009
83 enterprisewide risk management 
excom views the careful and appropriate management of risk as a
key management role managing business risk to deliver opportunities
is a key element of all our business activities this is undertaken using
a practical and flexible framework which provides a consistent and
sustained approach to risk evaluation the business risks which may
be strategic operational financial environmental or concerning the
group’s reputation are understood and visible the business context
determines in each situation the level of acceptable risk and controls
we continue to seek improvement in the management of risk by
sharing best practice throughout the organisation
key features of the group’s system of risk management are
■ group statements on strategic direction ethics and values 
■ clear business objectives and business principles
■ an established risk policy 
■ a continuing process for identification and evaluation of significant
risks to the achievement of business objectives 
■ management processes in place to mitigate significant risks to an
acceptable level 
■ ongoing monitoring of significant risks and internal and external
environmental factors that may change the group’s risk profile and
■ a regular review by the group of both the type and amount of
external insurance that it buys bearing in mind the availability of
such cover its cost and the likelihood and magnitude of the risks
involved
in addition to excom’s biannual reports to the board on key risks
there is a process of regular reporting to the board through the 
audit committee on the status of the risk management process
key annual reports include those that identify rank monitor and
measure strategic operational and financial risks in each division 
and on a group basis
9 internal control 
the turnbull guidance sets out best practice on internal control for
uk listed companies to assist them in assessing the application of 
the combined code’s principles and compliance with the combined
code’s provisions with regard to internal control 
the group’s systems of internal control are designed and operated 
to support the identification evaluation and management of risks
affecting the group and the business environment in which it
operates as such they are subject to continuous review as
circumstances change and new risks emerge the company has
made significant progress towards achieving substantive compliance
with s404 of the sarbanesoxley act through the internal financial
control ifc programme this is a voluntary initiative and has led 
to a further strengthening of internal control systems and processes
within the group
key features of the systems of internal control are
■ the risk management system described in the preceding section
■ written policies and procedures within our businesses which are
detailed in policy manuals
■ clearly defined lines of accountability and delegation of authority
■ identification and regular testing of key financial controls through
the ifc programme 
■ key policies employed in managing operating risk involve
segregation of duties transaction authorisation monitoring
financial and managerial and comprehensive reporting and 
analysis against approved standards and budgets
■ group treasury operations which manage exposure to interest 
rate counterparty liquidity and currency transaction risks and 
coordinate the activities of group companies in this area 
treasury policies risk limits and monitoring procedures are reviewed
regularly by the audit committee on behalf of the board 
■ a group tax risk and tax operating framework which forms the
basis of tax governance across the group and is managed by 
a group tax function which monitors tax risk and implements
strategies and procedures to control it
■ minimisation of operating risk by using appropriate infrastructure
controls systems and people throughout the businesses and 
■ business continuity planning including preventative and
contingency measures backup capabilities and the purchase 
of insurance 
overview business review governance financial statements shareholder information corporate governance continued
56 corporate governance sabmiller plc annual report 2009
assurance on compliance with systems of internal control and on
their effectiveness is obtained through regular management reviews
review of key financial controls internal audit reviews and quality
assurance described in section 10 below testing of certain aspects 
of the internal financial control systems by the external auditors 
during the course of their statutory examinations and regular reports
to the audit committee by the external auditors the group’s divisional
finance control and assurance committees consider the results of
these reviews to confirm that controls are functioning and to ensure
that any material breakdowns and remedial actions have been
reported to the appropriate boards of directors this does not apply
in respect of the group’s associated undertakings or joint ventures
at the half year and at the year end the divisional managing directors
and finance directors of all the group’s operations and each of the
group’s functional directors are required to submit formal letters of
representation on controls compliance and notification of continuing
or potential material financial and legal exposures 
these letters form the subject of reports to the audit committee 
they cover all subsidiary companies but do not cover joint ventures
or associates except for millercoors and tsogo sun which do
submit letters of representation where material group executives 
sit on the boards of associated companies directors and members
of the executive committee also make annual written declarations 
of interests and are obliged to report without delay any potential 
or actual conflicts of interest which may arise 
the directors are responsible for the group’s systems of internal
control and for reviewing their effectiveness annually the board 
has conducted a review of the effectiveness of the group’s internal
controls covering material financial operational and compliance
controls and risk management systems for the year under review
necessary actions have been or are being taken to remedy any
significant weaknesses identified from the board’s review of the
internal control system the systems of internal control are designed
to manage rather than eliminate the risk of failure to achieve
business objectives and can provide reasonable but not absolute
assurance against material misstatement or loss in reviewing these
the board has taken into account the results of all the work carried
out by internal and external auditors 
the board with advice from the audit committee has completed 
its annual review of the effectiveness of the system of internal control
for the period since 1 april 2008 in accordance with the turnbull
guidance and is satisfied that this system is in accordance with that
guidance and that it has been in place throughout the year under
review and up to the date of this report
10 internal audit 
the global internal audit function consists of local and regional
internal audit functions operating in each of the group’s principal
business units centrally coordinated by the group internal audit team
and led by the chief internal auditor as noted in section 53 of this
report during the year the chief internal auditor left the company
while a permanent replacement is being recruited an interim chief
internal auditor has been appointed 
in keeping with the group’s decentralised collaborative management
structure the local internal audit functions report to local senior
finance management but have direct access to local audit
committees group internal audit and the chief internal auditor 
the local and regional audit functions have continuous unfettered
interface with the group internal audit function which reports directly
to the chief financial officer and has direct access to the audit
committee through the chief internal auditor internal audit activities
are performed either by teams of appropriate qualified and
experienced employees or through the engagement of external
practitioners upon specified and agreed terms with equivalent
access the chief internal auditor prepares formal reports for 
each audit committee meeting as to the consolidated activities 
and key findings of the global internal audit function 
the global internal audit function utilises a standardised groupwide
internal audit methodology and has implemented a formal global
quality assurance and effectiveness programme accordingly detailed
quality review assessments are performed with regard to the local
and regional internal audit teams to ensure compliance with defined
quality and performance measures this process provides a basis 
for the annual review of the effectiveness of the global internal audit
function and results in a formal report prepared by the chief internal
auditor to the audit committee to support the committee’s formal
annual assessment of the effectiveness of internal audit in addition
periodic reviews by independent external consultants are undertaken
when deemed necessary by the audit committee the last independent
review was completed in february 2008 reporting positive results
and rating the group’s internal audit function as ‘high quality’ 
the audit committee has therefore satisfied itself that adequate
objective internal audit assurance standards and procedures exist
within the group and that continuous improvement in the quality 
and objectivity of the global internal audit function remains a primary
objective of the department
11 whistleblowing measures 
all employees in subsidiaries within the group have the opportunity 
to make confidential disclosures about suspected impropriety and
wrongdoing the company secretary or the deputy company
secretary in consultation with the chief internal auditor decides 
on the appropriate method and level of investigation the audit
committee is notified of all material disclosures made and receives
reports on the results of investigations and actions taken the audit
committee has the power to request further information conduct 
its own inquiries or order additional action as it sees fit
john davidson 
general counsel and group company secretary 
for and on behalf of the board of sabmiller plc
1 june 2009 remuneration report
sabmiller plc annual report 2009 remuneration report 57
introduction
this report and the recommendations of the remuneration committee
have been approved by the board and will be submitted to shareholders
for approval at the 2009 annual general meeting this report complies
with the directors’ remuneration report regulations 2002 and the
company applied throughout the year ended 31 march 2009 the
provisions of the 2006 combined code relating to remuneration
information not subject to audit
composition and terms of reference of the remuneration
committee
during the year ended 31 march 2009 the members of the
committee were mr morland chairman lord fellowes mr manser
and mr manzoni mr bible mr santo domingo and mr kahn joined
meetings as observers also present were the chief executive 
mr mackay the general counsel and company secretary 
mr davidson the deputy company secretary mr shapiro and 
the group head of compensation and benefits mr scoones 
other than when their own remuneration was discussed
the committee deals with the remuneration of the executive 
directors and other members of the executive committee as well 
as approving all grants and awards under the company’s share
incentive plans in accordance with terms of reference approved by 
the board consideration is also given to the company’s groupwide
compensation and incentive policies to ensure alignment the
committee has the discretion to consider corporate performance 
on environmental social and governance issues when setting the
remuneration of executive directors and has oversight to ensure 
that the incentive structure for senior management does not raise
environmental social or governance issues by inadvertently
motivating irresponsible or shortterm behaviour
advisers
in the course of its deliberations the committee considered the 
views of the chief executive on the remuneration and performance 
of the members of the executive committee the company secretary
and the group head of compensation and benefits also provided
information to the committee on the coordination of global pay
policies expatriate and local pay for international deployments 
and equity usage through share incentive plans
kepler associates has been appointed by the committee to provide
advice on market information and other remuneration matters 
kepler associates does not provide any other advice or services 
to the group
remuneration policies
in terms of the group’s remuneration philosophy the committee
remains of the view that the overall effect of the revisions which 
were made to the group’s longterm incentive plans in 2006 taking
account of the share option and performance share target numbers 
at current values has been to target executive directors’ total
compensation – excluding pensions – at or near the comparative
upper quartile if and only if upper quartile performance is delivered 
in its review of the incentive plans the committee has placed
shareholder interest and shareholder alignment at the forefront
alongside the need to reaffirm that senior executives within the
bounds of appropriate governance limitations will have confidence
that the incentive plans will deliver superior reward for superior
performance and little or no incentive reward for average or under
performance any review of the level of incentive performance will 
be guided by this philosophy
the committee’s policy is to ensure that executive directors 
and members of the executive committee are rewarded for their
contribution to the group’s operating and financial performance 
at levels which take account of industry market and country
benchmarks and that their remuneration is appropriate to their 
scale of responsibility and performance and will attract motivate 
and retain individuals of the necessary calibre the committee 
takes account of the need to be competitive in the different parts 
of the world in which the company operates
the committee has implemented its policy of agreeing a 
remuneration package for each executive director comprising an
annual base salary an annual cash bonus longterm incentives
through participation in share option and share award plans pension
contributions other security and health benefits and benefits in kind
the base salaries pensions and other benefits provided are intended
to establish a level of fixed pay which is competitive with appropriate
comparators the variable pay elements provided by shortterm 
and longterm incentives form a significant proportion of executive
directors’ pay and are intended to provide the opportunity for
executives to earn superior total pay for superior company and
individual performance share incentives are considered to be critical
elements of executive remuneration policy to align the interests of 
the executive directors and executive committee members with the
interests of shareholders the committee considers that all elements
of the package are of importance in supporting the group’s
remuneration policy
in setting target remuneration levels for the executive directors 
the committee has regard to the 30 ftse companies ranked in 
the 15 places above and below sabmiller plc in terms of market
capitalisation the committee also continued to have regard to 
pay levels and practices in the company’s principal international
competitors and where relevant in companies comparable in size 
to the company’s divisions in those countries in which sabmiller plc
has a significant presence
the table and charts below show the ratios of performancerelated
compensation to base salary and benefits of the executive directors
and the relative value of the different elements including the target
bonus and fair value of the longterm sharebased compensation
awarded in the year ended 31 march 2009 the ratios accord with the
committee’s policy on the balance between fixed and variable pay
overview business review governance financial statements shareholder information
salary £ retirement £ benefits £ bonus £ lti £ total £ fixed  variable 
eag mackay 1100000 330000 129615 888000 3635505 6083120 256 744
mi wyman 660000 198000 86254 400000 2230229 3574483 264 736
salary 181
pension 54
benefits 21
bonus 146
lti 598
salary 185
pension 55
benefits 24
bonus 112
lti 624
performancerelated compensation
eag mackay mi wyman remuneration report continued
58 remuneration report sabmiller plc annual report 2009
the committee considers that alignment with shareholders’ interests
and linkage to sabmiller’s longterm strategic goals is best achieved
through a twin focus on earnings per share and total shareholder
return and a blend of absolute and relative performance hence for
executive directors and senior executives vesting for 50 of awards
of performance shares are subject to sabmiller’s total shareholder
return tsr performance condition and 50 are subject to 
threeyear adjusted earnings per share eps growth with targets 
set according to the committee’s judgement after considering 
among other factors historical and forecast adjusted eps growth for
sabmiller’s peers listed on page 64 the committee also considers
that the approach of adopting a fixed ratio for maximum awards to
salary is inappropriate and favours a fixed ‘number of shares’
approach to longterm incentive awards in order to decouple salary
from longterm incentive values and to avoid the perverse effect of
the typical multiple of salary approach which automatically awards
more shares when the share price declines and fewer shares when
the price increases the fixed number of shares approach also 
avoids inappropriate changes in the size of awards simply as a 
result of share price volatility in times of market turbulence which 
is unrelated to company performance
as to the future the committee in 2006 expressed its intention that
reviews of the structure of longterm incentives were expected to be
conducted at approximately threeyearly intervals the committee has
determined that its next review will be conducted during the second
half of 2009 and accordingly the structure of the group’s longterm
incentives has remained unchanged during the year ended 31 march
2009 and for the longterm incentive awards made in may 2009 
the review in 2009 is intended to address all elements of the long
term incentive structures in place within the group to ensure that
remuneration structures remain appropriate and continue to focus 
on alignment with shareholders’ interests and linkage to sabmiller’s
longterm strategic goals
in july and november 2008 the committee did however review 
the level of awards granted to the executive directors and certain
members of the executive committee in light of new senior executive
appointments and retirements during the year and concluded that 
in order to maintain equity among executives some adjustment 
was required to the fixed number of shares comprised in the awards
although the committee made no change in the structure of long
term incentives or the performance conditions attaching to them 
the resultant additional awards to the executive directors in august
and november 2008 are shown in the tables on pages 63 and 64
base pay
the committee reviews the salaries of executive directors at the
beginning of each financial year details of the salaries applying from 
1 april 2009 and the percentage changes from 31 march 2009 levels
for the executive directors are shown in the table below
2009 2010 
executive directors salary salary change
as at 31 march 2009 £ £ from 2009
eag mackay 1100000 1145000 41
mi wyman 660000 687000 41
the committee received advice from consultants and the chief
executive on appropriate pay levels for the other members of the
company’s executive committee
■ for those executives based in the uk salaries were determined 
by reference to appropriate uk benchmarks and
■ for those executives whose primary responsibilities were for
operations of business units outside the uk part of base pay 
was related to appropriate benchmarks in their theatres of
operation and the balance to uk pay levels on the basis that 
part of their time was spent on sabmiller plc duties and therefore
related to the uk and global markets
annual incentive plans
each of the executive directors and members of the executive
committee is entitled to participate in an annual cash bonus plan 
that rewards the achievement of group financial divisional financial
where applicable strategic and personal performance objectives
agreed by the committee the chief executive may earn a bonus 
of up to 175 of base salary the chief financial officer may earn a
bonus of up to 120 of base salary and other executive committee
members may earn bonuses of up to between 120 and 150 of
their base salary depending upon local market practices in the
locations in which they are based
the group financial performance targets for annual incentive plans 
for the executive directors and ukbased members of the executive
committee relate to adjusted eps growth and ebita the committee
believes that linking shortterm incentives to profit growth reinforces
the company’s business objectives the divisional financial targets 
for executive committee members whose primary responsibilities are
for the operation of business units outside the uk vary according to
divisional value drivers derived from group needs and include ebita
sales volumes and other appropriate measurements financial
performance targets comprise 60 of the incentive bonus potential
the strategic and personal targets which make up the remaining 
40 are specific and measurable and include a range of specific
nonfinancial key performance indicators in appropriate circumstances
in setting individual strategic and personal targets the committee 
has discretion to take into account all factors that it considers
appropriate including environmental social and governance issues
as noted above
at its meeting on 12 may 2009 the committee received assessments
of the performance of the executives participating in the bonus plans
against their agreed targets in light of the achievement against the
group financial targets and the levels of achievement against their
strategic and personal objectives the committee agreed the payment
of bonuses as shown below to the executive directors
2009 bonus  of  
£ salary achievement
eag mackay 888000 81 46
mi wyman 400000 61 51
longterm incentive plans
the descriptions of the longterm incentive plans in the section
below have been audited
share option plans
at the time of its primary listing on the london stock exchange 
in 1999 the company established and has since operated
■ the sabmiller plc approved share option scheme approved
scheme approved by her majesty’s revenue and customs in 
the united kingdom
■ the sabmiller plc executive share option no 2 scheme 
no 2 scheme and
■ the sabmiller plc mirror executive share purchase scheme 
south africa mirror scheme
at the time of the miller transaction in 2002 shareholders 
approved the establishment of share incentive arrangements for
international employees of the group principally in the americas
these arrangements comprised
■ the sabmiller plc international employee share scheme
international scheme and
■ the sabmiller plc international employee stock appreciation
rights scheme sars scheme sabmiller plc annual report 2009 remuneration report 59
the majority of the company’s employee share incentive plans were
adopted on the company’s admission to the london stock exchange
in 1999 and were due to expire in february 2009 and so at the
annual general meeting held on 31 july 2008 shareholders approved
the adoption of a number of new share incentive plans the new
plans broadly mirror the previous plans and the opportunity was
taken to standardise key provisions between the different plans the
previous plans were closed for the purpose of new grants with effect
from 14 november 2008 and all grants since then have been made
under the new plans which consist of
■ the sabmiller plc approved executive share option plan 2008
approved by her majesty’s revenue and customs on 
12 november 2008 approved plan
■ the sabmiller plc executive share option plan 2008 option plan
■ the sabmiller plc south african executive share option plan 2008
sa option plan
■ the sabmiller plc executive share award plan 2008 award plan
■ the sabmiller plc stock appreciation rights plan 2008 sars
plan and
■ the sabmiller plc associated companies employees share plan
2008 jv plan
all grants of options or rights over shares under these plans have to
be at the market value of the company’s shares at the time of grant
these are issued usually annually to participating employees on the
basis of assessment of performance and potential and vest over
defined time periods in line with local market conditions
the tables on pages 63 to 65 give details of the grants made to the
executive directors in the year ended 31 march 2009 those exercised
during the year those still outstanding and unexercised from previous
years and the performance conditions applicable to those grants
performance share award plans
the company has historically operated the following performance
share award schemes
■ the sabmiller plc performance share award scheme
performance share scheme and
■ the sabmiller plc international performance share award 
subschemes performance subschemes
and has since 14 november 2008 operated the sabmiller plc
executive share award plan 2008 award plan with the previous
schemes being closed for the purpose of new awards
these plans are operated in conjunction with the company’s
employees’ benefit trust ebt the trustee of the ebt grants 
awards in consultation with the company awards made under 
the plans prior to 2006 were subject solely to tsr performance
conditions applied after three years from date of grant with a
provision that if vested awards were retained for a further two years
they would automatically be increased by an allocation of 50 of the
number of shares in the original award that vested for the purpose 
of calculating tsr the share prices and dividends of the comparator
companies are converted as necessary into sterling at the exchange
rates prevailing at the relevant times the conversion into sterling is
intended to remove distortions arising from differing rates of inflation
in the countries in which the comparator companies are listed tsr
and the relevant statistical quartiles are determined in accordance
with current market practice
since 2006 50 of performance share awards to executive 
directors and executive committee members have been subject 
to a tsr performance condition and 50 to an adjusted eps 
growth performance condition
the tables on pages 64 and 65 give details of the awards made 
to executive directors in the year ended 31 march 2009 those still
outstanding for prior years those lapsed during the year ended 
2009 and those made in 2006 which were tested against the
applicable performance conditions in may 2009 together with 
details of the performance conditions applicable to those awards
the companies comprising the tsr comparator group for all the
performance share awards under the performance share scheme
which had not yet vested or lapsed as at 31 march 2009 are 
listed below
anheuserbusch heineken
asahi breweries inbev
carlsberg a kirin holdings
constellation brands lion nathan
diageo molson coors
femsa ubd pernod ricard
fosters group sapporo breweries
grolsch scottish  newcastle
note grolsch acquired by sabmiller scottish  newcastle acquired 
by heineken and carlsberg anheuserbusch acquired by inbev and 
lion nathan agreed to be acquired by kirin holdings have been 
removed from the comparator group
during the year kepler associates undertook the assessment of 
the company’s tsr performance relative to the comparator group
the methodology used and the final results for each award are
subject to review by the company’s auditors
dilution
taking account of all share options granted over the 10 years to 
31 march 2009 under all the company’s share option schemes 
less lapses potential dilution amounts to 297 as at 31 march 2009
of the issued ordinary shares of the company on 31 march 2009
obligations under the company’s other longterm incentive schemes
are typically settled by the ebt from shares purchased in the market
the calculation excludes outstanding options granted under the
closed sab executive share purchase scheme prior to listing as
disclosed in the original listing particulars relating to the company’s
listing in london on 8 march 1999 at 31 march 2009 the number 
of shares held in the ebt was 5746387 representing 038 of the
issued ordinary shares of the company
during the year 1818370 ordinary shares were purchased by the
trustee on behalf of the ebt at an average price of £1089 per share
which amounted to 012 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
£1980549938
pensions
it is the company’s policy to provide money purchase occupational
retirement funding schemes wherever possible so as to minimise the
company’s funding risk where feasible the company applies this
policy to its new acquisitions
the rate of contribution from the company as a percentage of salaries
paid in sterling is set at 30 for the executive directors during the
year the company made contributions for the executive directors to
the sabmiller plc staff pension scheme an approved occupational
pension scheme contributions were paid in respect of each executive
director to the extent appropriate in light of the changes to government
pension allowances that took effect in 2006 with any excess credited
in an unfunded corporate plan the value of contributions made to
each executive director during the financial year is included in a note
to the table of directors’ emoluments on page 62
overview business review governance financial statements shareholder information remuneration report continued
60 remuneration report sabmiller plc annual report 2009
service contracts
mr mackay and mr wyman have service contracts with the company
which are terminable on not less than 12 months’ notice to be given
by the company or by the executive a payment in lieu of notice may
be made on termination of employment calculated by reference to
the executive’s base salary plus company pension contributions for
the relevant period less any deduction considered by the company 
to be appropriate and reasonable to take account of accelerated
receipt and the executive’s duty to mitigate his loss
execution
date of date first date last date next
service appointed to reelected due for
contract the board as a director reelection
eag mackay 27021999 08021999 31072008 july 2011
mi wyman 26021999 08021999 31072007 july 2010
other benefits
the executive directors are provided with medical insurance
permanent health insurance company car allowance accompanied
travel legal and professional fees club subscriptions death in service
benefit and occasional london accommodation the estimated
values of these provisions are included in the summary of
emoluments paid table on page 62
nonexecutive directors’ fees
nonexecutive directors’ fees for the year ended 31 march 2009 
are shown in the table below and were unchanged during the year
having last been reviewed with effect from 1 october 2006
fee category £
basic fee 55000
committee chairmen inclusive
– audit 20000
– remuneration 18000
– carac 16000
– nomination 10000
committee members
– audit 10000
– remuneration 8000
– carac 6000
– nomination –
senior independent director 10000
the annual fee for the chairman for the year ended 31 march 2009
was unchanged at £200000 having last been reviewed with effect
from 1 april 2006 and he is also provided with an office a secretary
and a car as well as medical insurance and professional fees
in early 2009 fees paid by the company to its nonexecutive directors
were benchmarked against those companies 15 above and 15 below
the company in the ftse 100 index in terms of market capitalisation
and it was concluded that the company’s nonexecutive directors’
fees were considerably below the median accordingly with effect
from 1 april 2009 the basic fee has been increased to £65000 and
the additional fees for committee chairmen have been increased to
£25000 £20000 £18000 and £15000 for the audit remuneration
corporate accountability and nomination committees respectively
with fees for committee membership remaining unchanged the fee
for the senior independent director has been increased to £15000
the chairman’s fee has been increased to £250000 per annum 
with effect from 1 april 2009 representing an increase which
approximates to the compound rate of inflation since 2006 in 
south africa where the chairman is based
in future the board intends to review the level of nonexecutive
directors’ fees annually rather than triennially in order to avoid
significant disparities from the median arising in future years
the nonexecutive directors do not participate in any of the group’s
incentive schemes nor do they receive any other benefits other than
their beverage allocation or pension rights nonexecutive directors
do not have service contracts the nonexecutive directors’ dates of
appointment and the dates on which they are next due for reelection
to the board are shown in the table below
date first date of date next
appointed letter of due for
to the board appointment reelection
gc bible 01082002 27092002 july 2009
ds devitre 16052007 16052007 july 2010
me doherty 01042006 07032006 july 2009
lord fellowes 08021999 23021999 july 2009
jm kahn 08021999 23021999 july 2009
pj manser 01062001 20062001 july 2010
ja manzoni 01082004 12052004 july 2011
mq morland 08021999 23021999 july 2009
df moyo 01062009 26052009 july 2009
ca pérez dávila 09112005 12102005 july 2009
r pieterse 15052008 09062008 july 2011
mc ramaphosa 08021999 23021999 july 2009
a santo domingo dávila 09112005 12102005 july 2009
 since july 2008 lord fellowes mr kahn mr morland and mr ramaphosa
have been obliged to submit themselves to annual reelection to the board
as a result of having served on the board continuously for more than nine
years
 dr moyo was appointed to the board on 1 june 2009 and is therefore
obliged to submit herself to election by shareholders in july 2009
performance review
the graph above compares the company’s tsr over the period from
1 april 2004 to 31 march 2009 with the ftse 100 total return index
over the same period
the company is a member of the ftse 100 total return index and
accordingly this is considered to be the most appropriate broad
equity market index for the purpose of demonstrating the company’s
relative performance
total shareholder return
£ sterling
310304 310305 310306 310307 310308 310309
50
100
150
200 sabmiller
ftse 100 sabmiller plc annual report 2009 remuneration report 61
directors’ beneficial interests in shares of the company
nonbeneficial
beneficial holding as at beneficial
holding as at 31 march 2008 purchasedsold holding as at
director 31 march 2008 and 2009 during the year 31 march 2009
7
jm kahn 1670578
1
– – 1670578
eag mackay 707881 – 81930
2
–
– – 33592
2
–
– – 5586
4
–
– – 2542
4
–
– – 112577
5
–
– – 72904
5
798936
mi wyman 448796 – 38335
2
–
– – 15718
2
–
– – 25000
3
–
– – 25000
3
–
– – 25000
3
–
– – 25000
3
–
– – 88857
5
–
– – 88857
5
471413
gc bible ––––
ds devitre ––––
me doherty ––––
lord fellowes 1000 – – 1000
pj manser ––––
ja manzoni ––––
mq morland 30000 – 10000 40000
df moyo ––––
ca pérez dávila ––––
r pieterse ––––
mc ramaphosa – 4000 – –
m ramos ––– na
6
lord renwick of clifton 9000 – – na
6
a santo domingo dávila ––––
1 400000 of this total is held by the meyer kahn family trust
2 vested share awards and subsequent sale of awards to settle paye and nic on the gross award vested
3 implementation of deferred rights and options under the sabmiller executive share purchase scheme
4 exercise of approved options under the sabmiller approved share option scheme mr mackay sold sufficient shares to cover exercise costs and tax and retains
the balance of shares beneficially
5 exercise of unapproved options under the sabmiller executive share option no2 scheme mr mackay sold sufficient shares to cover exercise costs and tax
and retains the balance of shares beneficially mr wyman sold all of the shares
6 ms ramos resigned from the board on 26 february 2009 having no beneficial interests in shares in the company at that date lord renwick of clifton retired
from the board on 31 july 2008 and had a beneficial interest in 9000 shares in the company at that date
7 the beneficial interests remain unchanged at 15 may 2009
overview business review governance financial statements shareholder information remuneration report continued
62 remuneration report sabmiller plc annual report 2009
information subject to audit
directors’ emoluments
the directors’ emoluments in the year ended 31 march 2009 in total have been audited and are set out in the table below
emoluments paid for the period 1 april 2008 to 31 march 2009
2009 2009 total
2009 2008 expense 2009 excluding 2009 2009 2008
salaryfees salaryfees allowances benefits bonus bonus total total
name ££££££££
executive directors
eag mackay 1100000 1020000 – 129615 1229615 888000 2117615 2936055
mi wyman 660000 615000 – 86254 746254 400000 1146254 1362011
total a 3263869 4298066
nonexecutive directors
gc bible 55000 ––––– 55000 –
ds devitre 65000 – – 55 – – 65055 –
me doherty 65000 65000 – 216 – – 65216 65186
lord fellowes 99000 99000 – 56 – – 99056 99054
jm kahn 216000 206000 – 968 – – 216968 207149
pj manser 89000 89000 – 331 – – 89331 89323
ja manzoni 69000 69000 – 167 – – 69167 69242
mq morland 83000 83000 – 323 – – 83323 83323
ca pérez dávila 55000 55000 – 175 – – 55175 55190
r pieterse 52125 ––––– 52125 –
mc ramaphosa 61000 61000 – 122 – – 61122 61042
m ramos ––––––––
lord renwick of clifton 20833 65000 –––– 20833 65000
a santo domingo dávila 55000 55000 – 238 – – 55238 55230
total b 987609 849739
grand total ab 4251478 5147805
■ lord renwick of clifton retired from the board on 31 july 2008 ms ramos and mr pieterse were appointed to the board on 15 may 2008 and ms ramos
resigned from the board on 26 february 2009
■ ms ramos waived her fees of £48994 which were instead paid by the company to a charity nominated by ms ramos
■ the total emoluments reported for 2008 and 2009 exclude retirement contributions made by the company to the pension schemes as detailed above
■ retirement contributions were paid on behalf of mr mackay and mr wyman in the amounts of £235000 and £198000 respectively being within the annual
allowance 2008 £225000 and £184500 and contributions of £95000 in excess of the annual allowance were paid on behalf of mr mackay 2008 £81000
■ during the year the group’s apartment in london was made available to mr mackay to occupy intermittently subject to tax on this use for his account
■ mr mackay receives from reckitt benckiser group plc and from philip morris international inc annual fees of £92000 and us115000 respectively which he is
permitted to retain relating to his appointment as a nonexecutive director of those companies £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 2008 had a fair market value of us70000 on the date of grant being 31 october 2008
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
which have been audited during the year ended 31 march 2009 the highest and lowest market prices for the company’s shares were £1324
and £7995 respectively and the market price on 31 march 2009 was £1037
the tables below contain the aggregate expected values of each option grant or performance share award the expected values for the grants
and awards made from 2003 to 2008 have been calculated by mercer using
■ a binomial valuation model for the options that uses daily share price data and takes account of the option grant date exercise price and
riskfree rate of return with assumptions as to dividend yield future volatility and forfeiture and
■ a monte carlo simulation model for the performance share awards using the same inputs and assumptions as for the binomial model but
which projects many thousands of times the share price of the company along with the share prices of the comparator group stocks to
determine correlations between the companies this produces a distribution of share prices and tsr rankings thus allowing complex
marketbased hurdles to be modelled
the methods of calculation of expected values have not been audited by pricewaterhousecoopers llp  sabmiller plc annual report 2009 remuneration report 63
share options
no of no of no of no of no of
share share share share share
options options options options options
as at granted vested exercised sale price subscription exercisable as at expected
31 march during during during market price price 310 years 31 march value
director 2008 the year the year the year £ £ from 2009
7
£
1
eag mackay 5586 – – 5586 1183 537 16031999
2
––
112577 – – 112577 1183 485 09031999
2
––
159416 – – – – 411 02062000
2
159416 262080
161589 – – – – 516 01062001
2
161589 258478
201578 – – – – 5705 31052002
2
201578 391001
327721 – – – – 41575 23052003
3
327721 426037
222704 – – – – 6605 21052004
3
222704 425365
211353 – 211353
5
– – 828 20052005
3
211353 477658
230000
6
– – – – 1061 19052006
4
230000 642467
230000 – – – – 1167 18052007
4
230000 818033
230000 – – – 1250 16052008
4
230000 902419
60000 – – – 9295 14112008
4
60000 177230
2034361
mi wyman 88857 – – 88857 1135 516 01062001
2
––
93339 – – – – 5705 31052002
2
93339 181050
102195 – – – – 6605 21052004
3
102195 195192
3623 – 3623
5
– – 828 20052005
3
3623 8188
91486 – 91486
5
– – 828 20052005
3
91486 206758
140000
6
– – – – 1061 19052006
4
140000 391067
140000 – – – – 1167 18052007
4
140000 497933
140000 – – – 1250 16052008
4
140000 549299
35000 – – – 1049 01082008
4
35000 112124
745643
1 the expected values as shown are aggregates of the blackscholes values of each option grant up to 31 may 2002 the blackscholes values have been
calculated using a model that uses daily share price and data and takes account of the option grant date exercise price and time to maturity with assumptions
as to dividend yield and the riskfree rate of return options granted from 23 may 2003 onwards are valued using the binomial method
2 the performance condition for options granted prior to 2002 required growth in adjusted eps expressed in sterling of 3 per annum compound in excess 
of the change in the retail price index rpi over any threeyear period within the 10year option life this performance condition was satisfied in respect of 
all options granted to executive directors in 1999 2000 and 2001
3 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
4 the performance condition for options granted in 2006 and onwards requires compound annualised adjusted eps growth of rpi  3 from a fixed base for
vesting of the base annual award half of any additional annual amount vests at compound annualised adjusted eps growth of rpi  4 and the other half 
of any additional annual amount vests at compound annualised adjusted eps growth of rpi  5 the performance tests are applied to twothirds of the
award after three years and onethird of the award after five years with any unvested portion of the options lapsing after three years or five years as the case
may be and with no provision for retesting any part of the awards
5 in the year ended 31 march 2009 options granted in 2005 vested in full and became exercisable as the company’s adjusted eps for the year ended 
31 march 2008 at 7128 pence converted from us at the average exchange rate over the period 1 april 2007 to 31 march 2008 was more than 271
higher the aggregate of rpi movement and 5 per annum compound growth than the adjusted eps of 547 pence for the year ended 31 march 2005 
the base year calculation of the performance condition converted from us at the average exchange rate for the period from 1 april 2004 to 31 march 2005 
the mid market close on 20 may 2008 was £1274
6 twothirds of the share options indicated were eligible to be tested against the performance condition described in this report for the three years ended 
31 march 2009 and on 19 may 2009 vested in full and became exercisable as the company’s adjusted eps for the year ended 31 march 2009 at 797 pence
converted from us at the average exchange rate over the period 1 april 2008 to 31 march 2009 was more than 242 higher the aggregate of rpi
movement and 5 per annum compound growth than the adjusted eps of 611 pence for the year ended 31 march 2006 the base year calculation of 
the performance condition converted from us at the average exchange rate for the period from 1 april 2005 to 31 march 2006 the mid market close on 
19 may 2009 was £1257 the remaining onethird remain eligible to be tested against the performance condition described in this report for the five years
ending 31 march 2011
7 mr mackay and mr wyman were granted 290000 and 175000 share options respectively at a subscription price of £1231 per share on 15 may 2009
overview business review governance financial statements shareholder information remuneration report continued
64 remuneration report sabmiller plc annual report 2009
performance shares
no of shares no of shares
under conditional no of shares expected performance awards awards under conditional
awards as at granted during value period vested during lapsed during awards as at
director 31 march 2008 the year £
1
3 years from the year the year 31 march 2009
8
eag mackay 105676 – 466031 20052005
2
– 105676
6
–
230000 – 1731517 19052006
3
– – 230000
7
230000 – 1987200 18052007
4
– – 230000
230000 2133940 16052008
5
– – 230000
60000 421916 14112008
5
– – 60000
565676 750000
mi wyman 47554 – 209713 20052005
2
– 47554
6
–
140000 – 1053967 19052006
3
– – 140000
7
140000 – 1209600 18052007
4
– – 140000
140000 1298920 16052008
5
– – 140000
35000 269886 01082008
5
– – 35000
327554 455000
1 the face value market value at the time of the award of these nil cost conditional awards is assumed to be £828 for the 20 may 2005 tranche £1061 for 
the 19 may 2006 tranche £1167 for the 18 may 2007 tranche £1250 for the 16 may 2008 tranche £1049 for the 1 august 2008 tranche and £9295 for 
the 14 november 2008 tranche for the purposes of the expected value calculations the expected values shown are the aggregate expected values of all
outstanding awards estimated by reference to the probabilities of any portion of each award vesting
2 performance share awards made prior to 2006 vested only if three year tsr change in value of a share and reinvested dividends over the period exceeded 
the median tsr of a comparator group of companies identified at the time of the award on reaching the median performance of the relevant comparator 
group 25 of the award vested and on reaching at least the upper quartile 100 of the award vested between these respective levels of achievement 
awards vest pro rata if vested awards were retained for a further two years they would automatically be increased by an allocation of 50 of the number 
of shares in the original award that vested
3 since 2006 50 of performance share awards have been subject to a tsr performance condition and 50 to an adjusted eps growth performance 
condition the tsr test is applied to twothirds of the relevant part of the award after three years and to onethird after five years the eps condition is 
a threeyear adjusted eps growth target set by reference to historical and forecast adjusted eps growth for the six members of the comparator group 
determined by the committee to be the company’s closest peers in the global brewing industry namely anheuserbusch carlsberg heineken inbev 
molson coors and scottish  newcastle although scottish  newcastle has been dropped from this group for the purposes of awards made in 2008 
and anheuserbusch has been dropped from this group for the purposes of awards made in 2009
tsr condition eps condition
2006 2006
the same tsr performance condition applied to performance shares the eps growth target for awards made in 2006 is 11 pa for full vesting
awarded in 2006 as in previous years but without the provision for with threshold vesting of 25 at 6 pa and pro rata vesting between
matching shares these levels of achievement
4 2007 2007
performance shares awarded in 2007 vest if three year tsr exceeds the the eps growth target for awards made in 2007 is 11 pa for full vesting
median tsr of a comparator group of companies identified at the time of with threshold vesting of 25 at 6 pa and pro rata vesting between
the award 25 of the award vests on reaching the median and 100 these levels of achievement
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
5 2008 2008
the same tsr performance condition applies to performance shares the eps growth target for awards made in 2008 is 10 pa for full vesting
awarded in 2008 as applied in 2007 with threshold vesting of 25 at 6 pa and pro rata vesting between these 
levels of achievement
6 in may 2008 the performance shares awarded on 20 may 2005 were tested against the applicable tsr performance condition tsr for the period was 
below median and therefore all of the awards lapsed
7 after the yearend the executive directors’ 2006 performance share awards were tested against the applicable tsr and eps performance conditions 
the eps performance measurement was achieved as to 54 of maximum which resulted in 62100 and 37800 eps awards vesting on 19 may 2009 and
25462 and 15499 shares were sold to cover income tax liabilities owing by mr mackay and mr wyman respectively the price on vesting date was £1257
per share tsr for the three year period ended 18 may 2009 was below median and therefore all of the shares comprised in the first twothirds of the 2006
awards lapsed with the remaining onethird to be tested against the tsr performance condition for the five year period ending 18 may 2011
8 mr mackay and mr wyman were awarded 290000 and 175000 conditional awards of performance shares respectively on 15 may 2009 sabmiller plc annual report 2009 remuneration report 65
as noted above vested awards made before 2006 which are retained for a further two years are automatically increased by an allocation of
50 of the number of shares in the original award that vested this ‘matching shares’ provision was discontinued in 2006 and does not apply
to any awards made from 2006 onwards the table below shows the remaining awards made before 2006 which give rise to any matching
share entitlements
no of maximum no of additional 
shares vested additional shares shares under 
under base awarded arising performance conditional
award as at from vesting of expected value period awards vested awards lapsed awards as at
director 31 march 2008 the base award £ 5 years from during the year during the year 31 march 2009
eag mackay 163860 81930 176150 23052003 81930
1
––
69595
2
34798 115876 21052004 – – 34798
3
mi wyman 76669 38335 82419 23052003 38335
1
––
31936
2
15968 53174 21052004 – – 15968
3
1 these awards represent the automatic additional 50 vesting arising from the original 23 may 2003 award which vested on 23 may 2006 these additional
shares vested on 23 may 2008 and 33592 and 15718 shares were sold to cover income tax liabilities owing by mr mackay and mr wyman respectively 
the price on vesting date was £1224 per share
2 these conditional awards of free shares were tested against the performance condition described in this report over the three years ended 21 may 2007 
and achieved 625 of maximum the remainder of these awards did not vest and lapsed
3 these awards represent the automatic additional 50 vesting arising from the original 21 may 2004 award which vested on 21 may 2007 these additional
shares subsequently vested on 21 may 2009 and 14268 and 6547 shares were sold to cover income tax liabilities owing by mr mackay and mr wyman
respectively the price on vesting date was £1252 per share
sab executive share purchase scheme
prior to adoption of the group’s new share schemes on listing in march 1999 each of the executive directors participated in the old sab
executive share purchase scheme details of options granted and share purchases awarded prior to listing in respect of sab ltd shares 
under this scheme are set out in the table below this scheme was closed for the purpose of new awards with effect from 3 june 2000
no of no of no of options sale price subscription no of share
options as at options granted exercised market price price exercisable options as at
director 31 march 2008 during the year during the year r r 510 years from 31 march 2009
mi wyman 50000 – 25000 19600 4640 11111998 –
– 25000 18050 4640 11111998 –
approval
this report was approved by the board on 13 may 2009 as recommended by the remuneration committee on 12 may 2009
by order of the board
miles morland
director
chairman of the remuneration committee
1 june 2009
overview business review governance financial statements shareholder information statement of directors’ responsibilities
in respect of the group consolidated financial statements
66 statement of directors’ responsibilities sabmiller plc annual report 2009
the directors are responsible for preparing the group consolidated
financial statements in accordance with applicable law and regulations
company law requires the directors to prepare consolidated financial
statements for each financial year under that law the directors have
prepared the group financial statements in accordance with
international financial reporting standards ifrss as adopted by 
the european union the group 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 group 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 proper accounting records
that disclose with reasonable accuracy at any time the financial
position of the group and to enable them to ensure that the group
consolidated financial statements comply with the companies act
1985 and article 4 of the ias regulation they are also responsible
for safeguarding the assets of the company and 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 with the exception 
of dr moyo who was appointed to the board after the approval of 
these group consolidated financial statements confirms that to 
the best of their knowledge
■ the group 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 1985 requires directors to provide 
the group’s auditors with every opportunity to take whatever steps
and undertake whatever inspections the auditors consider to be
appropriate for the purpose of enabling them to give their audit
report each of the directors with the exception of dr moyo who 
was appointed to the board after the approval of these financial
statements 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 independent auditors’ report
to the members of sabmiller plc
sabmiller plc annual report 2009 independent auditors’ report 67
we have audited the group financial statements of sabmiller plc for
the year ended 31 march 2009 which comprise the consolidated
income statement the consolidated balance sheet the consolidated
cash flow statement the consolidated statement of recognised
income and expense and the related notes these group financial
statements have been prepared under the accounting policies set 
out therein
we have reported separately on the parent company financial
statements of sabmiller plc for the year ended 31 march 2009 
and on the information in the remuneration report that is described 
as having been audited
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual report and 
the group financial statements in accordance with applicable law 
and international financial reporting standards ifrss as adopted
by the european union are set out in the statement of directors’
responsibilities
our responsibility is to audit the group financial statements in
accordance with relevant legal and regulatory requirements and
international standards on auditing uk and ireland this report
including the opinion has been prepared for and only for the
company’s members as a body in accordance with section 235 
of the companies act 1985 and for no other purpose we do not 
in giving this opinion accept or assume responsibility for any other
purpose or to any other person to whom this report is shown or 
into whose hands it may come save where expressly agreed by 
our prior consent in writing
we report to you our opinion as to whether the group financial
statements give a true and fair view and whether the group financial
statements have been properly prepared in accordance with the
companies act 1985 and article 4 of the ias regulation we also
report to you whether in our opinion the information given in the
directors’ report is consistent with the group financial statements 
the information given in the directors’ report includes that specific
information presented in the business review and ordinary
shareholding analyses that is cross referred from the principal
activities and business review and the substantial shareholdings
sections of the directors’ report
in addition we report to you if in our opinion we have not received 
all the information and explanations we require for our audit or if
information specified by law regarding directors’ remuneration and
other transactions is not disclosed
we review whether the corporate governance statement reflects 
the company’s compliance with the nine provisions of the combined
code 2006 specified for our review by the listing rules of the
financial services authority and we report if it does not we are 
not required to consider whether the board’s statements on internal
control cover all risks and controls or form an opinion on the
effectiveness of the group’s corporate governance procedures 
or its risk and control procedures
we read other information contained in the annual report as listed
on the contents page excluding the audited part of the remuneration
report and consider whether it is consistent with the audited group
financial statements we consider the implications for our report if 
we become aware of any apparent misstatements or material
inconsistencies with the group financial statements our
responsibilities do not extend to any other information
basis of audit opinion
we conducted our audit in accordance with international standards
on auditing uk and ireland issued by the auditing practices board
an audit includes examination on a test basis of evidence relevant 
to the amounts and disclosures in the group financial statements 
it also includes an assessment of the significant estimates and
judgments made by the directors in the preparation of the group
financial statements and of whether the accounting policies are
appropriate to the group’s circumstances consistently applied 
and adequately disclosed
we planned and performed our audit so as to obtain all the information
and explanations which we considered necessary in order to provide
us with sufficient evidence to give reasonable assurance that the
group financial statements are free from material misstatement
whether caused by fraud or other irregularity or error in forming our
opinion we also evaluated the overall adequacy of the presentation 
of information in the group financial statements
opinion
in our opinion
■ the group financial statements give a true and fair view in
accordance with ifrss as adopted by the european union 
of the state of the group’s affairs as at 31 march 2009 and 
of its profit and cash flows for the year then ended
■ the group financial statements have been properly prepared 
in accordance with the companies act 1985 and article 4 of 
the ias regulation and
■ the information given in the directors’ report is consistent with 
the group financial statements
pricewaterhousecoopers llp
chartered accountants and registered auditors
london
1 june 2009
overview business review governance financial statements shareholder information consolidated income statement
for the year ended 31 march
68 consolidated income statement sabmiller plc annual report 2009
2009 2008
notes usm usm
revenue 2 18703 21410
net operating expenses 3 15555 17962
operating profit 2 3148 3448
operating profit before exceptional items 2 3146 3560
exceptional items 4 2 112
net finance costs 5 706 456
interest payable and similar charges 5a 1301 721
interest receivable and similar income 5b 595 265
share of posttax results of associates and joint ventures 2 516 272
profit before taxation 2958 3264
taxation 7 801 976
profit for the financial year 26 2157 2288
profit attributable to minority interests 276 265
profit attributable to equity shareholders 1881 2023
2157 2288
basic earnings per share us cents 8 1252 1349
diluted earnings per share us cents 8 1247 1342
the notes on pages 72 to 141 form part of the financial statements consolidated balance sheet
at 31 march
sabmiller plc annual report 2009 consolidated balance sheet 69
2009 2008
notes usm usm
assets
noncurrent assets
goodwill 10 8734 15133
intangible assets 11 3729 5036
property plant and equipment 12 7404 9113
investments in joint ventures 13 5495 –
investments in associates 14 1787 1826
available for sale investments 15 29 53
derivative financial instruments 23 695 208
trade and other receivables 17 125 237
deferred tax assets 20 161 341
28159 31947
current assets
inventories 16 1242 1362
trade and other receivables 17 1576 1865
current tax assets 168 190
derivative financial instruments 23 54 45
available for sale investments 15 11 –
cash and cash equivalents 18 409 673
3460 4135
total assets 31619 36082
liabilities
current liabilities
derivative financial instruments 23 35 34
borrowings 21 2148 2062
trade and other payables 19 2396 3307
current tax liabilities 463 540
provisions 24 299 314
5341 6257
noncurrent liabilities
derivative financial instruments 23 107 497
borrowings 21 7470 7596
trade and other payables 19 186 338
deferred tax liabilities 20 2029 1949
provisions 24 373 1201
10165 11581
total liabilities 15506 17838
net assets 16113 18244
equity
share capital 25 159 158
share premium 26 6198 6176
merger relief reserve 26 3395 3395
other reserves 26 873 2215
retained earnings 26 6496 5601
total shareholders’ equity 15375 17545
minority interests in equity 26 738 699
total equity 16113 18244
 as restated see note 28
the balance sheet of sabmiller plc is shown on page 144
the notes on pages 72 to 141 form part of the financial statements
the financial statements were authorised for issue by the board of directors on 1 june 2009 and were signed on its behalf by
graham mackay malcolm wyman
chief executive chief financial officer
overview business review governance financial statements shareholder information consolidated cash flow statement
for the year ended 31 march
70 consolidated cash flow statement sabmiller plc annual report 2009
2009 2008
notes usm usm
cash flows from operating activities
cash generated from operations 27a 3671 4276
interest received 275 228
interest paid 997 730
tax paid 766 969
net cash from operating activities 2183 2805
cash flows from investing activities
purchase of property plant and equipment 2073 1978
proceeds from sale of property plant and equipment 75 110
purchase of intangible assets 74 59
purchase of available for sale investments 14 –
proceeds from disposal of available for sale investments 4 5
proceeds from disposal of businesses 119 71
proceeds from disposal of associates – 2
acquisition of subsidiaries net of cash acquired 269 1284
overdraft disposed with subsidiaries 2 –
cash disposed with businesses 4 –
purchase of shares from minorities 5 49
investments in joint ventures 397 –
investments in associates 4 179
repayment of investments by associates 3 –
dividends received from joint ventures 454 –
dividends received from associates 151 91
dividends received from other investments 1 1
net cash used in investing activities 2031 3269
cash flows from financing activities
proceeds from the issue of shares 23 39
purchase of own shares for share trusts 37 33
proceeds from borrowings 27b 4960 6492
repayment of borrowings 27b 4096 5038
capital element of finance lease payments 1 7
net cash payments on net investment hedges 12 16
dividends paid to shareholders of the parent 877 769
dividends paid to minority interests 217 197
net cash usedgenerated in financing activities 257 471
net cash outflowinflow from operating investing and financing activities 105 7
effects of exchange rate changes 26 113
net decrease in cash and cash equivalents 79 106
cash and cash equivalents at 1 april 27b 188 294
cash and cash equivalents at 31 march 27b 109 188
the notes on pages 72 to 141 form part of the financial statements consolidated statement of recognised income and expense
for the year ended 31 march
sabmiller plc annual report 2009 consolidated statement of recognised income and expense 71
2009 2008
usm usm
currency translation differences on foreign currency net investments 3386 2029
actuarial lossesgains on defined benefit plans 18 31
fair value lossesgains on available for sale investments 8 2
fair value gainslosses on net investment hedges 337 226
fair value gains on cash flow hedges 32 1
transfer to profit on disposal of miller’s us and puerto rico operations 4 –
tax on items taken directly to equity 125 8
share of associates’ and joint ventures’ losses recognised directly in equity 330 –
net lossesgains recognised directly in equity 3252 1829
profit for the year 2157 2288
total recognised expenseincome for the year 1095 4117
– attributable to equity shareholders 1346 3795
– attributable to minority interests 251 322
the notes on pages 72 to 141 form part of the financial statements
overview business review governance financial statements shareholder information notes to the consolidated financial statements
72 notes to the consolidated financial statements sabmiller plc annual report 2009
the significant accounting policies adopted in the preparation of 
the group’s financial statements are set out below these policies
have been consistently applied to all the periods presented unless
otherwise stated
a basis of preparation
the consolidated financial statements of sabmiller plc have been
prepared in accordance with international financial reporting
standards as adopted for use in the european union ifric
interpretations and the companies act 1985 applicable to companies
reporting under ifrs all international financial reporting standards
issued by the iasb and effective at the time of preparing these
consolidated financial statements have been adopted for use in 
the eu through the endorsement procedure established by the
european commission
the financial statements are prepared under the historical cost
convention except for the revaluation to fair value of certain financial
instruments as described in the accounting policies below the
accounts have been prepared on a going concern basis
the preparation of financial statements in conformity with generally
accepted accounting principles requires the use of certain critical
accounting estimates it also requires management to exercise
judgement in the process of applying the group’s accounting policies
actual results could differ from those estimates
b recent accounting developments
i standards and interpretations of published standards effective 
for accounting periods beginning on or after 1 april 2008
■ ifric 14 ‘ias 19 – the limit on a defined benefit asset minimum
funding requirements and their interaction’
■ amendment to ias 39 ‘financial instruments’ and ifrs 7
‘financial instruments disclosures’ – ‘reclassification of financial
assets’ effective from 1 july 2008 provides guidance on the
reclassification of nonderivative financial assets
the adoption of these interpretations and amendments has not had 
a material effect on the consolidated results of operations or financial
position of the group
ii standards and amendments to published standards that are not
yet effective and have not been early adopted by the group
the following standards interpretations and amendments have been
published that are mandatory for the group’s accounting periods
beginning on or after 1 april 2009 or later periods but that the group
has not early adopted
■ amendments to ifric 9 and ias 39 ‘financial instruments
recognition and measurement’ are effective from 1 july 2008
1

■ amendment to ifrs 2 ‘sharebased payment’ is effective from
1 january 2009
■ amendment to ifrs 7 ‘financial instruments disclosure’ is
effective from 1 january 2009
■ ifrs 8 ‘operating segments’ is effective from 1 january 2009
■ ias 1 revised ‘presentation of financial statements’ is effective
from 1 january 2009
■ ias 23 revised ‘borrowing costs’ is effective from 1 january
2009
■ amendments to ias 32 ‘financial instruments presentation’ and
ias 1 ‘presentation of financial statements’ – ‘puttable financial
instruments and obligations arising on liquidation’ are effective
from 1 january 2009
■ ias 27 revised ‘consolidated and separate financial statements’
is effective from 1 july 2009
1

■ amendments to ias 39 ‘financial instruments recognition and
measurement’ are effective from 1 july 2009
1

■ amendment to ifrs 1 ‘first time adoption of ifrs’ and ias 27
‘consolidated and separate financial statements’ is effective 
from 1 july 2009
■ ifrs 1 revised ‘firsttime adoption’ is effective from 
1 july 2009
1

■ ifrs 3 revised ‘business combinations’ is effective from 
1 july 2009
1

■ ifric 13 ‘customer loyalty programmes’ is effective from 
1 july 2008
1 not yet endorsed by the eu
the adoption of these standards interpretations and amendments 
is not anticipated to have a material effect on the consolidated 
results of operations or financial position of the group
c significant judgements and estimates
in determining and applying accounting policies judgement is 
often required where the choice of specific policy assumption 
or accounting estimate to be followed could materially affect 
the reported results or net position of the group should it later 
be determined that a different choice be more appropriate
management considers the following to be areas of significant
judgement and estimation for the group due to greater complexity
andor particularly subject to the exercise of judgement
i impairment reviews
goodwill arising on business combinations is allocated to the relevant
cash generating unit cgu impairment reviews in respect of the
relevant cgus are performed at least annually or more regularly if
events indicate that this is necessary impairment reviews are based
on future cash flows discounted using the weighted average cost 
of capital for the relevant country with terminal values calculated
applying the longterm growth rate the future cash flows which are
based on business forecasts the longterm growth rates and the
discount rates used are dependent on management estimates and
judgements future events could cause the assumptions used in
these impairment reviews to change with a consequent adverse
impact on the results and net position of the group details of the
estimates used in the impairment reviews for the year are set out 
in note 10
ii taxation
the group operates in many countries and is subject to taxes in
numerous jurisdictions significant judgement is required in determining
the provision for taxes as the tax treatment is often by its nature
complex and cannot be finally determined until a formal resolution
has been reached with the relevant tax authority which may take
several years to conclude amounts provided are accrued based 
on management’s interpretation of country specific tax laws and the
likelihood of settlement actual liabilities could differ from the amount
provided which could have a significant impact on the results and 
net position of the group
iii pension and postretirement benefits
pension accounting requires certain assumptions to be made in 
order to value the group’s pension and postretirement obligations 
in the balance sheet and to determine the charges to be made to 
the income statement in accordance 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 long
term rates of return on assets details of the assumptions used are
set out in note 31 the selection of different assumptions could affect
the net position of the group and future results
1 accounting policies sabmiller plc annual report 2009 notes to the consolidated financial statements 73
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 could affect prospective depreciation charges and asset
carrying values
v business combinations
on the acquisition of a company or business a determination of the
fair value and the useful life of intangible assets acquired is performed
which requires the application of management judgement future
events could cause the assumptions used by the group to change
which would have a significant impact on the results and net position
of the group
vi exceptional items
exceptional items are expense or income items recorded in a 
period which have been determined by management as being
material by their size or incidence and are presented separately 
within the results of the group the determination of which items 
are disclosed as exceptional items will affect the presentation of 
profit measures including ebita and adjusted earnings per share 
and requires a degree of judgement details relating to exceptional
items reported during the year are set out in note 4
vii millercoors joint venture
the determination of the valuation of the coors business contributed
to the millercoors joint venture was a specific area of judgement for
the group during the financial year the valuation was determined
using recognised valuation techniques based upon specific
assumptions if alternative assumptions had been used then the 
value of the investment and gain recognised on disposal would 
have been different
d segmental reporting
a reportable segment is a distinguishable business or geographical
component of the group that provides products or services that are
different from those of other segments segments results assets 
and liabilities include items directly attributable to a segment as well
as those that can be allocated on a reasonable basis
the group’s primary segmental analyses are in accordance with the
basis on which the businesses are managed and according to the
differing risk and reward profiles the group presents its geographic
analysis as its primary segmentation
the group presents its product analysis as its secondary
segmentation this is analysed between secondary segments 
of beer soft drinks and other
e basis of consolidation
sabmiller plc the company is a public limited company incorporated
in great britain and registered in england and wales the consolidated
financial statements include the financial information of the subsidiary
associate and joint venture entities owned by the company
i subsidiaries
subsidiaries are entities controlled by the company where control is
the power directly or indirectly to govern the financial and operating
policies of the entity so as to obtain benefit from its activities
regardless of whether this power is actually exercised where the
company’s interest in subsidiaries is less than 100 the share
attributable to outside shareholders is reflected in minority interests
subsidiaries are included in the financial statements from the date
control commences until the date control ceases
intragroup balances and any unrealised gains and losses or income
and expenses arising from intragroup transactions are eliminated in
preparing the consolidated financial statements unrealised losses are
eliminated unless the transaction provides evidence of an impairment
of the asset transferred
some of the company’s subsidiaries have a local statutory accounting
reference date of 31 december these are consolidated using
management prepared information on a basis coterminous with the
company’s accounting reference date
ii associates
associates are entities in which the group has a longterm interest
and over which the group has directly or indirectly significant
influence where significant influence is the ability to influence the
financial and operating policies of the entity
the associate distell group ltd has a statutory accounting reference
date of 30 june in respect of each year ending 31 march this
company is included based on financial statements drawn up to the
previous 31 december but taking into account any changes in the
subsequent period from 1 january to 31 march that would materially
affect the results all other associates are included on a coterminous
basis
iii joint ventures
joint ventures are contractual arrangements which the group has
entered into with one or more parties to undertake an economic
activity that is subject to joint control joint control is the contractually
agreed sharing of control over an economic activity and exists only
when the strategic financial and operating decisions relating to the
activity require the unanimous consent of the parties sharing the
control
f foreign exchange
i foreign exchange translation
items included in the financial statements of each of the group’s
entities are measured using the currency of the primary economic
environment in which the entity operates the functional currency
the consolidated financial statements are presented in us dollars
which is the group’s presentational currency the exchange rates to
the us dollar used in preparing the consolidated financial statements
were as follows
year ended year ended 
31 march 2009 31 march 2008
average rate
south african rand zar 887 713
colombian peso cop 2061 1997
euro € 069 071
czech koruna czk 1754 1928
polish zloty pln 251 264
closing rate
south african rand zar 961 815
colombian peso cop 2561 1822
euro € 076 063
czech koruna czk 2057 1606
polish zloty pln 352 223
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 equity
overview business review governance financial statements shareholder information
1 accounting policies continued notes to the consolidated financial statements continued
74 notes to the consolidated financial statements sabmiller plc annual report 2009
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 recycled through
the income statement as part of the gain or loss on disposal
goodwill and fair value adjustments arising on the acquisition of 
a foreign entity are treated as assets and liabilities of the foreign 
entity and translated at the closing rate
g business combinations
i subsidiaries
the purchase method is used to account for the acquisition of
subsidiaries the identifiable net assets including intangibles are
incorporated into the financial statements on the basis of their fair
value from the effective date of control and the results of subsidiary
undertakings acquired during the financial year are included in the
group’s results from that date
control is presumed to exist when the group owns directly or
indirectly through subsidiaries more than half of the voting power 
of an entity unless in exceptional circumstances it can be clearly
demonstrated that such ownership does not constitute control
control also exists where the group has the ability to direct or
dominate decisionmaking in an entity regardless of whether this
power is actually exercised
on the acquisition of a company or business fair values reflecting
conditions at the date of acquisition are attributed to the identifiable
assets including intangibles liabilities and contingent liabilities
acquired fair values of these assets and liabilities are determined 
by reference to market values where available or by reference to 
the current price at which similar assets could be acquired or similar
obligations entered into or by discounting expected future cash 
flows to present value using either market rates or the riskfree 
rates and riskadjusted expected future cash flows
the cost of an acquisition is measured as the fair value of the assets
given equity instruments issued and liabilities incurred or assumed 
at the date of the acquisition plus costs directly attributable to the
acquisition it also includes the group’s estimate of any deferred
consideration payable where the business combination agreement
provides for an adjustment to the cost that is contingent on future
events contingent consideration is included in the cost of an
acquisition if the adjustment is probable that is more likely than 
not and can be measured reliably the difference between the costs
of acquisition and the share of the net assets acquired is capitalised
as goodwill
where the group purchases additional shares in subsidiaries such
purchases are reflected as separate acquisition processes and no
revised fair valuation is required the difference between the costs 
of acquisition and the share of the net assets acquired is capitalised
as goodwill
on the subsequent disposal or termination of a previously acquired
business the results of the business are included in the group’s
results up to the effective date of disposal the profit or loss on
disposal or termination is calculated after charging the amount of 
any related goodwill to the extent that it has not previously been
taken to the income statement
ii associates and joint ventures
the group’s share of the recognised income and expenses of
associates and joint ventures are accounted for using the equity
method from the date significant influence or joint control commences
to the date it ceases based on present ownership interests the date
significant influence or joint control commences is not necessarily the
same as the closing date or any other date named in the contract
the group recognises its share of associates’ and joint ventures’
posttax results as a one line entry before profit before tax in the
income statement and its share of associates’ and joint ventures’
equity movements as a one line entry in the statement of total
recognised income and expense
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
iii goodwill
goodwill arising on consolidation represents the excess of the 
costs of acquisition over the group’s interest in the fair value of the
identifiable assets including intangibles liabilities and contingent
liabilities of the acquired entity at the date of acquisition where the
fair value of the group’s share of identifiable net assets acquired
exceeds the fair value of the consideration the difference is recorded
as negative goodwill negative goodwill arising on an acquisition is
recognised immediately in the income statement
goodwill is stated at cost less impairment losses and is reviewed 
for impairment on an annual basis any impairment identified is
recognised immediately in the income statement and is not reversed
the carrying amount of goodwill in respect of associates and joint
ventures is included in the carrying value of the investment in the
associate or joint venture
where a business combination occurs in several stages the goodwill
associated with each stage is calculated using fair value information
at the date of each additional share purchase
h intangible assets
intangible assets are stated at cost less accumulated amortisation 
on a straightline basis if applicable and impairment losses cost is
usually determined as the amount paid by the group unless the asset
has been acquired as part of a business combination amortisation 
is included within net operating expenses in the income statement
internally generated intangibles are not recognised except for 
applied development costs referred to under 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
1 accounting policies continued sabmiller plc annual report 2009 notes to the consolidated financial statements 75
intangible assets acquired as part of a business combination are
recognised separately when they are identifiable it is probable that
economic benefits will flow to the group and the fair value can be
measured reliably
i brands recognised as part of a business combination
brands are recognised as an intangible asset where the brand has 
a longterm value acquired brands are only recognised where title 
is clear or the brand could be sold separately from the rest of the
business and the earnings attributable to it are separately identifiable
the group typically arrives at the cost of such brands on a relief from
royalty basis
acquired brands are amortised in respect of brands currently held
the amortisation period is 10 to 40 years being the period for which
the group has exclusive rights to those brands
ii contract brewing and other licences recognised as part 
of a business combination
contractual arrangements for contract brewing and competitor
licensing arrangements are recognised as an intangible asset at 
a fair value representing the remaining contractual period with 
an assumption about the expectation that such a contract will be
renewed together with a valuation of this extension contractual
arrangements and relationships with customers and distributors 
are also valued on a similar basis
acquired licences or contracts are amortised in respect of licences or
contracts currently held the amortisation period is the period for which
the group has exclusive rights to these assets or income streams
iii customer lists and distributor relationships recognised 
as part of a business combination
the fair value of businesses acquired may include customer lists 
and distributor relationships these are recognised as intangible
assets and are calculated by discounting the future revenue stream
attributable to these lists or relationships
acquired customer lists or distributor relationships are amortised in
respect of licences or 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 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 their useful lives the
capital element of future obligations under the leases is included as 
a liability in the balance sheet classified as appropriate as a current
or noncurrent liability the interest element of the lease obligations 
is charged to the income statement over the period of the lease term
to reflect a constant rate of interest on the remaining balance of the
obligation for each financial period
iii returnable containers
returnable containers in circulation are recorded within property
plant and equipment at cost net of accumulated depreciation less 
any impairment loss
depreciation of returnable bottles and containers is recorded to 
write the containers off over the course of their economic life this 
is typically undertaken in a two stage process
■ the excess over deposit value is written down over a period of 
1 to 10 years
■ provisions are made against the deposit values for breakages and
loss in trade together with a design obsolescence provision held to
write off the deposit value over the expected bottle design period –
which is a period of no more than 10 years from the inception of a
bottle design this period is shortened where appropriate by
reference to market dynamics and the ability of the entity to use
bottles for different brands
iv depreciation
no depreciation is provided on freehold land or assets in the course
of construction in respect of all other plant property and equipment
depreciation is provided on a straightline basis at rates calculated to
write off the cost less the estimated residual value of each asset over
its expected useful life as follows
freehold buildings 20 – 50 years
leasehold buildings shorter of the lease term 
or 50 years
plant vehicles and systems 2 – 30 years
returnable containers 
nonreturnable containers 
are recorded as inventory 1 – 10 years
assets held under finance leases lower of the lease term 
or life of the asset
overview business review governance financial statements shareholder information
1 accounting policies continued notes to the consolidated financial statements continued
76 notes to the consolidated financial statements sabmiller plc annual report 2009
the group regularly reviews all of its depreciation rates and residual
values to take account of any changes in circumstances when
setting useful economic lives the principal factors the group takes
into account are the expected rate of technological developments
expected market requirements for the equipment and the intensity 
at which the assets are expected to be used
the profit or loss on the disposal of an asset is the difference
between the disposal proceeds and the net book amount
v capitalisation of borrowing costs
direct financing costs incurred before tax on major capital projects
during the period of development or construction that necessarily
take a substantial period of time to be developed for their intended
use are capitalised up to the time of completion of the project
j advance payments made to customers principally
hotels restaurants bars and clubs
advance payments made to customers are conditional on the
achievement of contracted sales targets or marketing commitments
the group records such payments as prepayments initially at fair
value and are amortised in the income statement over the relevant
period to which the customer commitment is made typically 3 to 5
years these prepayments are recorded net of any impairment
losses
where there is a volume target the amortised cost of the advance is
included in sales discounts as a reduction to revenue and where there
are specific marketing activitiescommitments the cost is included 
as an operating expense the amounts capitalised are reassessed
annually for achievement of targets and are impaired where there 
is objective evidence that the targets will not be achieved
assets held at customer premises are included within plant property
and equipment and are depreciated in line with group policies on
similar assets
k inventories
inventories are stated at the lower of cost incurred in bringing each
product to its present location and condition and net realisable value
as follows
■ raw materials consumables and goods for resale purchase cost
net of discounts and rebates on a firstin firstout basis fifo
■ finished goods and work in progress raw material cost plus
direct costs and a proportion of manufacturing overhead expenses
on a fifo basis
net realisable value is based on estimated selling price less further
costs expected to be incurred to completion and disposal
l financial assets and financial liabilities
financial assets and financial liabilities are initially recorded at fair
value plus any directly attributable transactions costs where
applicable for those financial instruments that are not subsequently
held at fair value the group assesses whether there is any objective
evidence of impairment at each balance sheet date
financial assets are recognised when the group has rights or other
access to economic benefits such assets consist of cash equity
instruments a contractual right to receive cash or another financial
asset or a contractual right to exchange financial instruments with
another entity on potentially favourable terms financial assets are
derecognised when the right to receive cash flows from the asset
have expired or have been transferred and the group has transferred
substantially all risks and rewards of ownership
financial liabilities are recognised when there is an obligation to
transfer benefits and that obligation is a contractual liability to deliver
cash or another financial asset or to exchange financial instruments
with another entity on potentially unfavourable terms financial
liabilities are derecognised when they are extinguished that is
discharged cancelled or expired
if a legally enforceable right exists to set off recognised amounts of
financial assets and liabilities which are in determinable monetary
amounts and there is the intention to settle net the relevant financial
assets and liabilities are offset
interest costs are charged against income in the year in which they
accrue premiums or discounts arising from the difference between
the net proceeds of financial instruments purchased or issued and
the amounts receivable or repayable at maturity are included in the
effective interest calculation and taken to net 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 though profit or
loss includes derivative assets and derivative liabilities not designated
as effective hedging instruments
all gains or losses arising from changes in the fair value of financial
assets or financial liabilities within this category are recognised in 
the income statement
a derivative financial assets and financial liabilities
derivative financial assets and financial liabilities are financial
instruments whose value changes in response to an underlying
variable require little or no initial investment and are settled in 
the future
these include derivatives embedded in host contracts such
embedded derivatives need not be accounted for separately if 
the host contract is already fair valued if it is not considered as 
a derivative if it was freestanding or if it can be demonstrated that 
it is closely related to the host contract there are certain currency
exemptions which the group has applied to these rules which limit 
the need to account for certain potential embedded foreign exchange
derivatives these are if a contract is denominated in the functional
currency of either party where that currency is commonly used in
international trade of the good traded or if it is commonly used for
local transactions in an economic environment
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
1 accounting policies continued sabmiller plc annual report 2009 notes to the consolidated financial statements 77
a provision for impairment of trade receivables is established when
there is objective evidence that the group will not be able to collect all
amounts due according to the terms of the receivables the amount
of the provision is the difference between the asset’s carrying value
and the present value of the estimated future cash flows discounted
at the original effective interest rate this provision is recognised in 
the income statement
b cash and cash equivalents
cash and cash equivalents include cash in hand bank deposits
repayable on demand and other shortterm highly liquid investments
with original maturities of three months or less
iii available for sale investments
available for sale investments are nonderivative financial assets that
are either designated in this category or not classified as financial
assets at fair value through 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 equity on disposal or impairment of available for sale
investments any gains or losses in equity are recycled through the
income statement
purchases and sales of investments are recognised on the date on
which the group commits to purchase or sell the asset investments
are derecognised when the rights to receive cash flows from the
investments have expired or have been transferred and the group 
has transferred substantially all risks and rewards of ownership
iv financial liabilities held at amortised cost
financial liabilities held at amortised cost include trade payables
accruals amounts owed to associates – trade 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 the value in use of the asset is determined
by discounting at a market based pretax discount rate the expected
future cash flows resulting from its continued use including those
arising from its final disposal when the carrying values of noncurrent
assets are written down by any impairment amount the loss is
recognised in the income statement in the period in which it is incurred
where the asset does not generate cash flows that are independent
from the cash flows of other assets the group estimates the
recoverable amount of the cash generating unit cgu to which the
assets belongs for the purpose of conducting impairment reviews
cgus are considered to be groups of assets 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
an impairment loss is held firstly against any specifically impaired
assets where an additional impairment is recognised against the
cgu the impairment is then taken against goodwill and if there is
any remaining loss it is set against the remaining assets on a pro 
rata basis
should circumstances or events change and give rise to a reversal of
a previous impairment loss the reversal is recognised in the income
statement in the period in which it occurs and the carrying value of
the asset is increased the increase in the carrying value of the asset
is restricted to the amount that it would have been had the original
impairment not occurred impairment losses in respect of goodwill 
are irreversible
goodwill is tested annually for impairment assets subject to
amortisation are reviewed for impairment if circumstances or 
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
overview business review governance financial statements shareholder information
1 accounting policies continued notes to the consolidated financial statements continued
78 notes to the consolidated financial statements sabmiller plc annual report 2009
where such shares are subsequently sold or reissued any
consideration received net of any directly attributable incremental
costs and related tax effects is included in equity attributable to 
the company’s equity shareholders
r revenue recognition
i sale of goods and services
revenue represents the fair value of consideration received or
receivable for goods and services provided to third parties and is
recognised when the risks and rewards of ownership are 
substantially transferred
the group presents revenue gross of excise duties because unlike
value added tax excise is not directly related to the value of sales 
it is not generally recognised as a separate item on invoices
increases in excise are not always directly passed on to customers
and the group cannot reclaim the excise where customers do not pay
for product received the group therefore considers excise as a cost
to the group and reflects it as a production cost consequently any
excise that is recovered in the sale price is included in revenue
revenue excludes value added tax it is stated net of price discounts
promotional discounts settlement discounts and after an appropriate
amount has been provided to cover the sales value of credit notes yet
to be issued that relate to the current and prior periods
the same recognition criteria also apply to the sale of byproducts
and waste such as spent grain malt dust and yeast with the
exception that these are included within other income
ii interest income
interest income is recognised on an accruals basis using the effective
interest method
when a receivable is impaired the group reduces the carrying amount
to its recoverable amount by discounting the estimated future cash
flows at the original effective interest rate and continuing to unwind
the discount as interest income
iii royalty income
royalty income is recognised on an accruals basis in accordance
with the relevant agreements and is included in other income
iv dividend income
dividend income is recognised when the right to receive payment 
is established
s operating leases
rentals paid and incentives received on operating leases are 
charged or credited to the income statement on a straightline 
basis over the lease term
t exceptional items
where certain expense or income items recorded in a period are
material by their size or incidence the group reflects such items as
exceptional items within a separate line on the income statement
except for those exceptional items that relate to associates joint
ventures net finance costs and tax associates joint ventures net
finance costs and tax exceptional items are only referred to in the
notes to the consolidated financial statements
exceptional items are also summarised in the segmental analyses
excluding those that relate to net finance costs and tax
where certain income statement items incurred are of a capital 
nature or are considered material and nonrecurring the group
presents alternative earnings per share calculations both on a
headline under the south african circular 82007 definition and 
on an adjusted basis
u taxation
the tax expense for the period comprises current and deferred tax
tax is recognised in the income statement except to the extent that 
it relates to items recognised directly in equity in which case it is
recognised in equity
current tax expense is based on the results for the period as adjusted
for items that are not taxable or not deductible the group’s liability for
current taxation is calculated using tax rates and laws that have been
enacted or substantively enacted by the balance sheet date
deferred tax is provided in full using the liability method in respect 
of all temporary differences arising between the tax bases of assets
and liabilities and their carrying values in the consolidated financial
statements except where the temporary difference arises from
goodwill or from the initial recognition other than a business
combination of other assets and liabilities in a transaction that 
affects neither accounting nor taxable profit
deferred tax liabilities are recognised where the carrying value of 
an asset is greater than its tax base or where the carrying value of 
a liability is less than its tax base deferred tax is recognised in full 
on temporary differences arising from investment in subsidiaries
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
1 accounting policies continued sabmiller plc annual report 2009 notes to the consolidated financial statements 79
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 mid year point an accrual is maintained for the
appropriate proportion of the expected bonuses which would
become payable at the year end
iv sharebased compensation
the group operates a variety of equitysettled sharebased
compensation plans these comprise share option plans with 
and without nonmarket performance conditions attached and a
performance share award scheme with market conditions attached
an expense is recognised to spread the fair value of each award
granted after 7 november 2002 over the vesting period on a 
straightline basis after allowing for an estimate of the share awards
that will eventually vest this expense is offset by a corresponding
adjustment made to equity over the remaining vesting period the
estimate of the level of vesting is reviewed at least annually with 
any impact on the cumulative charge being recognised immediately 
the charge is based on the fair value of the award as at the date 
of grant as calculated by various binomial model calculations and
monte carlo simulations
the charge is not reversed if the options are not exercised because
the market value of the shares is lower than the option price at the
date of grant
the proceeds received net of any directly attributable transaction
costs are credited to share capital nominal value and share premium
when the options are exercised
v pension obligations
the group has both defined benefit and defined contribution plans
the liability recognised in the balance sheet in respect of defined
benefit pension plans is the present value of the defined benefit
obligation at the balance sheet date less the fair value of plan assets
together with adjustments for unrecognised past service costs the
defined benefit obligation is calculated annually by independent
actuaries using the projected unit credit method the present value 
of the defined benefit obligation is determined by discounting the
estimated future cash outflows using interest rates of high quality
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 presented in the statement
of recognised income and expense with the exception of gains or
losses arising from changes in the benefits regarding past services
which are recognised in the income statement
pastservice costs are recognised immediately in the income
statement unless the changes to the pension plan are conditional 
on the employees remaining in service for a specified period of time
in this case the 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 presented in the statement of recognised
income and expense these obligations are valued annually by
independent qualified actuaries
vii termination benefits
termination benefits are payable when employment is terminated
before the normal retirement date or whenever an employee accepts
voluntary redundancy in exchange for these benefits the group
recognises termination benefits when it is demonstrably committed 
to terminating the employment of current employees according to 
a detailed formal plan without possibility of withdrawal or providing
termination benefits as a result of an offer made to encourage
voluntary redundancy benefits falling due more than 12 months 
after balance sheet date are discounted to present value in a similar
manner to all longterm employee benefits
x derivative financial instruments – hedge accounting
financial assets and financial liabilities at fair value through profit 
or loss include all derivative financial instruments the derivative
instruments used by the group which are used solely for hedging
purposes ie to offset foreign exchange and interest rate risks
comprise interest rate swaps cross currency swaps and forward
foreign exchange contracts such derivative instruments are used 
to alter the risk profile of an existing underlying exposure of the group
in line with the group’s risk management policies the group also has
derivatives embedded in other contracts primarily cross border
foreign currency supply contracts for raw materials
derivatives are initially recorded at fair value on the date a derivative
contract is entered into and are subsequently remeasured at their fair
value the method of recognising the resulting gain or loss depends
on whether the derivative is designated as a hedging instrument and
if so the nature of the hedging relationship
in order to qualify for hedge accounting the group is required to
document at inception the relationship between the hedged item 
and the hedging instrument as well as its risk management objectives
and strategy for undertaking hedging transactions the group is also
required to document and demonstrate that the relationship between
the hedged item and the hedging instrument will be highly effective
this effectiveness test is reperformed at each period end to 
ensure that the hedge has remained and will continue to remain
highly effective
the group designates certain derivatives as either hedges of the 
fair 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
overview business review governance financial statements shareholder information
1 accounting policies continued notes to the consolidated financial statements continued
80 notes to the consolidated financial statements sabmiller plc annual report 2009
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 as a
separate component of equity the ineffective portion is recognised
immediately in the income statement amounts accumulated in 
equity are recycled to the income statement in the period in which 
the hedged item affects profit or loss however where a forecasted
transaction results in a nonfinancial asset or liability the accumulated
fair value movements previously deferred in equity are included in the
initial cost of the asset or liability
iii hedges of net investments in foreign operations
hedges of net investments in foreign operations comprise either
foreign currency borrowings or derivatives typically forward 
exchange contracts and cross currency swaps designated in 
a hedging relationship
gains or losses on hedging instruments that are regarded as highly
effective are recognised in equity these largely offset foreign currency
gains or losses arising on the translation of net investments that are
recorded in equity in the foreign currency translation reserve the
ineffective portion of gains or losses on hedging instruments is
recognised immediately in the income statement amounts
accumulated in equity are only recycled to the income statement
upon disposal of the net investment
where a derivative ceases to meet the criteria of being a hedging
instrument or the underlying exposure which it is hedging is sold
matures or is extinguished hedge accounting is discontinued and
amounts previously recorded in equity are recycled to the income
statement a similar treatment is applied where the hedge is of a
future transaction and that transaction is no longer likely to occur
when the hedge is discontinued due to ineffectiveness hedge
accounting is discontinued prospectively
certain derivative instruments whilst providing effective economic
hedges under the group’s policies are not designated as hedges
changes in the fair value of any derivative instruments that do not
qualify or have not been designated as hedges are recognised
immediately in the income statement the group does not hold 
or issue derivative financial instruments for speculative purposes
y deposits by customers
returnable bottles and containers in circulation are recorded within
property plant and equipment and a corresponding liability is recorded
in respect of the obligation to repay the customers’ deposits deposits
paid by customers for branded returnable containers are reflected in
the balance sheet within current liabilities any estimated liability that
may arise in respect of deposits for unbranded containers and bottles
is shown in provisions
z earnings per share
basic earnings per share represents the profit on ordinary activities
after taxation attributable to the equity shareholders of the parent
entity divided by the weighted average number of ordinary shares in
issue during the year less the weighted average number of ordinary
shares held in the group’s employee benefit trust and in treasury
during the year
diluted earnings per share represents the profit on ordinary activities
after taxation attributable to the equity shareholders divided by 
the weighted average number of ordinary shares in issue during the
year less the weighted average number of ordinary shares held in 
the group’s employee benefit trust and in treasury during the year
plus the weighted average number of dilutive shares resulting from
share options and other potential ordinary shares outstanding 
during the year
1 accounting policies continued sabmiller plc annual report 2009 notes to the consolidated financial statements 81
2 segmental analysis
primary reporting format – geographical segments
income statement
share of
posttax share of
results of posttax
segment segment associates and segment segment results of
revenue result joint ventures total revenue result associates total
2009 2009 2009 2009 2008 2008 2008 2008
usm usm usm usm usm usm usm usm
latin america 5484 1102 1 1103 5239 892 – 892
europe 6118 448 4 452 5242 947 1 948
north america 1553 639 228 867 5120 411 – 411
africa and asia 2085 352 191 543 1853 330 150 480
south africa 3463 704 92 796 3956 962 121 1083
corporate – 97 – 97 – 94 – 94
group 18703 3148 516 3664 21410 3448 272 3720
net finance costs 706 456
profit before tax 2958 3264
taxation 801 976
profit for the year 2157 2288
voluntary income statement disclosures for the primary reporting format
alternative performance measures have been provided below on a segmental basis since the directors believe that they give a useful additional
indication of underlying performance
group revenue including associates and joint ventures
group
share of revenue
associates’ including group
and joint associates share of revenue
segment ventures’ and joint segment associates’ including
revenue revenue ventures revenue revenue associates
2009 2009 2009 2008 2008 2008
usm usm usm usm usm usm
latin america 5484 11 5495 5239 12 5251
europe 6118 27 6145 5242 6 5248
north america 1553 3674 5227 5120 – 5120
africa and asia 2085 2047 4132 1853 1514 3367
south africa 3463 840 4303 3956 886 4842
– beverages 3463 492 3955 3956 490 4446
– hotels and gaming – 348 348 – 396 396
group 18703 6599 25302 21410 2418 23828
there is no material difference between the source and destination of revenue revenue between segments is immaterial
operating profit
operating operating
profit before profit before
operating exceptional exceptional operating exceptional exceptional
profit gainslosses items profit losses items
2009 2009 2009 2008 2008 2008
usm usm usm usm usm usm
latin america 1102 45 1057 892 61 953
europe 448 452 900 947 – 947
north america 639 409 230 411 51 462
africa and asia 352 – 352 330 – 330
south africa beverages 704 – 704 962 – 962
corporate 97 – 97 94 – 94
group 3148 2 3146 3448 112 3560
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
82 notes to the consolidated financial statements sabmiller plc annual report 2009
2 segmental analysis continued
ebita
this comprises operating profit before exceptional items amortisation of intangible assets excluding software and includes the group’s share
of associates’ and joint ventures’ operating profit on a similar basis
amortisation
of intangible amortisation
share of assets of intangible
associates’ and excluding share of assets
joint ventures’ software associates’ excluding
operating operating – group operating operating software –
profit before profit before and share of profit before profit before group and
exceptional exceptional associates and exceptional exceptional share of
items items joint ventures ebita items items associates ebita
2009 2009 2009 2009 2008 2008 2008 2008
usm usm usm usm usm usm usm usm
latin america 1057 1 115 1173 953 – 118 1071
europe 900 4 40 944 947 1 4 952
north america 230 314 37 581 462 – 15 477
africa and asia 352 283 7 642 330 231 7 568
south africa 704 181 1 886 962 203 2 1167
– beverages 704 60 – 764 962 64 – 1026
– hotels and gaming – 121 1 122 – 139 2 141
corporate 97 – – 97 94 – – 94
group 3146 783 200 4129 3560 435 146 4141
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
2009 2008
usm usm
share of associates’ and joint ventures’ operating profit before exceptional items 783 435
share of associates’ and joint ventures’ exceptional items 91 –
share of associates’ and joint ventures’ finance costs 25 11
share of associates’ and joint ventures’ taxation 113 120
share of associates’ and joint ventures’ minority interests 38 32
share of posttax results of associates and joint ventures 516 272
ebitda a reconciliation of group ebitda after cash exceptional items to cash generated from operations can be found in note 27a
this comprises the net cash generated from operations before working capital movements and after operating cash exceptional items
ebitda ebitda
before cash cash before cash cash
exceptional exceptional exceptional exceptional
items items ebitda items items ebitda
2009 2009 2009 2008 2008 2008
usm usm usm usm usm usm
latin america 1418 19 1399 1319 17 1302
europe 1239 6 1233 1203 – 1203
north america
1
244 24 220 569 2 567
africa and asia 441 – 441 404 – 404
south africa beverages 883 – 883 1073 – 1073
corporate 12 – 12 31 – 31
group 4213 49 4164 4537 19 4518
1 ebitda excludes the results of associates and joint ventures and hence the decline in ebitda for north america is due to the us and puerto rico operations 
of the miller business being contributed into the millercoors joint venture during the period sabmiller plc annual report 2009 notes to the consolidated financial statements 83
2 segmental analysis continued
balance sheet
total assets
investment in
segment associates and unallocated total segment investment in unallocated total
assets joint ventures assets
1
assets assets associates assets
1
assets
2009 2009 2009 2009 2008 2008 2008 2008
usm usm usm usm usm usm usm usm
latin america 12175 3 – 12178 15314 2 – 15316
europe 6207 9 – 6216 7683 12 – 7695
north america 326 5463 – 5789 6041 – – 6041
africa and asia 2307 1516 – 3823 1906 1475 – 3381
south africa 2035 291 – 2326 2186 337 – 2523
corporate 414 – – 414 470 – – 470
unallocated assets – – 873 873 – – 656 656
group 23464 7282 873 31619 33600 1826 656 36082
1 unallocated assets include borrowingsrelated derivative financial instrument assets current tax and deferred tax assets
 as restated see note 28
total liabilities
segment unallocated total segment unallocated total 
liabilities liabilities
1
liabilities liabilities liabilities
1
liabilities
2009 2009 2009 2008 2009 2008
usm usm usm usm usm usm
latin america 1055 – 1055 1400 – 1400
europe 1055 – 1055 1325 – 1325
north america 65 – 65 1341 – 1341
africa and asia 361 – 361 323 – 323
south africa 491 – 491 569 – 569
corporate 312 – 312 533 – 533
unallocated liabilities – 12167 12167 – 12347 12347
group 3339 12167 15506 5491 12347 17838
1 unallocated liabilities include borrowings including related derivative financial instrument liabilities current tax and deferred tax liabilities
 as restated see note 28
other segmental information
depreciation impairment
and amortisation other noncash items
1
losses recognised
2009 2008 2009 2008 2009 2008
usm usm usm usm usm usm
latin america 406 396 99 2 5 3
europe 349 256 49 3 409 7
north america 31 151 444 8 – 1
africa and asia 86 77 12 13 1 9
south africa 145 145 51 18 10 –
corporate 16 13 20 19 – 2
group 1033 1038 411 27 425 22
1 other noncash items principally include profits on disposal of businesses share option charges and unrealised gainslosses from fair value hedges
capital expenditure 
excluding acquisitions acquisition activity total capital expenditure
1
2009 2008 2009 2008 2009 2008
usm usm usm usm usm usm
latin america 552 730 – – 552 730
europe 753 565 149 1209 902 1774
north america 38 166 – – 38 166
africa and asia 502 295 40 – 542 295
south africa 285 279 – – 285 279
corporate 17 26 – – 17 26
group 2147 2061 189 1209 2336 3270
1 capital expenditure includes acquisitions and additions of intangible assets and property plant and equipment
 as restated see note 28
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
84 notes to the consolidated financial statements sabmiller plc annual report 2009
2 segmental analysis continued
secondary reporting format – business segments
revenue total assets capital expenditure
1
2009 2008 2009 2008 2009 2008
usm usm usm usm usm usm
lager 15751 18681 19706 29414 1872 3036
soft drinks 2400 2239 2846 3134 363 136
other 552 490 912 1052 101 98
subtotal 18703 21410 23464 33600 2336 3270
investment in associates and joint ventures 7282 1826
unallocated assets 873 656
group 18703 21410 31619 36082 2336 3270
1 capital expenditure includes acquisitions and additions of intangible assets and property plant and equipment
 as restated see note 28
there is no material difference between the source and destination of revenue revenue between segments is immaterial
3 net operating expenses
2009 2008
usm usm
cost of inventories recognised as an expense 5203 5869
– changes in inventories of finished goods and work in progress 69 208
– raw materials and consumables used 5134 5661
excise duties
1
3820 4353
employee benefits costs see note 6a 1940 2344
depreciation of property plant and equipment 829 848
– owned assets 621 629
– under finance lease 5 4
– containers 203 215
profit on disposal of available for sale investments – 1
profit on disposal of businesses 526 17
profit on disposal of associates – 1
lossprofit on disposal of property plant and equipment 10 10
amortisation of intangible assets 204 190
– intangible assets excluding software 164 141
– software 40 49
other expenses 4352 4657
– selling marketing and distribution costs 2281 2743
– repairs and maintenance expenditure on property plant and equipment 308 351
– impairment of goodwill 364 –
– impairment of intangible assets 14 –
– impairment of property plant and equipment 16 5
– impairment of trade and other receivables 31 17
– operating lease rentals – land and buildings 65 61
– operating lease rentals – plant vehicle and systems 91 78
– research and development expenditure 7 9
– other operating expenses 1175 1393
total net operating expenses by nature 15832 18232
other income 277 270
– revenue received from royalties 36 32
– dividends received from investments 1 1
– other operating income 240 237
net operating expenses 15555 17962
1 excise duties of us3820 million 2008 us4353 million have been incurred during the year as follows latin america us1383 million 2008 us1334 million
europe us1118 million 2008 us995 million north america us239 million 2008 us861 million africa and asia us454 million 2008 us420 million
and south africa us626 million 2008 us743 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 us34 million 2008 gain of us7 million sabmiller plc annual report 2009 notes to the consolidated financial statements 85
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
2009 2008
usm usm
group auditors
fees payable to the group’s auditors and their associates for
auditing of subsidiaries pursuant to legislation 6 8
other services supplied pursuant to legislation 1 –
other services relating to taxation 4 4
services relating to corporate finance transactions – 3
other services
1
4 6
fees payable to the group’s auditors for auditing of the parent company’s annual accounts 1 2
16 23
1 in 2008 principally relating to assurance on internal financial control upgrade
2009 2008
usm usm
other auditors
fees payable to other auditors for other services
auditing of subsidiaries pursuant to legislation 1 1
other services relating to taxation 2 3
internal audit services 1 3
other services 3 3
7 10
4 exceptional items
2009 2008
usm usm
exceptional items included in operating profit
impairments 392 –
integration and restructuring costs 110 129
profit on disposal of businesses 526 17
unwinding of fair value adjustments on inventory 9 –
litigation 13 –
net exceptional gainslosses included within operating profit 2 112
exceptional items included in net finance costs
gain on early termination of financial derivatives 20 –
share of associates’ and joint ventures’ exceptional items
integration and restructuring costs 33 –
impairment of intangible assets 38 –
unwinding of fair value adjustments on inventory 13 –
fair value losses on financial instruments 7 –
share of associates’ and joint ventures’ exceptional losses 91 –
taxation credits relating to subsidiaries’ and the group’s share of associates’ 
and joint ventures’ exceptional items 56 40
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
86 notes to the consolidated financial statements sabmiller plc annual report 2009
4 exceptional items continued
exceptional items included in operating profit
impairments
during 2009 goodwill impairments were recorded in respect of the grolsch business and sarmat in ukraine of us350 million and us14 million
respectively other impairments principally related to intangible assets and property plant and equipment in ukraine of us28 million
there were no impairments recorded as exceptional items in 2008
integration and restructuring costs
during 2009 us51 million of integration and restructuring costs were incurred in grolsch poland the czech republic russia and ukraine in
europe us31 million of restructuring costs were incurred in latin america principally in colombia and us28 million of staff retention and
certain integration costs were recorded in north america relating to millercoors
in 2008 in latin america integration and restructuring costs of us78 million associated with the consolidation of bavaria were incurred and in
north america a charge of us51 million was recorded related to staff retention arrangements and for certain integration costs in preparation
for the millercoors joint venture
profit on disposal of businesses
during 2009 a profit of us437 million arose in north america on the disposal of the us and puerto rico operations of the miller business 
into the millercoors joint venture see note 29 for further details in latin america a net us89 million profit on disposal was recorded on the
disposal of the water business in colombia and the soft drinks business in bolivia
in 2008 a net us17 million profit on disposal was recognised on the disposal of soft drinks businesses in costa rica and colombia
unwinding of fair value adjustments on inventory
on the acquisition of grolsch inventory was fair valued to market value the uplift is charged to the income statement as the inventory is sold
during 2009 us9 million was charged to operating profit and treated as an exceptional item
there was no unwinding of fair value adjustments on inventory recorded as an exceptional item in 2008
litigation
during 2009 a provision has been recorded in latin america relating to ongoing litigation amounting to us13 million 2008 usnil
exceptional items included in net finance costs
during 2009 a us20 million gain arose on the early termination of financial derivatives 2008 usnil
share of associates’ and joint ventures’ exceptional items
integration and restructuring costs
the group’s share of millercoors’ integration and restructuring costs of us33 million mainly related to relocation and severance costs
impairment of intangible assets
this relates to the group’s share of the impairment of the sparks brand recorded in millercoors
unwinding of fair value adjustments on inventory
in 2009 the group’s share of millercoors’ charge to operating profit in the year related to the unwind of the fair value adjustment to inventory 
of us13 million
fair value losses on financial instruments
the group’s share of losses related to fair value mark to market adjustments on financial instruments at hotels and gaming amounted to 
us7 million
taxation credits relating to subsidiaries’ and the group’s share of associates’ and joint ventures’ exceptional items
in 2009 taxation credits of us56 million arose in relation to exceptional items during the year and include us31 million in relation to
millercoors although the tax credit is recognised in miller brewing company see note 7
the taxation credits recorded in 2008 arose in relation to the net exceptional items charged during the year sabmiller plc annual report 2009 notes to the consolidated financial statements 87
5 net finance costs
2009 2008
usm usm
a interest payable and similar charges
interest payable on bank loans and overdrafts 262 172
interest element of derivatives 253 120
interest payable on corporate bonds 406 401
interest element of finance lease payments 1 1
net exchange lossesgains on financing activities 288 39
fair value losses on financial instruments
– fair value losses on dividend related derivatives
1
12 10
– fair value losses on standalone derivative financial instruments 27 23
– ineffectiveness of net investment hedges
1
22 –
other finance charges 30 33
total interest payable and similar charges 1301 721
b interest receivable and similar income
interest receivable 66 83
interest element of derivatives 201 115
fair value gains on financial instruments
– fair value gains on standalone derivative financial instruments 291 19
– ineffectiveness of fair value hedges 10 3
– ineffectiveness of net investment hedges
1
– 45
– fair value gains on dividend related derivatives
1
7 –
gain on early termination of financial derivatives
1
20 –
total interest receivable and similar income 595 265
net finance costs 706 456
1 these items have been excluded from the determination of adjusted earnings per share adjusted net finance costs are therefore us699 million 
2008 us491 million
refer to note 22 – financial risk factors for interest rate risk information
6 employee and key management compensation costs
a employee costs
2009 2008
usm usm
wages and salaries 1580 1908
sharebased payments 79 79
social security costs 164 199
pension costs 99 120
postretirement benefits other than pensions 19 47
1941 2353
of the us1941 million employee costs shown above us1 million has been capitalised within property plant and equipment 
2008 us9 million
b employee numbers
the average monthly number of employees are shown on a fulltime equivalent basis excluding employees of associated and joint 
venture undertakings and including executive directors
2009 2008
number number
latin america 24793 25389
europe 15987 12921
north america 1544 5991
africa and asia 13841 12806
south africa 12184 11749
corporate 286 260
group 68635 69116
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
88 notes to the consolidated financial statements sabmiller plc annual report 2009
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 2009 there were
23 2008 24 key management
2009 2008
usm usm
salaries and shortterm employee benefits 23 31
postemployment benefits 2 3
sharebased payments 14 14
39 48
the key management figures given above include the directors
d directors
2009 2008
usm usm
aggregate emoluments £4251478 2008 £5147805 7 10
aggregate gains made on the exercise of share options or vesting of share awards 2 9
company contributions to money purchase schemes £528000 2008 £490500 1 1
10 20
at 31 march 2009 two directors 2008 two had retirement benefits accruing under money purchase pension schemes
full details of individual directors’ remuneration are given in the remuneration report on pages 57 to 65
7 taxation
2009 2008
usm usm
current taxation 670 926
charge for the year uk corporation tax us4 million charge 2008 usnil 693 935
adjustments in respect of prior years 23 9
withholding taxes and other remittance taxes 67 64
total current taxation 737 990
deferred taxation 64 14
charge for the year uk corporation tax usnil 2008 us9 million credit 81 8
adjustments in respect of prior years 14 17
rate change 3 5
801 976
tax on items creditedcharged to equity
deferred tax creditcharge on actuarial gains and losses 94 10
deferred tax credit on financial instruments 31 2
125 8
total current tax 737 990
total deferred tax 61 6
total taxation 676 984
effective tax rate  302 325
see page 156 for the definition of the effective tax rate this calculation is on a basis consistent with that used in prior years and is also
consistent with other group operating metrics
although the us and puerto rico operations of the miller business were contributed into the millercoors joint venture during the period
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 millercoors’ taxable profits and
includes tax in equity on the group’s share of millercoors’ taxable items included in equity sabmiller plc annual report 2009 notes to the consolidated financial statements 89
7 taxation continued
tax rate reconciliation
2009 2008
usm usm
profit before taxation 2958 3264
less share of posttax results of associates and joint ventures 516 272
2442 2992
tax charge at standard uk rate of 28 2008 30 684 898
exempt income 39 39
other incentive allowances 21 19
expenses not deductible for tax purposes 62 88
deferred tax asset not recognised 55 34
tax impact of millercoors joint venture 64 –
withholding taxes and other remittance taxes 67 64
other taxes 30 33
adjustments in respect of foreign tax rates 74 85
adjustments in respect of prior periods 37 26
deferred taxation rate change 3 5
deferred taxation on unremitted earnings of overseas subsidiaries 13 33
total income tax expense 801 976
8 earnings per share
2009 2008
us cents us cents
basic earnings per share 1252 1349
diluted earnings per share 1247 1342
headline earnings per share 1190 1330
adjusted basic earnings per share 1375 1431
adjusted diluted earnings per share 1368 1424
the weighted average number of shares was
2009 2008
millions millions 
of shares of shares
ordinary shares 1514 1504
treasury shares see note 25 7 –
ebt ordinary shares 5 4
basic shares 1502 1500
dilutive ordinary shares from share options 7 8
diluted shares 1509 1508
the calculation of diluted earnings per share excludes 10982094 2008 7827902 share options that were nondilutive for the year because
the exercise price of the option exceeded the fair value of the shares during the year and 8912780 2008 6971801 share awards that were
nondilutive for the year because the performance conditions attached to the share awards have not been met these share awards could
potentially dilute earnings per share in the future
7192730 share awards were granted after 31 march 2009 and before the date of signing of these financial statements
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
90 notes to the consolidated financial statements sabmiller plc annual report 2009
8 earnings per share continued
adjusted and headline earnings
the group presents an adjusted earnings per share figure to exclude the impact of amortisation of intangible assets excluding capitalised
software and other nonrecurring items in order to present a more useful comparison for the years shown in the consolidated financial
statements adjusted earnings per share has been based on adjusted earnings for each financial year and on the same number of weighted
average shares in issue as the basic earnings per share calculation headline earnings per share has been calculated in accordance with the
south african circular 82007 entitled ‘headline earnings’ which forms part of the listing requirements for the jse ltd jse the adjustments
made to arrive at headline earnings and adjusted earnings are as follows
2009 2008
usm usm
profit for the financial year attributable to equity holders of the parent 1881 2023
headline adjustments
impairment of goodwill 364 –
impairment of intangible assets 14 –
impairment of property plant and equipment 16 5
lossprofit on disposal of property plant and equipment 10 12
profit on disposal of businesses 526 17
tax effects of the above items 4 4
minority interests’ share of the above items 1 –
share of joint ventures’ and associates’ headline adjustments net of tax and minority interests 34 –
headline earnings 1788 1995
integration and restructuring costs 108 129
net lossgain on fair value movements on capital items
1
27 35
unwind of fair value adjustments on inventory 9 –
gain on early termination of financial derivatives 20 –
litigation 13 –
amortisation of intangible assets excluding capitalised software 164 141
tax effects of the above items 110 88
minority interests’ share of the above items 4 –
share of joint ventures’ and associates’ other adjustments net of tax and minority interests 90 5
adjusted earnings 2065 2147
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
2009 2008
usm usm
equity
2008 final dividend paid 420 us cents 2007 360 us cents per ordinary share 640 537
2009 interim dividend paid 160 us cents 2008 160 us cents per ordinary share 237 232
877 769
in addition the directors are proposing a final dividend of 420 us cents per share in respect of the financial year ended 31 march 2009 which
will absorb an estimated us631 million of shareholders’ funds if approved by shareholders the dividend will be paid on 28 august 2009 
to shareholders registered on the london and johannesburg registers on 21 august 2009 the total dividend per share for the year is 
580 us cents 2008 580 us cents
safari ltd waived its rights to interim dividends of us12 million 2008 us12 million and to the final dividend in respect of 2008 of 
us32 million 2007 us28 million on 26 february 2009 these nonvoting convertible shares held by safari ltd were converted into 
ordinary shares and then acquired by the company to be held as treasury shares the treasury shares are not entitled to dividends
the employee benefit trusts ebt which hold shares for the various executive share incentive schemes have waived their rights to dividends
dividends are paid between group companies out of profits available for distribution subject to amongst other things in the case of 
companies incorporated in great britain the provisions of the companies’ articles of association and the companies act 1985 as amended
there are restrictions over the distribution by a company incorporated in great britain of any profits which are not generated from external cash
receipts as defined in technical release 108 issued by the institute of chartered accountants in england and wales the final dividend of the
company of us640 million paid on 7 august 2008 relating to the year ended 31 march 2008 and the interim dividend of us237 million paid
on 5 december 2008 relating to the six months ended 30 september 2008 were paid out of profits available for distribution and the final
dividend of the company of us631 million proposed to be paid on 28 august 2009 relating to the year ended 31 march 2009 will be paid
out of profits available for distribution as at 31 march 2009 sabmiller plc annual report 2009 notes to the consolidated financial statements 91
10 goodwill
usm
cost
at 1 april 2007 13250
exchange adjustments 1370
arising on increase in share of subsidiary undertakings 27
arising on acquisition of subsidiary undertakings 486
at 31 march 2008 15133
exchange adjustments 2215
arising on increase in share of subsidiary undertakings see note 29 3
arising on acquisition of subsidiary undertakings provisional see note 29 144
contributed to joint ventures 3998
at 31 march 2009 9067
accumulated impairment
at 1 april 2007 and 31 march 2008 –
exchange adjustments 31
impairment 364
at 31 march 2009 333
net book amount
at 1 april 2007 13250
at 31 march 2008 15133
at 31 march 2009 8734
as restated see note 28
2009
provisional goodwill arising on the acquisition of subsidiary undertakings during the year has resulted from the acquisitions of vladpivo in
russia sarmat in ukraine pabod in nigeria voltic in nigeria and ghana and sabmiller vietnam jv company limited in vietnam see note 29
the fair value exercises in respect of these acquisitions have yet to be completed
goodwill arising on the formation of the millercoors joint venture is recorded within the investment in joint ventures
during 2009 goodwill impairments were recorded in respect of the grolsch business and sarmat in ukraine of us350 million and 
us14 million respectively
2008
additional goodwill arising on the acquisitions of grolsch and browar belgia spzoo both of which occurred during the year the fair value
exercises in respect of these acquisitions 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
2009 2008
usm usm
cgus
latin america
– central america 830 830
– colombia 3387 4729
– peru 1482 1700
– other latin america 201 206
europe
– czech 873 1109
– netherlands 103 502
– italy 428 509
– other europe 149 149
north america 256 4254
africa and asia
– india 354 428
– other africa and asia 177 135
south africa 494 582
8734 15133
as restated see note 28
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
92 notes to the consolidated financial statements sabmiller plc annual report 2009
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 an 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 primary segments
expected
volume posttax longterm
growth rate discount growth
2010–2014 rates rates
latin america 4687 97177 20
europe 20129 73162 1525
north america 77 70 15
africa and asia 18185 96174 3050
south africa 66 129 20
impairment reviews results
as a result of the annual impairment reviews total impairment losses have been recognised in respect of cgus as follows
usm
netherlands 350
ukraine 42
392
netherlands
the grolsch business was acquired in february 2008 for total consideration of us1201 million the impairment loss of us350 million 
has arisen principally due to deterioration in forecast trading conditions in both the netherlands which has been impacted by excise increases
and the recent introduction of a smoking ban and in export markets the impairment loss has been allocated to goodwill
the recoverable amount was determined based on value in use calculations on a pretax basis the pretax discount rate used in the
calculation was 102 and the posttax discount rate used in the previous value in use calculation was 71
ukraine
a total impairment loss of us42 million has been recognised in respect of cjsc sarmat in ukraine which was acquired in july 2008
subsequent to the acquisition the business has not performed as expected as the ukrainian economy has suffered a significant downturn
from which it is expected to take a significant amount of time to recover
the recoverable amount was determined based on value in use calculations on a pretax basis the pretax discount rate used in the
calculation was 177 there has been no previous value in use calculation as the subsidiary was acquired during the year the impairment
loss has been allocated as follows
usm
goodwill 14
intangible assets 14
property plant and equipment 14
42
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 aside from those where 
an impairment loss has been recorded during the year sabmiller plc annual report 2009 notes to the consolidated financial statements 93
11 intangible assets
computer
brands software other total
usm usm usm usm
cost
at 1 april 2007 3919 336 18 4273
exchange adjustments 642 24 7 673
additions – separately acquired 2 56 2 60
acquisitions – through business combinations 585 – 37 622
transfers from property plant and equipment – 13 7 20
disposals – 12 – 12
at 31 march 2008 5148 417 71 5636
exchange adjustments 1019 51 2 1072
additions – separately acquired 28 44 1 73
acquisitions – through business combinations 28 1 – 29
contributed to joint ventures 215 149 – 364
transfers – 7 7 –
transfers from property plant and equipment – 13 2 15
transfers to other assets – 13 – 13
disposals 9 – – 9
at 31 march 2009 3961 269 65 4295
aggregate amortisation and impairment
at 1 april 2007 179 192 1 372
exchange adjustments 36 12 2 50
amortisation 138 49 3 190
disposals – 12 – 12
at 31 march 2008 353 241 6 600
exchange adjustments 92 25 – 117
amortisation 148 40 16 204
contributed to joint ventures 27 105 – 132
impairment 14 – – 14
disposals 3 – – 3
at 31 march 2009 393 151 22 566
net book amount
at 1 april 2007 3740 144 17 3901
at 31 march 2008 4795 176 65 5036
at 31 march 2009 3568 118 43 3729
as restated see note 28
during 2009 an impairment charge of us14 million was made in respect of intangible assets in ukraine see note 10
at 31 march 2009 significant individual brands included within the carrying value of intangible assets are as follows
amortisation
period
2009 2008 remaining
brand carrying value usm usm years
aguila colombia 1187 1715 36
cristal peru 596 703 36
grolsch netherlands 485 594 39
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
94 notes to the consolidated financial statements sabmiller plc annual report 2009
12 property plant and equipment
assets in plant
course of land and vehicles returnable
construction buildings and systems containers total
usm usm usm usm usm
cost
at 1 april 2007 403 2606 6218 1319 10546
exchange adjustments 74 384 739 115 1312
additions 1130 50 385 435 2000
acquisitions – through business combinations 15 291 250 31 587
breakages and shrinkage – – – 31 31
transfers 667 88 442 137 –
transfers to intangible assets 36 4 22 10 20
disposals 1 69 167 142 379
at 31 march 2008 918 3354 7889 1854 14015
exchange adjustments 209 738 1740 409 3096
additions 1116 101 481 376 2074
acquisitions – through business combinations 1 38 112 9 160
contributed to joint ventures 18 290 1247 94 1649
breakages and shrinkage – – – 63 63
transfers 1047 240 735 72 –
transfers to intangible assets 15 – – – 15
disposals 1 25 208 145 379
at 31 march 2009 745 2680 6022 1600 11047
accumulated depreciation and impairment
at 1 april 2007 – 410 2726 660 3796
exchange adjustments – 80 346 112 538
provided during the period – 64 569 215 848
breakages and shrinkage – – – 4 4
impairments – – 5 – 5
disposals – 12 141 128 281
at 31 march 2008 – 542 3505 855 4902
exchange adjustments – 138 867 206 1211
provided during the period – 66 560 203 829
contributed to joint ventures – 69 509 28 606
breakages and shrinkage – – – 9 9
impairment – 4 11 1 16
disposals – 3 148 127 278
at 31 march 2009 – 402 2552 689 3643
net book amount
at 1 april 2007 403 2196 3492 659 6750
at 31 march 2008 918 2812 4384 999 9113
at 31 march 2009 745 2278 3470 911 7404
as restated see note 28
included in land and buildings is freehold land with a cost of us554 million 2008 us684 million which is not depreciated
included in plant vehicles and systems are the following amounts relating to assets held under finance leases
2009 2008
usm usm
net book amount 28 24 sabmiller plc annual report 2009 notes to the consolidated financial statements 95
12 property plant and equipment continued
included in plant vehicles and systems are the following amounts in respect of interest capitalised
2009 2008
usm usm
at beginning of year 26 18
exchange adjustments 5 1
amortised during the year 4 –
capitalised during the year 14 7
at end of year 31 26
borrowing costs of us14 million 2008 us7 million were capitalised during the year at an effective rate of 1347 2008 1095 it is
anticipated that of the borrowing costs capitalised during the year potentially us3 million 2008 us7 million will be available for tax relief
borrowings are secured by various of the group’s property plant and equipment with an aggregate net book value of us146 million 
2008 us70 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 34 to the accounts
usm
at 1 april 2008 –
exchange adjustments 10
reclassification from investments in associates
1
30
formation of the millercoors joint venture 5804
investments in joint ventures 235
share of results retained 225
share of losses recognised in equity 335
dividends received 454
at 31 march 2009 5495
1 as a result of sabmiller entering the millercoors joint venture joint ventures have now become a material item in the group’s financial statements this has meant
that investments in immaterial joint ventures previously classified as investments in associates have now been reclassified as investments in joint ventures
the initial cost of investment for the millercoors joint venture included 58 of the carrying value of net assets of the us and puerto rico
operations contributed by miller and 58 of the fair value of the business contributed by coors brewing company see note 29 for further
information relating to the net assets contributed to the joint venture by miller
summarised financial information for the group’s interest in joint ventures is shown below
2009
usm
revenue 3708
expenses 3483
profit after tax 225
noncurrent assets 5631
current assets 625
current liabilities 639
noncurrent liabilities 782
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
96 notes to the consolidated financial statements sabmiller plc annual report 2009
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 34 to the accounts
usm
at 1 april 2007 1351
exchange adjustments 102
purchase of shares in associates 1
acquisitions – through business combinations 13
investments in associates 179
disposals 1
share of results retained 272
dividends received 91
at 31 march 2008 1826
exchange adjustments 142
reclassification to investments in joint ventures 30
investments in associates 4
repayment of investments by associates 3
share of results retained 291
share of gains recognised in equity 5
dividends received 151
transfer to subsidiary undertaking 13
at 31 march 2009 1787
2009
the group’s interest in pacific beverages pty ltd in australia has now been classified as a joint venture following the formation of the
millercoors joint venture
on 20 march 2009 the remaining 50 equity investment in sabmiller vietnam jv company limited vietnam was purchased and from 
this date the company has been accounted for as a subsidiary see note 29
2008
additional funding totalling us179 million was provided to china resources snow breweries ltd during the year
the associate grolsch uk ltd was acquired as part of the grolsch acquisition
the analysis of associated undertakings between listed and unlisted investments is shown below
2009 2008
usm usm
listed 121 123
unlisted 1666 1703
1787 1826
the market value of listed investments included above is
– distell group ltd 318 367
summarised financial information for associates for total assets total liabilities revenue and profit or loss on a 100 basis is shown below
2009 2008
usm usm
total assets 8518 7922
total liabilities 2873 2538
revenue 8370 7414
net profit 1084 1111
delta corporation limited a listed associated undertaking of the group which operates in zimbabwe is restricted from paying dividends or
exporting capital due to foreign currency shortages and as such the market value of its listed shares is not included above some of the group’s
investments in associated undertakings which operate in african countries are also subject to local exchange control regulations these local
exchange control regulations provide for restrictions on exporting capital from those countries other than through normal dividends sabmiller plc annual report 2009 notes to the consolidated financial statements 97
15 available for sale investments
investments
usm
at 1 april 2007 52
additions 1
acquisitions – through business combinations 2
disposals 4
net gains transferred to equity 2
at 31 march 2008 53
exchange adjustments 5
additions 14
contributed to joint ventures 10
disposals 4
net losses transferred to equity 8
at 31 march 2009 40
as restated see note 28
2009 2008
usm usm
analysed as
noncurrent 29 53
current 11 –
40 53
as restated see note 28
none of the available for sale assets are past due or impaired
available for sale investments are denominated in the following currencies
2009 2008
usm usm
sa rand 6 12
us dollars 12 13
peruvian nuevo sol 8 17
other currencies 14 11
40 53
as restated see note 28
an analysis of available for sale investments between listed and unlisted is shown below
2009 2008
usm usm
listed 19 18
unlisted 21 35
40 53
as restated see note 28
the fair values of unlisted investments are based on cash flows discounted using a rate based on the market interest rate and the risk premium
specific to unlisted securities the fair 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
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
98 notes to the consolidated financial statements sabmiller plc annual report 2009
16 inventories
2009 2008
usm usm
raw materials and consumables 672 723
work in progress 135 181
finished goods and goods for resale 435 458
1242 1362
as restated see note 28
the following amount of inventories are expected to be settled after 12 months
2009 2008
usm usm
raw materials and consumables 34 31
work in progress 1 –
finished goods and goods for resale 6 7
41 38
there were no borrowings secured on the inventories of the group 2008 us4 million
there was no impairment charge recognised in respect of inventories during the year 2008 usnil
17 trade and other receivables
2009 2008
usm usm
trade receivables 1177 1541
less provision for impairment 121 148
trade receivables – net 1056 1393
other receivables 499 589
less provision for impairment 10 42
other receivables – net 489 547
amounts owed by associates – trade 27 3
amounts owed by joint ventures – trade 2 –
prepayments and accrued income 127 159
total trade and other receivables 1701 2102
analysed as
current
trade receivables – net 1053 1391
other receivables – net 386 315
amounts owed by associates – trade 27 3
amounts owed by joint ventures – trade 2 –
prepayments and accrued income 108 156
1576 1865
noncurrent
trade receivables – net 3 2
other receivables – net 103 232
prepayments and accrued income 19 3
125 237
as restated see note 28
the net carrying values of trade and other receivables are considered a close approximation of their fair values sabmiller plc annual report 2009 notes to the consolidated financial statements 99
17 trade and other receivables continued
at 31 march 2009 trade and other receivables of us356 million 2008 us351 million were past due but not impaired these relate 
to customers of whom there is no recent history of default the ageing of these trade and other receivables is shown below
past due
fully within over
performing 30 days 3060 days 6090 days 90180 days 180 days
2009 2009 2009 2009 2009 2009
usm usm usm usm usm usm
trade receivables 674 154 41 26 34 35
other receivables 163 33 6 11 1 15
amounts owed by associates – trade 27 –––––
amounts owed by joint ventures – trade 2–––––
past due
fully within over
performing 30 days 3060 days 6090 days 90180 days 180 days
2008 2008 2008 2008 2008 2008
usm usm usm usm usm usm
trade receivables 1014 220 41 24 35 31
other receivables 283 – – – – –
amounts owed by associates – trade 3 – – – – –
the group holds collateral as security for past due trade receivables to the value of us49 million 2008 us33 million and for past due other
receivables of us16 million 2008 usnil
at 31 march 2009 trade receivables of us213 million 2008 us176 million were determined to be specifically impaired and provided for
the amount of the provision at 31 march 2009 was us121 million 2008 us148 million and reflects trade receivables from customers
who are considered to be experiencing difficult economic situations it was assessed that a portion of these receivables is expected to 
be recovered the group holds collateral as security against specifically impaired trade receivables with a fair value of us1 million 
2008 us24 million
at 31 march 2009 other receivables of us13 million 2008 us136 million were determined to be specifically impaired and provided for 
the amount of the provision at 31 march 2009 was us10 million 2008 us42 million and reflects loans to customers who are considered 
to be experiencing difficult economic situations it was assessed that a portion of these receivables is expected to be recovered the group
does not hold collateral as security against specifically impaired other receivables at 31 march 2009 at 31 march 2008 the group held
collateral equal to the carrying value of specifically impaired other receivables
collateral held primarily includes bank guarantees charges over assets and concurrent amounts owing to associates
the carrying amounts of trade and other receivables are denominated in the following currencies
2009 2008
usm usm
sa rand 217 212
us dollars 212 474
euro 370 437
colombian peso 93 153
british pound 93 35
other currencies 716 791
1701 2102
as restated see note 28
movements on the provision for impairment of trade receivables and other receivables are as follows
trade receivables other receivables
2009 2008 2009 2008
usm usm usm usm
at 1 april 148 107 42 27
provision for receivables impairment 28 2 3 15
receivables written off during the year as uncollectable 26 – 1 –
acquisitions – through business combinations – 19 – –
contributed to joint ventures – – 42 –
transfers – – 9 –
exchange adjustments 29 20 1 –
at 31 march 121 148 10 42
as restated see note 28
the creation of provisions for impaired receivables has been included in net operating expenses in the income statement see note 3
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
100 notes to the consolidated financial statements sabmiller plc annual report 2009
18 cash and cash equivalents
2009 2008
usm usm
shortterm deposits 46 136
cash at bank and in hand 363 537
409 673
cash and shortterm deposits of us105 million 2008 us77 million are held in african countries including south africa and are subject to
local exchange control regulations these local exchange control regulations provide for restrictions on exporting capital from those countries
other than through normal dividends
during 2008 the group set up notional cash pools the structure facilitates interest and balance compensation of cash and bank overdrafts
this notional pooling arrangement does not meet the setoff rules under ifrs and as a result the cash and bank overdraft balances have been
reported ‘gross’ on the balance sheet as at 31 march 2009 on a ‘netted’ pro forma basis cash and cash equivalents and overdraft balances
would have been us9 million lower resulting in us400 million cash and cash equivalents and us291 million bank overdraft balances 
31 march 2008 cash and cash equivalents and overdraft balances would have been us127 million lower resulting in us546 million 
cash and cash equivalents and us358 million bank overdraft balances
19 trade and other payables
2009 2008
usm usm
trade payables 788 926
accruals 506 821
deferred income 37 46
containers in the hands of customers 353 455
amounts owed to associates – trade 25 20
amounts owed to joint ventures – trade 29 –
deferred consideration for acquisitions 6 10
excise duty payable 225 305
vat and other taxes payable 110 159
other payables 503 903
total trade and other payables 2582 3645
analysed as
current
trade payables 788 926
accruals 506 821
deferred income – 2
containers in the hands of customers 353 455
amounts owed to associates – trade 25 20
amounts owed to joint ventures – trade 29 –
deferred consideration for acquisitions 3 5
excise duty payable 225 305
vat and other taxes payable 110 159
other payables 357 614
2396 3307
noncurrent
deferred income 37 44
deferred consideration for acquisitions 3 5
other payables 146 289
186 338
as restated see note 28 sabmiller plc annual report 2009 notes to the consolidated financial statements 101
20 deferred taxation
the movement on the net deferred tax liability is shown below
2009 2008
usm usm
at beginning of year 1608 1229
exchange adjustments 371 208
acquisitions – through business combinations 14 177
formation of millercoors joint venture 678 –
rate change 3 5
charged to the income statement 67 9
deferred tax on items chargedcredited to equity
– financial instruments 31 2
– actuarial gains and losses 94 10
at end of year 1868 1608
as restated see note 28
the movements in deferred tax assets and liabilities after offsetting of balances as permitted by ias 12 during the year are shown below
pensions and
postretirement investment in
fixed asset benefit financial millercoors other timing
allowances provisions intangibles instruments joint venture differences total
usm usm usm usm usm usm usm
deferred tax liabilities
at 1 april 2008 613 30 1383 139 – 122 1949
exchange adjustments 137 7 284 26 – 11 399
acquisitions – through business combinations 14 – 2 – – – 16
formation of millercoors joint venture – – – – 569 – 569
rate change 2 – – – – 3 5
transfers from deferred tax assets – – – – – 32 32
chargedcredited to the income statement 31 8 57 52 24 – 58
deferred tax on items creditedcharged to equity
– financial instruments – – – 6 39 – 33
– actuarial gains and losses – 5 – – 99 – 94
at 31 march 2009 519 10 1044 55 455 76 2029
as restated see note 28
pensions and
postretirement
fixed asset benefit provisions financial other timing
allowances provisions and accruals instruments differences total
usm usm usm usm usm usm
deferred tax assets
at 1 april 2008 222 268 158 2 135 341
exchange adjustments 4 – 15 – 9 28
acquisitions – through business combinations – – – – 2 2
formation of millercoors joint venture 240 266 106 – 23 109
rate change – – – – 2 2
transfers to deferred tax liabilities – – – – 32 32
creditedcharged to the income statement 1 – 4 – 14 9
deferred tax on items credited to equity
– financial instruments – – – 2 – 2
at 31 march 2009 15 2 41 – 103 161
 as restated see note 28
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 and asia and latin america given both recent and forecast trading
the directors are of the opinion that the level of profits in the foreseeable future is more likely than not to be sufficient to recover these assets
deferred tax liabilities of us2044 million 2008 us1876 million are expected to be recovered after more than one year
deferred tax assets of us126 million 2008 us160 million are expected to be recovered after more than one year
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
102 notes to the consolidated financial statements sabmiller plc annual report 2009
20 deferred taxation continued
2009 2008
usm usm
unrecognised deferred tax assets
deferred tax assets have not been recognised in respect of the following items
tax losses 65 62
tax credits 64 57
capital allowances in excess of depreciation 9 8
sharebased payments 11 5
cash flow hedges 3 –
152 132
these deferred tax assets will not expire with the exception of us33 million tax credits which will expire if conditions for utilisation are not met
deferred tax is recognised on the unremitted earnings of overseas subsidiaries where there is an intention to distribute those reserves a deferred
tax liability of us16 million 2008 us35 million has been recognised a deferred tax liability of us29 million 2008 us31 million has also
been recognised in respect of unremitted profits of associates where a dividend policy is not in place no deferred tax has been recognised on
the unremitted earnings of overseas subsidiary undertakings where either the overseas profits will not be distributed in the forseeable future 
or where there are plans to remit overseas earnings of subsidiaries it is not expected that such distributions will give rise to a tax liability
temporary differences on which deferred tax has not been recognised are estimated at us5100 million 2008 us4600 million
21 borrowings
current
2009 2008
usm usm
secured
overdrafts 76 –
other secured loans 18 66
94 66
unsecured
us300 million libor  03 notes due 2009
1
301 –
cop 40 billion dtf  30 ordinary bonds due 2009 16 –
us600 million 425 notes due 2008
2
– 603
commercial paper
3 4
773 380
other unsecured loans 736 524
overdrafts 224 485
obligations under finance leases 4 4
2054 1996
total current borrowings 2148 2062
the fair value of current borrowings equals their carrying amount as the impact of discounting is not significant
1 on 28 june 2006 sabmiller plc issued us300 million libor plus 03 notes due july 2009 guaranteed by miller brewing company miller products
company miller breweries west limited partnership miller breweries east inc mbc1 llc mbc2 llc together the us guarantors and sabmiller finance bv
since 1 july 2008 the notes are not guaranteed 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
2 on 7 august 2003 miller brewing company issued us600 million 425 guaranteed notes due 2008 these notes were assumed by sabmiller plc on
30 june 2008 and subsequently repaid on 15 august 2008
3 in october 2006 sabmiller plc entered into a us1000 million commercial paper programme for general corporate purposes debt issued under the
programme was guaranteed by the us guarantors and sabmiller finance bv until 30 june 2008 since 1 july 2008 debt issued under the programme is 
not guaranteed the programme benefits from a us1000 million 364 day backstop facility that matures in october 2009 with a one year termout option
4 on 17 july 2007 sabsa holdings pty ltd and sabfin pty ltd established a zar 4000 million domestic medium term note programme under which
commercial paper may be issued on 24 december 2008 the programme was increased to zar 6000 million debt issued under the programme is guaranteed
by sabmiller plc sabmiller plc annual report 2009 notes to the consolidated financial statements 103
21 borrowings continued
noncurrent
2009 2008
usm usm
secured
secured loans 20 –
unsecured
us1100 million 55 notes 2013
1
1152 1115
us300 million 6625 guaranteed notes due 2033
2
396 327
us300 million libor  03 notes due 2009 – 304
us600 million 62 notes due 2011
3
608 608
us850 million 65 notes due 2016
3
966 929
us550 million 57 notes due 2014
4
598 –
us700 million 65 notes due 2018
4
778 –
cop 640 billion ipc  73 ordinary bonds due 2014 333 394
cop 5618 billion ipc  652 ordinary bonds due 2015 263 316
cop 370 billion ipc  818 ordinary bonds due 2012 183 220
cop 3385 billion ipc  75 ordinary bonds due 2013 172 206
cop 40 billion dtf  30 ordinary bonds due 2009 – 22
zar 1600 million 9935 guaranteed notes due 2012
5
167 200
us2000 million multicurrency revolving credit facility
6
735 2069
us600 million multicurrency revolving credit facility
7
600 –
botswana pula 60 million 1135 fixed rate bond due 2011
8
8 9
other unsecured loans 485 868
obligations under finance leases 6 9
7450 7596
total noncurrent borrowings 7470 7596
total current and noncurrent borrowings 9618 9658
analysed as
borrowings 9308 9160
obligations under finance leases 10 13
overdrafts 300 485
9618 9658
the fair value of noncurrent borrowings is us8034 million 2008 us7559 million the fair values are based on cash flows discounted
using prevailing interest rates
1 on 7 august 2003 miller brewing company issued us1100 million 55 guaranteed notes due august 2013 guaranteed by sabmiller plc and sabmiller
finance bv until 30 june 2008 since 1 july 2008 the notes are not guaranteed and sabmiller plc became the sole obligor of the notes the notes are redeemable
in whole or in part at any time at the option of the issuer at a redemption price equal to the makewhole amount in addition the notes are redeemable in whole
but not in part at the option of the issuer upon occurrence of certain changes in taxation at their principal amount with accrued and unpaid interest to the date 
of redemption
2 on 7 august 2003 sabmiller plc issued us300 million 6625 guaranteed notes due august 2033 guaranteed by miller brewing company and sabmiller
finance bv until 30 june 2008 from 1 july 2008 millercoors llc is the sole guarantor the notes are redeemable in whole or in part at any time at the option
of the issuer at a redemption price equal to the makewhole amount in addition the notes are redeemable in whole but not in part at the option of the issuer
upon occurrence of certain changes in taxation at their principal amount with accrued and unpaid interest to the date of redemption
3 on 28 june 2006 sabmiller plc issued us600 million 62 notes due july 2011 and us850 million 65 notes due july 2016 guaranteed by the 
us guarantors and sabmiller finance bv until 30 june 2008 since 1 july 2008 the notes are not guaranteed the notes are redeemable in whole or in part 
at any time at the option of the issuer at a redemption price equal to the makewhole amount in addition the notes are redeemable in whole but not in part at
the option of the issuer upon occurrence of certain changes in taxation at their principal amount with accrued and unpaid interest to the date of redemption
4 on 17 july 2008 sabmiller plc issued us550 million 57 notes due january 2014 and us700 million 65 notes due august 2018 the notes are
redeemable in whole or in part at any time at the option of the issuer at a redemption price equal to the makewhole amount the notes are redeemable in 
whole but not in part at the option of the issuer upon occurrence of certain changes in taxation at their principal amount with accrued and unpaid interest 
to the date of redemption
5 on 19 july 2007 sabsa holdings pty ltd issued zar 1600 million 9935 guaranteed notes due 2012 guaranteed by sabmiller plc the notes mature 
on 19 july 2012 the notes were issued under the zar 4000 million increased to zar 6000 million on 24 december 2008 domestic medium term note
programme established on 17 july 2007 the notes are redeemable in whole or in part at the option of the issuer upon occurrence of certain changes in 
taxation at their principal amount with accrued and unpaid interest to the date of the redemption
6 on 15 december 2005 the group entered into a us2000 million multicurrency revolving credit facility for general corporate purposes the facility matures 
in december 2012
7 on 30 may 2008 the group entered into a us600 million revolving credit facility for general corporate purposes the facility matures in may 2011
8 on 28 july 2004 a 60 million botswana pula 1135 unsecured private bond placing was placed in the botswana debt capital market this bond matures 
on 31 march 2011 the bond is redeemable at any time at the option of the issuer at a market value in whole or in part the bond is not guaranteed
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
104 notes to the consolidated financial statements sabmiller plc annual report 2009
21 borrowings continued
undrawn borrowing facilities
the group has the following undrawn committed borrowing facilities available at 31 march in respect of which all conditions precedent had
been met at that date
2009 2008
usm usm
amounts expiring
within one year 716 980
between one and two years 72 157
between two and five years 1272 53
in five years or more 33 32
2093 1222
the facilities expiring within one year are annual facilities subject to review at various dates during the 2010 financial year
maturity of obligations under finance leases
obligations under finance leases are as follows
2009 2008
usm usm
the minimum lease payments under finance leases fall due as follows
within one year 4 5
between one and five years 5 9
in five years or more 2 –
11 14
future finance charges on finance leases 1 1
present value of finance lease liabilities 10 13
maturity of noncurrent financial liabilities
the maturity profile of the carrying amount of the group’s noncurrent financial liabilities at 31 march was as follows
net derivative net derivative
financial financial
borrowings finance assets
1
2009 borrowings finance liabilities
1
2008
and overdrafts leases note 23 total and overdrafts leases note 23 total
usm usm usm usm usm usm usm usm
amounts falling due
between one and two years 115 4 18 101 374 2 4 380
between two and five years 4460 2 138 4324 3734 7 191 3932
in five years or more 2889 – 339 2550 3479 – 120 3359
7464 6 495 6975 7587 9 75 7671
1 net borrowingsrelated derivative financial instruments only sabmiller plc annual report 2009 notes to the consolidated financial statements 105
22 financial risk factors
financial risk management
overview
in the normal course of business the group is exposed to the following financial risks
■ market risk
■ credit risk
■ liquidity risk
this note explains the group’s exposure to each of the above risks aided by quantitative disclosures included throughout these consolidated
financial statements and it summarises the policies and processes that are in place to measure and manage the risks arising including those
related to the management of capital
the directors are ultimately responsible for the establishment and oversight of the group’s risk management framework an essential part of
this framework is the role undertaken by the audit committee of the board supported by the internal audit function and by the chief financial
officer who in this regard is supported by the treasury committee and the group treasury function amongst other responsibilities the audit
committee reviews the internal control environment and risk management systems within the group and it reports its activities to the board 
the board also receives a quarterly report on treasury activities including confirmation of compliance with treasury risk management policies
the group treasury function is responsible for the management of cash borrowings and the financial risks arising in relation to interest rates
and foreign exchange rates the responsibility for the management of commodities exposures lies with the procurement functions within the
group in relation to brewing materials these activities are coordinated by a global sourcing council some of the risk management strategies
include the use of derivatives principally in the form of forward foreign currency contracts cross currency swaps interest rate swaps and
exchange traded futures contracts in order to manage the currency interest rate and commodities exposures arising from the group’s
operations the group also purchases call options where these provide a costeffective hedging alternative and where they form part of an
option collar strategy the group also sells put options to reduce or eliminate the cost of purchased options it is the policy of the group that 
no trading in financial instruments be undertaken 
the group’s treasury policies are established to identify and analyse the financial risks faced by the group to set appropriate risk limits and
controls and to monitor exposures and adherence to limits
a market risk
i foreign exchange risk
the group is subject to exposure on the translation of the foreign currency denominated net assets of subsidiaries associates and joint
ventures into the group’s us dollar reporting currency the group seeks to mitigate this exposure where cost effective by borrowing in the
same currencies as the functional currencies of its main operating units or by achieving the same effect through the use of forward foreign
exchange contracts and currency swaps an approximate nominal value of us2517 million of us dollar borrowings has been swapped into
currencies that match the currency of the underlying operations of the group primarily south african rand but also colombian peso peruvian
nuevo sol czech koruna polish zloty russian rouble and euro of these financial derivatives us1381 million are accounted for as net
investment hedges 
the group does not hedge currency exposures from the translation of profits earned in foreign currency subsidiaries and associates 
the group is also exposed to transactional currency risk on sales and purchases that are denominated in a currency other than the respective
functional currencies of group entities these exposures are presently managed locally by group entities which subject to regulatory constraints
or currency market limitations hedge a proportion of their foreign currency exposure estimated to arise over a period of up to 18 months
committed transactional exposures that are certain are hedged fully without limitation in time the group principally uses forward exchange
contracts to hedge currency risk
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
106 notes to the consolidated financial statements sabmiller plc annual report 2009
22 financial risk factors continued
the tables below set out the group’s currency exposures from financial assets and liabilities held by group companies in currencies other 
than their functional currencies and resulting in exchange movements in the income statement and balance sheet
other
european other african
us dollars sa rand euro currencies currencies other total
usm usm usm usm usm usm usm
financial assets
trade and other receivables 63 32 81 88 14 26 304
derivative financial instruments
1
148 322 1326 324 – 10 2130
cash and cash equivalents 32 – 68 8 4 2 114
intragroup assets 279 1 1976 532 – 107 2895
available for sale investments 1––––– 1
at 31 march 2009 523 355 3451 952 18 145 5444
potential impact on earnings – gainloss
20 increase in functional currency 61 7 502 110 2 21 703
20 decrease in functional currency 91 11 754 164 3 32 1055
potential impact on equity – gainloss
20 increase in functional currency 1 54 60 30 – – 145
20 decrease in functional currency 2829046 – – 220
financial liabilities
trade and other payables 148 27 147 5 1 3 331
derivative financial instruments
1
705 133 210 384 – 199 1631
borrowings 315 – 614 138 1 116 1184
intragroup liabilities 92 1 79 101 1 4 278
at 31 march 2009 1260 161 1050 628 3 322 3424
potential impact on earnings – gainloss
20 increase in functional currency 153 6 287 41 – 20 507
20 decrease in functional currency 229 10 431 60 – 30 760
potential impact on equity – gainloss
20 increase in functional currency 3 26 – 64 – 33 126
20 decrease in functional currency 5 38 – 96 – 50 189
1 these represent the notional amounts of derivative financial instruments sabmiller plc annual report 2009 notes to the consolidated financial statements 107
22 financial risk factors continued
other
european other african
us dollars sa rand euro currencies currencies other total
usm usm usm usm usm usm usm
financial assets
trade and other receivables 47 10 44 21 20 38 180
derivative financial instruments
1
597 25 366 101 – – 1089
cash and cash equivalents 56 6 14 81 4 14 175
available for sale investments 1 – – – – – 1
at 31 march 2008 701 41 424 203 24 52 1445
potential impact on earnings – gainloss
10 increase in functional currency 98 4 21 18 1 3 145
10 decrease in functional currency 80 5 26 22 2 4 139
potential impact on equity – gainloss
10 increase in functional currency – – 17 – – – 17
10 decrease in functional currency – – 21 – – – 21
financial liabilities
trade and other payables 271 28 110 108 – 18 535
derivative financial instruments
1
160 615 385 849 – 228 2237
borrowings 264 1 168 178 – 1 612
at 31 march 2008 695 644 663 1135 – 247 3384
potential impact on earnings – gainloss
10 increase in functional currency 72 2 28 25 – 1 128
10 decrease in functional currency 59 2 35 31 – 1 128
potential impact on equity – gainloss
10 increase in functional currency 55 32 77 – 21 185
10 decrease in functional currency 68 40 95 – 25 228
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 us357 million at 31 march 2009 2008 us223 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 the income statement
the group holds net investment hedges totalling us1545 million at 31 march 2009 2008 us2079 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
over recent months foreign exchange rates have increased in volatility as a result the 2009 table assumes a 20 increasedecrease of the
functional currency against the foreign currency using the asymmetric method where a 20 increase on the currency is calculated using a ratio
of 12 whereas a 20 decrease of the currency is calculated using a ratio of 08 this analysis assumes that all other variables in particular
interest rates remain constant the 2008 analysis assumed a 10 increasedecrease of the functional currency against the foreign currency
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
108 notes to the consolidated financial statements sabmiller plc annual report 2009
22 financial risk factors continued
ii interest rate risk
as at 31 march 2009 29 2008 30 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 direct or synthetically in floating rates reflecting the fact that floating rates are generally lower than fixed rates
in the medium term however a minimum of 25 of consolidated net borrowings is required to be in fixed rates for a minimum duration of 
12 months and the extent to which group borrowings may be in floating rates is restricted to the lower of 75 of consolidated net borrowings
and that amount of net borrowings in floating rates that with a 1 increase in interest rates would increase finance costs by an amount equal
to but not more than 120 of ebitda including dividends from the millercoors joint venture the policy also excludes borrowings arising
from recent acquisitions and any inflation linked debt where there will be a natural hedge within business operations
exposure to movements in interest rates in group borrowings is managed through interest rate swaps and forward rate agreements as at
31 march 2009 on a policy adjusted basis excluding borrowings from recent acquisitions and any inflation linked debt 35 2008 50 
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 108 2008 065 of ebitda including millercoors joint venture dividends but excluding exceptional items
at 31 march 2009 the cash flow interest rate risk sensitivities on variable debt and interest rate swaps were
other
european colombian
us dollars sa rand euro currencies peso other total
usm usm usm usm usm usm usm
net debt
1
5905 504 707 282 1262 549 9209
less fixed rate debt 4506 164 – 60 – 120 4850
variable rate debt 1399 340 707 222 1262 429 4359
adjust for
financial derivatives 169 200 940 663 400 – 2034
net variable rate debt exposure 1230 540 1647 885 1662 429 6393
– 100 bps change
potential impact on earnings 17 6 17 10 20 4 74
– 100 bps change
potential impact on equity 4 – 5 – – – 9
at 31 march 2008 the cash flow interest rate risk sensitivities on variable debt and interest rate swaps were
other
european colombian
us dollars sa rand euro currencies peso other total
usm usm usm usm usm usm usm
net debt
1
4418 268 1841 526 1773 159 8985
less fixed rate debt 3583 200 – 89 – 22 3894
variable rate debt 835 68 1841 437 1773 137 5091
adjust for
financial derivatives 19 200 184 546 400 – 981
net variable rate debt exposure 854 268 1657 983 2173 137 6072
– 100 bps change
potential impact on earnings 19 1 19 4 19 2 64
– 100 bps change
potential impact on equity 1–– 1 –– 2
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 us2225 million as at 31 march 2009 2008 us1100 million which are
designated as fair value hedges in the case of these instruments and the underlying fixed rate bonds changes in the fair values of the hedged
item and the hedging instrument attributable to interest rate movements net off almost completely in the income statement in the same period sabmiller plc annual report 2009 notes to the consolidated financial statements 109
22 financial risk factors continued
cash flow sensitivity analysis for variable rate instruments
a change of 100 bps in interest rates at the reporting date would have increaseddecreased equity and the income statement by the amounts
shown on page 108 this analysis assumes all other variables in particular foreign currency rates remain constant the analysis is performed
on the same basis for 2008
interest rate profiles of financial liabilities
the following table sets out the contractual repricing included within the underlying borrowings excluding net borrowingrelated derivatives
exposed to either fixed interest rates or floating interest rates and revises this for the repricing effect of interest rate and cross currency swaps
2009 2008
total effect of total total effect of total
borrowings derivatives exposure borrowings derivatives exposure
usm usm usm usm usm usm
financial liabilities
repricing due
within one year 4836 2184 7020 6464 1286 7750
between one and two years 104 50 54 – 104 104
between two and five years 2538 759 1779 823 400 423
in five years or more 2140 1375 765 2371 990 1381
total interest bearing 9618 – 9618 9658 – 9658
analysed as
fixed rate interest 4850 2034 2816 3894 981 2913
floating rate interest 4768 2034 6802 5764 981 6745
total interest bearing 9618 – 9618 9658 – 9658
iii price risk
commodity price risk
the group is exposed to variability in the price of commodities used in the production or in the packaging of finished products such as the
price of malt barley sugar and aluminium these price risks are managed principally through multi year fixed price contracts with suppliers
internationally
at 31 march 2009 the notional value of commodity derivatives amounted to us55 million 2008 us48 million no sensitivity analysis has
been provided on these outstanding contracts as the impact is considered to be immaterial
equity securities price risk
the group is exposed to equity securities price risk because of investments held by the group and classified on the balance sheet as available
for sale investments no sensitivity analysis has been provided on these outstanding contracts as the impact is considered to be immaterial
b credit risk
credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations
financial instruments 
the group limits its exposure to financial institutions by setting credit limits on a sliding scale based on their credit ratings and generally only
with counterparties with a minimum credit rating of bbb by standard  poors and baa3 from moody’s for banks with a lower credit rating 
or with no international credit rating a maximum limit of us3 million is applied unless specific approval is obtained from either the chief
financial officer or the audit committee of the board the utilisation of credit limits is regularly monitored to reduce credit exposures the 
group has isda master agreements with most of its counterparties for financial derivatives which permits 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 us2515 million 2008 us2752 million which is the total of the group’s financial assets
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
110 notes to the consolidated financial statements sabmiller plc annual report 2009
22 financial risk factors continued
c liquidity risk
liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due
the group finances its operations through cash generated by the business and a mixture of shortterm and mediumterm bank credit facilities
bank loans corporate bonds and commercial paper with a range of maturity dates in this way the group ensures that it is not overly reliant on
any particular liquidity source or that maturities of borrowings sourced in this way are not overly concentrated
subsidiaries have access to local bank credit facilities but are principally funded by the group 
the group has the following core lines of credit that are available for general corporate purposes and which are maintained by sabmiller plc
■ us2000 million committed syndicated facility maturing in december 2012
■ us1000 million committed syndicated facility maturing in october 2009 including the right of the company to term out any amounts
drawn for a maximum period of one year from the date of maturity of the facility
■ us600 million committed syndicated facility maturing in may 2011
liquidity risk faced by the group is mitigated by having diverse sources of finance available to it and by maintaining substantial unutilised
banking facilities and reserve borrowing capacity as indicated by the level of undrawn facilities
as at 31 march 2009 borrowing capacity under committed bank facilities amounted to us2093 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 between between over
1 year 1 and 2 years 2 and 5 years 5 years
usm usm usm usm
at 31 march 2009
borrowings 2613 573 5182 3271
derivative financial instruments 113 97 16 1
trade and other payables 2062 137 10 –
at 31 march 2008
borrowings 2647 1382 3993 4264
derivative financial instruments 114 255 178 1
trade and other payables 2841 274 20 –
the table below analyses the group’s derivative financial instruments which will be settled on a gross basis into relevant maturity groupings
based on the remaining period at the balance sheet date to the contractual maturity date the amounts disclosed in the table are the contractual
undiscounted cash flows balances due within 12 months equal their carrying balances as the impact of discounting is not significant
less than between between over
1 year 1 and 2 years 2 and 5 years 5 years
usm usm usm usm
at 31 march 2009
forward foreign exchange contracts
outflow 283 13 – –
inflow 326 15 – –
cross currency swaps
outflow 261 469 765 555
inflow 256 491 903 664 sabmiller plc annual report 2009 notes to the consolidated financial statements 111
22 financial risk factors continued
less than between between over
1 year 1 and 2 years 2 and 5 years 5 years
usm usm usm usm
at 31 march 2008
forward foreign exchange contracts
outflow 155 – – –
inflow 176 – – –
cross currency swaps
outflow 36 34 245 229
inflow 18 16 243 238
interest rate swaps
outflow 10 10 43 8
inflow 17 17 50 8
capital management
the capital structure of the group consists of net debt see note 27b and shareholders’ equity see note 26
the group’s policy is to maintain a strong capital base so as to maintain investor creditor and market confidence and to sustain future
development of the business
besides the minimum capitalisation rules that may apply to subsidiaries in different countries the group’s only externally imposed capital
requirement relates to the group’s core lines of credit which include a net debt to ebitda financial covenant which was complied with
throughout the year
the group monitors its financial capacity and credit ratings by reference to a number of key financial ratios and cash flow metrics including net
debt to ebitda and interest cover these provide a framework within which the group’s capital base is managed including dividend policy
the group is currently rated baa1 by moody’s investors service and bbb by standard  poor’s ratings services both with a stable outlook
23 derivative financial instruments
current derivative financial instruments
2009 2008
assets liabilities assets liabilities
usm usm usm usm
embedded derivatives – 1 – 1
interest rate swaps designated as cash flow hedges – 2 1–
forward foreign currency contracts 11 10 25 7
forward foreign currency contracts designated as net investment hedges – 1 15 17
forward foreign currency contracts designated as cash flow hedges 42 4 4 9
forward foreign currency contracts designated as fair value hedges – 2 – –
cross currency swaps 1– ––
commodity contracts designated as cash flow hedges – 15 ––
54 35 45 34
noncurrent derivative financial instruments
2009 2008
assets liabilities assets liabilities
usm usm usm usm
interest rate swaps designated as fair value hedges 379 – 120 –
interest rate swaps designated as cash flow hedges – 22 1 8
forward foreign currency contracts – 1 2–
forward foreign currency contracts designated as net investment hedges 5 5 ––
forward foreign currency contracts designated as cash flow hedges 3– – 1
cross currency swaps 162 25 – 190
cross currency swaps designated as net investment hedges 146 54 82 298
commodity contracts designated as cash flow hedges –– 3–
695 107 208 497
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
112 notes to the consolidated financial statements sabmiller plc annual report 2009
23 derivative financial instruments continued
derivatives designated as hedging instruments
i fair value hedges
the group has entered into several interest rate swaps to pay floating and receive fixed interest which have been designated as fair value
hedges to hedge exposure to changes in the fair value of its fixed rate borrowings the borrowings and the interest rate swaps have the 
same critical terms
as at 31 march 2009 the notional amount of these interest rate swaps was us2225 million 2008 us1100 million the fixed interest 
rates received vary from 55 to 6625 2008 55 to 6625 and floating interest rates paid vary from libor plus 716 bps to libor 
plus 1988 bps 2008 libor plus 716 bps to libor plus 13175 bps on the notional amount
as at 31 march 2009 the carrying value of the hedged borrowings was us2576 million 2008 us1215 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 us493 million equivalent 2008 us519 million the fair value of these interest rate swaps was
a liability of us24 million 2008 asset of us2 million the fixed interest rates paid vary from 34 to 54 2008 41 to 54 and the
floating rates received are libor plus zero bps 2008 libor plus zero bps as at 31 march 2009 the carrying value of the hedged
borrowings was us493 million 2008 us519 million
the group has entered into forward exchange contracts designated as cash flow hedges to manage shortterm foreign currency 
exposures to expected future trade imports and exports as at 31 march 2009 the notional amounts of these contracts were €149 million 
2008 €141 million and us142 million 2008 usnil
the group has entered into forward foreign currency contracts and commodity contracts designated as cash flow hedges to manage the 
future price of commodities as at 31 march 2009 the notional amount of forward contracts and option contracts for the purchase price of
corn was us5 million 2008 us32 million the notional amount of forward contracts for the purchase price of aluminium was us50 million
2008 usnil and the notional amount of futures contracts for the purchase price of natural gas and corn was usnil 2008 us16 million
the following table indicates the period in which the cash flows associated with derivatives that are cash flow hedges are expected to occur
and impact the income statement
carrying expected less than between between more than
amount cash flows 1 year 1 and 2 years 2 and 5 years 5 years
usm usm usm usm usm usm
at 31 march 2009
interest rate swaps
liabilities 22 23 11 5 6 1
forward foreign currency contracts
assets 45 45 42 3 – –
liabilities 4 4 4 – – –
commodity contracts
liabilities 15 15 15 – – –
4 3 12 2 6 1 sabmiller plc annual report 2009 notes to the consolidated financial statements 113
23 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 the czech republic poland italy peru and colombia to hedge the group’s
exposure to foreign exchange risk on these investments net gains relating to forward foreign currency contracts and cross currency 
swaps of us337 million 2008 losses of us226 million have been recognised in equity
analysis of notional amounts on financial instruments designated as net investment hedges
2009 2008
m m
forward foreign currency contracts
sa rand zar 1575 2211
peruvian nuevo sol pen 294 624
cross currency swaps
sa rand zar 2799 2799
polish zloty pln 636 798
czech koruna czk 7888 7888
euro € 246 246
colombian peso cop 272220 –
standalone derivative financial instruments
i forward foreign currency contracts
the group has entered into forward foreign currency contracts to manage shortterm foreign currency exposures to expected future 
trade imports and exports these derivatives are fair valued based on discounted future cash flows with gains and losses taken to the 
income statement as at 31 march 2009 the notional amounts of these contracts were €54 million us128 million and pln7 million 
2008 czk24 million €111 million us195 million and zar204 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 2009
the notional amounts of these contracts were us219 million €137 million pln70 million czk120 million romanian lei ron ron35 million
and hungarian forint huf huf5000 million 2008 us149 million and russian rouble rub rub2270 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 2009 the notional
amounts of these contracts were rub2900 million
the group has entered into cross currency swaps to manage the fluctuation of the exchange rates over a portion of its us dollar debt these
derivatives are fair valued based on discounted future cash flows with gains and losses taken to the income statement as at 31 march 2009
the notional amount of these contracts was us300 million 2008 us400 million
cash deposits of usnil 2008 us3 million are pledged as security for the cross currency swaps
the group has entered into cross currency swaps to manage the fluctuation of the exchange rates over a portion of its euro debt these
derivatives are fair valued based on discounted future cash flows with gains and losses taken to the income statement to offset gains and
losses on the hedged euro debt at 31 march 2009 the notional amount of these contracts was €571 million 2008 €nil
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
114 notes to the consolidated financial statements sabmiller plc annual report 2009
23 derivative financial instruments continued
fair value gainloss on financial instruments recognised in the income statement
2009 2008
usm usm
derivative financial instruments
embedded derivatives – 1
interest rate swaps designated as fair value hedges 246 106
forward foreign currency contracts 16 23
forward foreign currency contracts designated as fair value hedges 3 –
cross currency swaps 265 18
cross currency swaps designated as net investment hedges 22 45
gain on early termination of financial derivatives 20 –
522 157
other financial instruments
noncurrent borrowings designated as fair value hedges 236 103
total fair value gain on financial instruments recognised in the income statement 286 54
fair value gains or losses on borrowings and derivative financial instruments held to hedge interest rate risk on borrowings are recognised 
as part of net finance costs fair value gains or losses on all other derivative financial instruments are recognised in operating profit
reconciliation of total financial instruments
the table below reconciles the group’s accounting categorisation of financial assets and liabilities based on initial recognition to the classes 
of assets and liabilities as shown on the face of the balance sheet
fair value financial not
through liabilities held categorised
income loans and available at amortised as a financial
statement receivables for sale cost instrument total noncurrent current
usm usm usm usm usm usm usm usm
at 31 march 2009
assets
available for sale investments – – 40 – – 40 29 11
derivative financial instruments 749 –––– 749 695 54
trade and other receivables – 1317 – – 384 1701 125 1576
cash and cash equivalents – 409 – – – 409 – 409
liabilities
derivative financial instruments 142 –––– 142 107 35
borrowings – – – 9618 – 9618 7470 2148
trade and other payables – – – 2210 372 2582 186 2396
at 31 march 2008
assets
available for sale investments – – 53 – – 53 53 –
derivative financial instruments 253 –––– 253 208 45
trade and other receivables – 1773 – – 329 2102 237 1865
cash and cash equivalents – 673 – – – 673 – 673
liabilities
derivative financial instruments 531 –––– 531 497 34
borrowings – – – 9658 – 9658 7596 2062
trade and other payables – – – 3138 507 3645 338 3307 sabmiller plc annual report 2009 notes to the consolidated financial statements 115
24 provisions
litigation and post
demerged retirement taxation onerous
entities benefits insurance related contracts restructuring other total
usm usm usm usm usm usm usm usm
at 1 april 2007 44 999 34 286 10 5 61 1439
exchange adjustments 3 43 – 21 – 1 5 73
acquisitions – through 
business combinations 36 7 – 16 – 7 3 69
chargedcredited to the 
income statement
– additional provision in year 2 73 54 5 – 4 2 140
– unused amounts reversed – – – 9 – – 2 11
utilised in the year 2 96 59 1 3 4 3 168
actuarial gains recorded in equity – 31 – – – – – 31
reclassifications 3 22 – – – 3 22 –
transfer fromto payables – – – 8 5 – 1 4
at 31 march 2008 80 1017 29 326 2 16 45 1515
exchange adjustments 11 74 – 42 1 5 9 142
acquisitions – through 
business combinations – – – 3 – – 1 4
contributed to joint ventures – 715 29 5 – – – 749
chargedcredited to the 
income statement
– additional provision in year 13 35 14 12 9 24 9 116
– unused amounts reversed 4 – – 1 – 1 – 6
utilised in the year
– existing 6 46 14 21 1 4 7 99
actuarial losses recorded 
in equity – 18 – – – – – 18
reclassifications – 18 – – 1 – 19 –
transfer from payables
receivables 3 – – 4 – – 14 15
at 31 march 2009 69 217 – 276 8 30 72 672
analysed as
current 24 – – 224 8 13 30 299
noncurrent 45 217 – 52 – 17 42 373
69 217 – 276 8 30 72 672
as restated see note 28
demerged entities and litigation
during the year ended 31 march 1998 the group recognised a provision of us117 million for the disposal of certain demerged entities in
relation to equity injections which were not regarded as recoverable as well as potential liabilities arising on warranties and the sale agreements
during the year ended 31 march 2009 a further 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 us12 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 us57 million 2008 us64 million of provisions in respect of outstanding litigation within various operations based on
management’s expectation that the outcomes of these disputes are expected to be resolved within the forthcoming five years
while a full provision for all claims has already been made the actual outcome of the dispute and the timing of the resolution cannot be
estimated by the directors at this time the further information ordinarily required by ias 37 ‘provisions contingent liabilities and contingent
assets’ has not been disclosed on the grounds that it can be expected to seriously prejudice the outcome of the dispute
postretirement benefits
the provision for postretirement benefits represents the provision for medical benefits for retired employees and their dependants in 
south africa for postretirement medical and life insurance benefits to eligible employees and their dependants in north america and 
pension provisions for employees in north america latin america south africa europe africa and asia provisions for all postretirement
benefits in north america were contributed to the millercoors joint venture on 30 june 2008 the principal assumptions on which these
provisions are based are disclosed in note 31
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
116 notes to the consolidated financial statements sabmiller plc annual report 2009
24 provisions continued
taxationrelated
the group has recognised various provisions in relation to taxation exposures it believes may arise the provisions principally relate to 
noncorporate taxation and interest and penalties on corporate taxation in respect of a number of group companies any settlement in 
respect of these amounts will occur as and when the assessments are finalised with the respective tax authorities
onerous contracts
the group has made provision for certain contracts which are deemed to be onerous the provisions are expected to be utilised within 
the year
restructuring
this includes the remaining provision for restructuring costs related to europe which management expects to be utilised within one year
other provisions
included within other provisions are payroll related provisions of us33 million 2008 us21 million which includes us9 million
2008 us9 million within south africa relating to employee long service awards these are expected be utilised on an ongoing basis 
when the service awards fall due
25 share capital
2009 2008
usm usm
group and company
authorised share capital
9497419568 ordinary shares of 10 us cents each 2008 9420051230 950 942
804948770 convertible participating shares of 10 us cents each 2008 804948770 80 80
nil nonvoting convertible shares of 10 us cents each 2008 77368338 – 8
50000 deferred shares of £100 each 2008 50000 – –
1030 1030
called up allotted and fully paid share capital
1585366969 ordinary shares of 10 us cents each 2008 1505779276 159 150
nil nonvoting convertible shares of 10 us cents each 2008 77368338 – 8
50000 deferred shares of £100 each 2008 50000 – –
159 158
nonvoting
ordinary convertible deferred
shares of shares of shares of nominal
10 us cents 10 us cents £1 value
each each each usm
at 1 april 2007 1502187446 77368338 50000 158
issue of shares – share purchase option and award schemes 3591830 – – –
at 31 march 2008 1505779276 77368338 50000 158
issue of shares – share purchase option and award schemes 2219355 – – 1
conversion of the nonvoting convertible shares into ordinary shares 77368338 77368338 – –
at 31 march 2009 1585366969 – 50000 159
changes to authorised share capital
on 26 february 2009 77368338 nonvoting convertible shares of 10 us cents were converted into ordinary shares there were no changes
to the authorised share capital for the year ended 31 march 2008
changes to issued share capital
during the year the company issued 2219355 2008 3591830 new ordinary shares of 10 us cents to satisfy the exercise of options
granted under the sabmiller plc mirror executive share purchase scheme the sabmiller plc approved executive share option scheme 
the sabmiller plc executive share option no2 scheme and the sabmiller plc international employee share scheme for consideration of
us23 million 2008 us38 million
on 26 february 2009 77368338 nonvoting convertible shares were converted into ordinary shares and then acquired by sabmiller plc to be
held as treasury shares whilst the purchase price for each share was £1054 the whole amount of the consideration was paid between group
companies following this transaction no further nonvoting convertible shares remain in the issued or authorised share capital of sabmiller plc sabmiller plc annual report 2009 notes to the consolidated financial statements 117
25 share capital continued
rights and restrictions relating to share capital
convertible participating shares
altria shall be entitled to require the company to convert its ordinary shares into convertible participating shares so as to ensure that altria’s
voting shareholding does not exceed 2499 of the total voting shareholding
if such an event occurs the convertible participating shares will rank pari passu with the ordinary shares in all respects and no action shall 
be taken by the company in relation to ordinary shares unless the same action is taken in respect of the convertible participating shares 
on distribution of the profits whether by cash dividend dividend in specie scrip dividend capitalisation issue or otherwise the convertible
participating shares will rank pari passu with the ordinary shares on a return of capital whether windingup or otherwise the convertible
participating shares will rank pari passu with the ordinary shares
altria shall be entitled to vote its convertible participating shares at general meetings of the company on a poll on the basis of onetenth of 
a vote for every convertible participating share on all resolutions other than a resolution
i proposed by any person other than altria to windup the company
ii proposed by any person other than altria to appoint an administrator or to approve any arrangement with the company’s creditors
iii proposed by the board to sell all or substantially all of the undertaking of the company or
iv proposed by any person other than altria to alter any of the class rights attaching to the convertible participating shares or to approve 
the creation of any new class of shares in which case altria shall be entitled on a poll to vote on the resolution on the basis of one vote for
each convertible participating share but for the purposes of any resolution other than a resolution mentioned in iv above the convertible
participating shares shall be treated as being of the same class as the ordinary shares and no separate meeting or resolution of the holders
of the convertible participating shares shall be required to be convened or passed
upon a transfer of convertible participating shares by altria other than to an affiliate such convertible participating shares shall convert into
ordinary shares
altria shall be entitled to require the company to convert its convertible participating shares into ordinary shares if
i a third party has made a takeover offer for the company and if such offer becomes or is declared unconditional in all respects it would
result in the voting shareholding of the third party being more than 30 of the total voting shareholding and
ii altria has communicated to the company in writing its intention not itself to make an offer competing with such third party offer provided
that the conversion date shall be no earlier than the date on which the third party’s offer becomes or is declared unconditional in all
respects
altria shall be entitled to require the company to convert its convertible participating shares into ordinary shares if the voting shareholding 
of a third party should be more than 2499 provided that
i the number of ordinary shares held by altria following such conversion shall be limited to one ordinary share more than the number 
of ordinary shares held by the third party and
ii such conversion shall at no time result in altria’s voting shareholding being equal to or greater than the voting shareholding which 
would require altria to make a mandatory offer in terms of rule 9 of the city code
if altria wishes to acquire additional ordinary shares other than pursuant to a preemptive issue of new ordinary shares or with the prior
approval of the board altria shall first convert into ordinary shares the lesser of
i such number of convertible participating shares as would result in altria’s voting shareholding being such percentage as would in the 
event of altria subsequently acquiring one additional ordinary share require altria to make a mandatory offer in terms of rule 9 of the 
city code and
ii all of its remaining convertible participating shares
the company shall use its best endeavours to procure that the ordinary shares arising on conversion of the convertible participating shares
are admitted to the official list and to trading on the london stock exchange’s market for listed securities admitted to listing and trading on
the jse securities exchange south africa and admitted to listing and trading on any other stock exchange upon which the ordinary shares 
are from time to time listed and traded but no admission to listing or trading shall be sought for the convertible participating shares whilst 
they remain convertible participating shares
nonvoting convertible shares
at 1 april 2008 safari a special purpose vehicle established and financed by a whollyowned subsidiary of sabmiller plc held 77368338
nonvoting convertible shares of us010 each in the capital of the company on 26 february 2009 these nonvoting convertible shares were
converted into ordinary shares and then acquired by the company to be held as treasury shares whilst the purchase price for each share was
£1054 the whole amount of the consideration was paid between group companies following this transaction no further nonvoting
convertible shares remain in the issued or authorised share capital of the company
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
118 notes to the consolidated financial statements sabmiller plc annual report 2009
25 share capital continued
deferred shares
the deferred shares do not carry any voting rights and do not entitle holders thereof to receive any dividends or other distributions in the 
event of a winding up deferred shareholders would receive no more than the nominal value deferred shares represent the only nonequity
share capital of the group
sharebased payments
the group operates various equitysettled share award schemes for certain employees the awards outstanding can be summarised 
as follows
number of number of
ordinary shares ordinary shares
scheme 2009 2008
mirror executive share purchase scheme south africa and south african share option plan 2008 a 14336899 12489849
executive share option scheme approved scheme and no 2 scheme and executive share option plan 2008 b 11719449 10389796
performance share award scheme c 2885680 2266535
international performance share award subscheme d 3442520 2941808
executive share award plan 2008 e 115000 –
international employee share scheme f 4297282 4096202
international employee stock appreciation rights scheme g 7020930 7007391
stock appreciation rights scheme 2008 h 9100 –
total awards outstanding 43826860 39191581
further details relating to all of the share award schemes can be found in the remuneration report in the section entitled ‘longterm incentive
plans’ on pages 57 to 65
a mirror executive share purchase scheme south africa and south african executive share option plan 2008
as at 31 march 2009 the following options were outstanding under the sabmiller plc mirror executive share purchase scheme south africa
and the south african executive share option plan 2008
2009 2008
exercise period
ordinary ordinary exercise price
date of grant shares shares zar earliest date latest date
11 november 1998 – 60000 4640 11112003 11112008
27 may 1999 5500 40500 5090 27052004 27052009
25 november 1999 26000 26000 5650 25112004 25112009
2 june 2000 167500 228200 4309 02062005 02062010
1 december 2000 136750 169950 4597 01122005 01122010
1 june 2001 69500 98500 5915 01062006 01062011
30 november 2001 361700 441400 6705 30112006 30112011
31 may 2002 94300 115700 8005 31052007 31052012
22 november 2002 666000 937600 6717 22112007 22112012
23 may 2003 535432 695432 5330 23052008 23052013
21 november 2003 592000 850500 6255 21112008 21112013
21 may 2004 688500 713500 7830 21052009 21052014
19 november 2004 869000 917000 9625 19112009 19112014
18 february 2005 – 50000 9325 18022010 18022015
20 may 2005 810157 855157 9695 20052010 20052015
9 september 2005 245000 245000 11707 09092010 09092015
11 november 2005 887000 960000 12434 11112010 11112015
19 may 2006 1132360 1222360 12918 19052009 19052016
10 november 2006 846500 932500 14926 10112009 10112016
18 may 2007 872450 985150 16185 18052010 18052017
2 august 2007 37500 37500 17856 02082010 02082017
16 november 2007 1688500 1907900 18188 16112010 16112017
16 may 2008 1210950 – 18598 16052011 16052018
1 august 2008 75000 – 15591 01082011 01082018
14 november 2008
1
2319300 – 14114 14112011 14112018
total 14336899 12489849
1 options issued under the south african executive share option plan 2008 – all other options issued under the mirror executive share purchase scheme 
south africa
no further options are to be granted under the mirror executive share purchase scheme south africa after 30 september 2008 sabmiller plc annual report 2009 notes to the consolidated financial statements 119
25 share capital continued
b sabmiller plc executive share option scheme approved scheme and no 2 scheme and executive share option plan 2008
as at 31 march 2009 the following options were outstanding under the uk sabmiller plc approved executive share option scheme 
the sabmiller plc unapproved executive share option no 2 scheme and the executive share option plan 2008
2009 2008
exercise period
ordinary ordinary exercise price
date of grant shares shares £ earliest date latest date
9 march 1999 – 112577 4850 09032002 09032009
16 march 1999
1
– 11172 5370 16032002 16032009
27 may 1999 9386 9476 5170 27052002 27052009
2 june 2000 197237 197237 4110 02062003 02062010
1 december 2000 40284 40284 4220 01122003 01122010
1 december 2000
1
7109 7109 4220 01122003 01122010
1 june 2001 319069 444026 5160 01062004 01062011
30 november 2001 38136 38136 4720 30112004 30112011
31 may 2002 534437 597737 5705 31052005 31052012
31 may 2002
1
10518 10518 5705 31052005 31052012
22 november 2002 94000 94000 4400 22112005 22112012
22 november 2002
1
6818 18386 4400 22112005 22112012
23 may 2003 773247 841947 41575 23052006 23052013
23 may 2003
1
7216 7216 41575 23052006 23052013
21 november 2003 112900 152500 5537 21112006 21112013
21 november 2003
1
19329 24747 5537 21112006 21112013
21 may 2004 916581 1035231 6605 21052007 21052014
21 may 2004
1
13210 13210 6605 21052007 21052014
19 november 2004 106750 106750 8700 19112007 19112014
19 november 2004
1
3169 3169 8700 19112007 19112014
20 may 2005 1220901 1663983 8280 20052008 20052015
20 may 2005
1
46215 70206 8280 20052008 20052015
11 november 2005 277285 307285 10530 11112008 11112015
11 november 2005
1
9421 9421 10530 11112008 11112015
19 may 2006 1807129 1994929 10610 19052009 19052016
19 may 2006
1
44952 50644 10610 19052009 19052016
10 november 2006 103600 103600 10930 10112009 10112016
10 november 2006
1
2060 2060 10930 10112009 10112016
22 november 2006 26600 26600 10930 22112009 22112016
18 may 2007 2010224 2207756 11670 18052010 18052017
18 may 2007
1
88026 96544 11670 18052010 18052017
2 august 2007 55561 55561 12300 02082010 02082017
2 august 2007
1
2439 2439 12300 02082010 02082017
16 november 2007 28836 28836 13320 16112010 16112017
16 november 2007
1
4504 4504 13320 16112010 16112017
16 may 2008 2430844 – 12500 16052011 16052018
16 may 2008
1
75456 – 12500 16052011 16052018
1 august 2008 160000 – 10490 01082011 01082018
14 november 2008
2
116000 – 9295 14112011 14112018
11719449 10389796
1 sabmiller plc approved executive share option scheme
2 executive share option plan 2008
no further options are to be granted under the executive share option schemes approved scheme and no 2 scheme after 
30 september 2008
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
120 notes to the consolidated financial statements sabmiller plc annual report 2009
25 share capital continued
c performance share award scheme
as at 31 march 2009 the following conditional awards were outstanding under the sabmiller plc performance share award scheme
earliest date
by which
2009 2008 exercise performance
ordinary ordinary price condition
date of award shares shares £ may be met
20 may 2005 – 308855 nil 20052008
28 february 2006 – 20000 nil 28022009
19 may 2006 675000 810000 nil 19052009
13 march 2007 32000 32000 nil 13032010
18 may 2007 1041200 1053500 nil 18052010
2 august 2007 37500 37500 nil 02082010
16 november 2007 4680 4680 nil 16112010
16 may 2008 935300 – nil 16052011
1 august 2008 160000 – nil 01082011
2885680 2266535
no further awards are to be made under this scheme after 30 september 2008
d international performance share award subscheme
at 31 march 2009 the following conditional awards were outstanding under the sabmiller plc international performance share award 
subscheme
date by which
2009 2008 exercise performance
ordinary ordinary price condition
grant dates period of the performance condition shares shares £ must be met
20 may 2005 and 11 november 2005 1 april 2005 to 31 march 2008 – 443628 nil 01042008
19 may 2006 and 10 november 2006 1 april 2006 to 31 march 2008 – 143880 nil 01042008
19 may 2006 and 10 november 2006 1 april 2006 to 31 march 2009 726660 845980 nil 01042009
18 may 2007 2 august 2007 3 october 2007 and 16 november 2007 
1 april 2007 to 31 march 2010 1297940 1508320 nil 01042010
16 may 2008 and 1 august 2008 1 april 2008 to 31 march 2011 1417920 – nil 01042011
3442520 2941808
no further awards are to be made under this scheme after 30 september 2008
e executive share award plan 2008
at 31 march 2009 the following conditional awards were outstanding under the sabmiller plc executive share award plan 2008
earliest date
by which
2009 2008 exercise performance
ordinary ordinary price condition
date of award shares shares £ may be met
14 november 2008 115000 – nil 14112011 sabmiller plc annual report 2009 notes to the consolidated financial statements 121
25 share capital continued
f international employee share scheme
at 31 march 2009 the following options were outstanding under the sabmiller plc international employee share scheme
2009 2008 exercise partial 
ordinary ordinary price vesting
date of grant shares shares £ date from
1 january 2003
1
171669 296669 41575 01012004
21 may 2004 673985 673985 6605 21052005
21 may 2004
2
5000 5000 6605 21052007
3
20 may 2005
2
5000 5000 8280 20052008
3
20 may 2005 819906 867906 8280 20052006
11 november 2005 87630 87630 10530 11112006
19 may 2006 764475 861862 10610 19052007
19 may 2006 100000 100000 10610 19052009
3
19 may 2006
2
5000 5000 10610 19052009
3
10 november 2006 28100 28350 10930 10112007
18 may 2007 893967 1050300 11670 18052008
18 may 2007 100000 100000 11670 18052010
3
18 may 2007
2
2000 2000 11670 18052010
3
2 august 2007 12500 12500 12300 02082010
3
16 may 2008 376050 – 12500 16052009
16 may 2008 200000 – 12500 16052011
3
16 may 2008
2
2000 – 12500 16052011
3
1 august 2008 50000 – 10490 01082011
3
4297282 4096202
1 granted on 23 may 2003 but effective as at 1 january 2003
2 sabmiller plc international employee share scheme hong kong and china
3 three year vesting
no further options are to be granted under this scheme after 30 september 2008
g international employee stock appreciation rights scheme sars
as at 31 march 2009 the following share awards were outstanding under the sabmiller plc international employee stock appreciation rights
scheme
2009 2008 exercise partial 
ordinary ordinary price vesting
date of grant shares shares £ date from
1 january 2003
1
956120 1036654 41575 01012004
21 november 2003 15000 15000 5537 21112004
21 may 2004 1270040 1434407 6605 21052005
20 may 2005 1191255 1347507 8280 20052006
19 may 2006 1186172 1387113 10610 19052007
10 november 2006 33533 56750 10930 10112007
18 may 2007 1466860 1661260 11670 18052008
16 november 2007 68700 68700 13320 16112008
16 may 2008 833250 – 12500 16052009
7020930 7007391
1 granted on 23 may 2003 but effective as at 1 january 2003
no further share awards are to be granted under the sabmiller plc international employee stock appreciation rights scheme after 
30 september 2008
h stock appreciation rights plan 2008
at 31 march 2009 the following share awards were outstanding under the sabmiller plc stock appreciation rights plan 2008
exercise period
2009 2008 exercise
ordinary ordinary price earliest latest
date of grant shares shares £ date date
14 november 2008 9100 – 9295 14112011 14112018
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
122 notes to the consolidated financial statements sabmiller plc annual report 2009
25 share capital continued
outstanding share awards
the following table summarises information about share awards outstanding at 31 march
weighted weighted
average average
remaining remaining
contractual contractual
number life in years number life in years
range of exercise prices 2009 2009 2008 2008
share awards designated in gbp
£0 6443200 13 5208343 15
£4 – £5 2291836 36 2690215 45
£5 – £6 1020639 30 1265176 40
£6 – £7 2878816 51 3161833 61
£8 – £9 3393196 61 4064521 71
£9 – £10 125100 96 ––
£10 – £11 4685957 72 5021244 81
£11 – £12 4561077 81 5117860 91
£12 – £13 3988100 91 172540 95
£13 – £14 102040 86 ––
29489961 56 26701732 61
share options designated in zar
r40 – r50 304250 14 458150 22
r50 – r60 636432 38 860432 46
r60 – r70 1619700 38 2229500 48
r70 – r80 688500 51 713500 61
r80 – r90 94300 32 115700 42
r90 – r100 1679157 59 1822157 69
r110 – r120 245000 65 245000 74
r120 – r130 2019360 69 2182360 79
r140 – r150 3165800 91 932500 86
r150 – r160 75000 93 ––
r160 – r170 872450 81 985150 91
r170 – r180 37500 84 37500 93
r180 – r190 2899450 88 1907900 96
14336899 70 12489849 70
43826860 60 39191581 64
exercisable share options
the following table summarises information about exercisable share options outstanding at 31 march
weighted weighted
average average
exercise exercise
number price number price
2009 2009 2008 2008
share options designated in gbp 14400630 806 11959261 712
share options designated in zar 2654682 608 2117850 621 sabmiller plc annual report 2009 notes to the consolidated financial statements 123
25 share capital continued
the exercise prices of share awards outstanding at 31 march 2009 ranged from £0 to £1332 and zar4309 to zar18598 the movement 
in share awards outstanding is summarised in the following table
weighted weighted weighted weighted
average average number average average
number exercise fair value at of shares exercise fair value at total
of awards price grant date under option price grant date number of
uk £ £ sa zar zar awards
outstanding at 1 april 2007 23105090 638 – 11772323 9087 – 34877413
granted 8223950 784 547 3057850 17489 628 11281800
lapsed 1447075 382 – 686100 12162 – 2133175
exercised or vested 3180233 577 – 1654224 6606 – 4834457
outstanding at 31 march 2008 26701732 704 – 12489849 11304 – 39191581
granted 8498400 816 600 3706000 15655 639 12204400
lapsed 3648570 661 – 849350 14302 – 4497920
exercised or vested 2061601 641 – 1009600 6157 – 3071201
outstanding at 31 march 2009 29489961 738 – 14336899 12614 – 43826860
share awards exercised or vested
the weighted average market price of the group’s shares at the date of exercise or vesting for share options exercised or vested during the 
year were
weighted weighted
average average
number market price number market price
2009 2009 2008 2008
share awards designated in gbp
– equitysettled 2061601 1152 2373427 1240
– cashsettled –– 806806 1284
2061601 1152 3180233 1252
share options designated in zar
– equitysettled 1009600 17199 1654224 18123
total awards exercised or vested during the year 3071201 4834457
sharebased payments have been valued using a binomial model approach except for the performance share awards and executive share
option plan which have been valued using monte carlo simulations
the monte carlo simulation methodology is necessary for valuing sharebased payments with tsr performance hurdles this is achieved 
by projecting sabmiller plc’s share price forwards together with those of companies in the same comparator group over the vesting period
andor life of the options after considering their respective volatilities
weighted average fair value assumptions
the fair value of services received in return for share awards granted are measured by reference to the fair value of share awards granted 
the estimate of the fair value of the services received is measured based on a binomial model for share awards
the following weighted average assumptions were used in these option pricing models during the year
2009 2008
share price
1
– south african schemes zar 16055 17802
– all other schemes £ 1250 1195
exercise price
1
– south african schemes zar 15655 17489
– all other schemes £ 817 784
expected volatility all schemes
2
256 225
dividend yield all schemes 21 21
annual forfeiture rate
– south african schemes 50 75
– all other schemes 30 30
riskfree interest rate
– south african schemes 92 81
– all other schemes 47 51
1 the calculation is based on the weighted 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 notes to the consolidated financial statements continued
124 notes to the consolidated financial statements sabmiller plc annual report 2009
26 statement of changes in shareholders’ equity
safari total
merger treasury share
share share relief other and ebt retained holders’ minority total
capital premium reserve reserves shares earnings equity interest equity
usm usm usm usm usm usm usm usm usm
at 1 april 2007 158 6137 3395 466 683 4933 14406 595 15001
currency translation differences
– subsidiaries – – – 1870 – – 1870 57 1927
– associates – – – 102 – – 102 – 102
net investment hedges – fair value losses – – – 226 – – 226 – 226
cash flow hedges – fair value gains – – – 1 – – 1 – 1
available for sale investments – fair value gains – – – 2 – – 2 – 2
deferred tax charge on items taken to equity ––––– 8 8 – 8
actuarial gains taken to equity ––––– 31 31 – 31
other movements ––––– 5 5 – 5
profit for the financial year ––––– 2023 2023 265 2288
dividends paid ––––– 769 769 201 970
issued capital – 39 –––– 39 – 39
payment for purchase of own shares for share trusts –––– 33 – 33 – 33
utilisation of ebt shares –––– 8 8 –––
payment for buyout of minorities ––––––– 17 17
credit entry relating to sharebased payments ––––– 58 58 – 58
change in settlement basis of share incentive plans ––––– 54 54 – 54
at 31 march 2008 158 6176 3395 2215 708 6309 17545 699 18244
currency translation differences
– subsidiaries – – – 3198 – – 3198 36 3234
– associates and joint ventures – – – 152 – – 152 – 152
net investment hedges – fair value gains – – – 337 – – 337 – 337
cash flow hedges – fair value gains – – – 21 – – 21 11 32
available for sale investments – fair value losses – – – 8 – – 8 – 8
deferred tax credit on items taken to equity – – – 31 – 94 125 – 125
actuarial losses taken to equity ––––– 18 18 – 18
other movements ––––– 5 5 – 5
contributed to joint ventures – – – 11 – – 11 2 13
profit for the financial year ––––– 1881 1881 276 2157
share of associates’ and joint ventures’ losses
recognised in equity – – – 108 – 222 330 – 330
dividends paid ––––– 877 877 221 1098
issued capital 1 22 –––– 23 – 23
payment for purchase of own shares for share trusts –––– 37 – 37 – 37
utilisation of ebt shares –––– 23 23 – – –
disposal of shares in subsidiaries ––––––– 14 14
payment for buyout of minorities ––––––– 3 3
credit entry relating to sharebased payments ––––– 79 79 – 79
at 31 march 2009 159 6198 3395 873 722 7218 15375 738 16113
as restated see note 28
the group’s retained earnings includes amounts of us618 million 2008 us510 million the distribution of which is limited by statutory 
or other restrictions
merger relief reserve
in accordance with section 131 of the companies act 1985 the group recorded the us3395 million excess of value attributed to the 
shares issued as consideration for miller brewing company over the nominal value of those shares as a merger relief reserve in the year 
ended 31 march 2003
safari treasury and ebt shares reserve
in the financial year ended 31 march 2000 safari ltd a special purpose vehicle established and financed by a whollyowned subsidiary of
sabmiller plc acquired 77368338 sabmiller plc shares at an initial cost of us560 million in terms of the agreement a topup payment of
us58 million was accrued for at 31 march 2001 and paid to the selling shareholders on 3 april 2001 on 9 july 2002 these shares held by
safari ltd were converted to nonvoting convertible shares on 26 february 2009 these nonvoting convertible shares were converted into
ordinary shares and then acquired by the company to be held as treasury shares whilst the purchase price for each share was £1054 the
whole amount of the consideration was paid between group companies
the employee benefit trusts ebt hold shares in sabmiller plc for the purposes of the various executive share incentive schemes further details
of which are disclosed in the remuneration report the shares currently rank pari passu with all other ordinary shares at 31 march 2009 
the trusts held 5746387 shares 2008 4644176 shares which cost us104 million 2008 us90 million and had a market value of 
us86 million 2008 us102 million these shares have been treated as a deduction in arriving at shareholders’ funds the trusts used funds
provided by sabmiller plc to purchase the shares the costs of funding and administering the scheme are charged to the income statement in
the period to which they relate sabmiller plc annual report 2009 notes to the consolidated financial statements 125
26 statement of changes in shareholders’ equity continued
other reserves
the analysis of other reserves is as follows
foreign net
currency cash flow investment available
translation hedging hedging for sale
reserve reserve reserve reserve total
usm usm usm usm usm
at 1 april 2007 463 – 4 7 466
currency translation differences
– subsidiaries 1870 – – – 1870
– associates and joint ventures 102 – – – 102
net investment hedges – fair value losses – – 226 – 226
cash flow hedges – fair value gains – 1 – – 1
available for sale investments – fair value gains – – – 2 2
at 31 march 2008 2435 1 230 9 2215
currency translation differences
– subsidiaries 3198 – – – 3198
– associates and joint ventures 152 – – – 152
net investment hedges – fair value gains – – 337 – 337
cash flow hedges – fair value gains – 21 – – 21
available for sale investments – fair value losses – – – 8 8
deferred tax credit on items taken to equity – 31 – – 31
share of associates’ and joint ventures’ losses recognised in equity – 108 – – 108
contributed to joint ventures – 11 – – 11
at 31 march 2009 915 66 107 1 873
foreign currency translation reserve
the foreign currency translation reserve comprises all translation exchange differences arising on the retranslation of opening net assets
together with differences between income statements translated at average and closing rates
27a reconciliation of profit for the year to net cash generated from operations
2009 2008
usm usm
profit for the year 2157 2288
taxation 801 976
share of posttax results of associates and joint ventures 516 272
interest receivable and similar income 595 265
interest payable and similar charges 1301 721
operating profit 3148 3448
depreciation
property plant and equipment 626 633
containers 203 215
container breakages and shrinkage 13 27
lossprofit on disposal of property plant and equipment 10 12
amortisation of intangible assets 204 190
impairment of goodwill 364 –
impairment of intangible assets 14 –
impairment of property plant and equipment 16 5
unrealised net lossgain from fair value hedges 14 26
profit on disposal of businesses 526 17
dividends received from other investments 1 1
charge with respect to share options 79 58
other noncash movements – 2
net cash generated from operations before working capital movements ebitda 4164 4518
increase in inventories 249 337
increase in receivables 314 160
increase in payables 66 282
decrease in provisions 7 5
increasedecrease in postretirement benefit provisions 11 22
net cash generated from operations 3671 4276
cash generated from operations includes cash outflows relating to exceptional costs of us49 million in respect of integration and
restructuring costs relating to north america latin america and europe 2008 us19 million in respect of integration and restructuring 
costs in latin america and europe
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
126 notes to the consolidated financial statements sabmiller plc annual report 2009
27b analysis of net debt
cash borrowings
and cash related
equivalents derivative
excluding financial finance total gross
overdrafts overdrafts borrowings instruments leases borrowings net debt
usm usm usm usm usm usm usm
at 1 april 2007 481 187 7029 127 15 7358 6877
exchange adjustments 72 41 388 – 1 430 502
cash flow 254 248 1454 10 7 1705 1451
acquisitions – through business combinations 10 9 164 – – 173 163
other movements – – 125 62 4 67 67
at 31 march 2008 673 485 9160 75 13 9733 9060
exchange adjustments 38 64 1010 – 2 1076 1038
cash flow 233 120 864 32 1 711 944
acquisitions – through business combinations 11 1 53 – – 54 43
disposals 4 2 – – – 2 2
other movements – – 241 530 – 289 289
at 31 march 2009 409 300 9308 487 10 9131 8722
cash and cash equivalents on the balance sheet are reconciled to cash and cash equivalents on the cash flow as follows
2009 2008
usm usm
cash and cash equivalents balance sheet 409 673
overdrafts 300 485
cash and cash equivalents cash flow 109 188
the group’s net debt is denominated in the following currencies
colombian other
us dollars sa rand euro peso currencies total
usm usm usm usm usm usm
total cash and cash equivalents 168 39 84 13 105 409
total gross borrowings including overdrafts 5712 543 669 1301 906 9131
5544 504 585 1288 801 8722
cross currency swaps 2695 400 1232 400 663 –
net debt at 31 march 2009 2849 904 1817 1688 1464 8722
total cash and cash equivalents 196 171 43 34 229 673
total gross borrowings including overdrafts 4686 439 1888 1807 913 9733
4490 268 1845 1773 684 9060
cross currency swaps 1731 400 331 400 600 –
net debt at 31 march 2008 2759 668 2176 2173 1284 9060
27c major noncash transactions
2009
the contribution of the miller brewing company’s us and puerto rico operations to the millercoors joint venture in exchange for a 58
economic interest in the resulting joint venture was a significant noncash transaction during the year
2008
no major noncash transactions occurred during the year sabmiller plc annual report 2009 notes to the consolidated financial statements 127
28 restatement of the balance sheet at 31 march 2008
the initial accounting under ifrs 3 ‘business combinations’ for the grolsch and browar belgia acquisitions had not been completed as 
at 31 march 2008 during the periods ended 12 february 2009 and 8 january 2009 adjustments to provisional fair values in respect of the
grolsch and browar belgia acquisitions respectively have been made as a result comparative information for the year ended 31 march 2008
has been presented as if the further adjustments to provisional fair values had been made from the transaction dates of 12 february 2008 and
8 january 2008 respectively the impact on the prior period income statement has been reviewed and no material adjustments to the income
statement as a result of the adjustments to provisional fair values were required the following table reconciles the impact on the balance sheet
reported for the year ended 31 march 2008 to the comparative balance sheet presented in these financial statements
balance sheet
adjustments at 31 march
at 31 march to provisional 2008
2008 fair values as restated
usm usm usm
assets
noncurrent assets
goodwill 15600 467 15133
intangible assets 4383 653 5036
property plant and equipment 9037 76 9113
investment in associates 1826 – 1826
available for sale investments 52 1 53
derivative financial instruments 208 – 208
trade and other receivables 240 3 237
deferred tax assets 340 1 341
31686 261 31947
current assets
inventories 1350 12 1362
trade and other receivables 1871 6 1865
other current assets 906 2 908
4127 8 4135
total assets 35813 269 36082
liabilities
current liabilities
derivative financial instruments 34 – 34
borrowings 2062 – 2062
trade and other payables 3273 34 3307
current tax liabilities 534 6 540
provisions 300 14 314
6203 54 6257
noncurrent liabilities
derivative financial instruments 497 – 497
borrowings 7596 – 7596
trade and other payables 338 – 338
deferred tax liabilities 1775 174 1949
provisions 1160 41 1201
11366 215 11581
total liabilities 17569 269 17838
net assets 18244 – 18244
total equity 18244 – 18244
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
128 notes to the consolidated financial statements sabmiller plc annual report 2009
29 acquisitions and disposals
the following significant business combinations took effect during the year
on 17 june 2008 sabmiller plc completed the acquisition of the russian brewer llc vladpivo and on 4 july 2008 it completed the
acquisition of a 9984 interest in the ukrainian brewer cjsc sarmat
during the year the group acquired an effective 57 interest in a nigerian brewer pabod and an effective 80 interest in the voltic water
business in nigeria and ghana
on 19 march 2009 sabmiller plc acquired the 50 interest in the vietnamese brewing business sabmiller vietnam jv company which 
it did not already own the investment had previously been equity accounted as an associate
all business combinations
all business combinations have been accounted for using the purchase method all assets were recognised at their respective fair values 
the residual over the net assets acquired is recognised as goodwill in the financial statements the following table represents the assets 
and liabilities acquired in respect of all business combinations entered into during the year ended 31 march 2009
carrying value provisional
preacquisition fair value
usm usm
intangible assets 17 29
property plant and equipment 175 160
inventories 43 27
trade and other receivables 16 13
current tax assets 4–
cash and cash equivalents 11 11
borrowings 76 54
trade and other payables 19 19
net deferred tax liabilities 4 14
provisions – 4
167 149
minority interests 12
137
provisional goodwill 144
consideration 281
goodwill represents amongst other things intangible assets yet to be recognised separately from goodwill and the value of the assembled
workforce
usm
consideration satisfied by
cash consideration 269
investment in associate transferred to investment in subsidiary undertaking 13
cash and cash equivalents net of overdrafts acquired 10
deferred consideration paid relating to prior year acquisitions 11
281
from the date of acquisition to 31 march 2009 the following amounts have been included in the group’s income and cash flow statements 
for the year
usm
income statement
revenue 54
operating loss 74
loss before tax 85
cash flow statement
cash utilised in operations 29
net interest paid 5
purchase of property plant and equipment 11 sabmiller plc annual report 2009 notes to the consolidated financial statements 129
29 acquisitions and disposals continued
if the date of the acquisitions made during the year had been 1 april 2008 then the group’s revenue operating profit and profit before tax 
for the year ended 31 march 2009 would have been as follows
usm
income statement
revenue 18732
operating profit 3133
profit before tax 2939
minority interests
the following minority interests were acquired for a total consideration of us5 million with additional goodwill of us3 million recognised
effective 
holding after
acquisition
of minority form of
company  acquired interest consideration country
cervecería nacional sa 08 97 cash panama
bavaria sa 01 99 cash colombia
disposals
disposal of miller subsidiary into the millercoors joint venture
on 30 june 2008 sabmiller plc and molson coors brewing company announced the completion of the transaction to combine the us 
and puerto rico operations of their respective subsidiaries miller and coors in a joint venture to create millercoors a stronger brandled 
us brewer in the increasingly competitive us marketplace millercoors began operating as a combined entity on 1 july 2008 sabmiller has a
58 economic interest in millercoors and molson coors has a 42 economic interest voting interests are shared equally between sabmiller
and molson coors and each of sabmiller and molson coors has equal board representation a profit of us437 million arose on the disposal
of the us and puerto rico operations of the miller business into the millercoors joint venture the profit was calculated as 58 of the fair value
of the business contributed to the joint venture by coors brewing company less 42 of the value of net assets contributed to the joint venture
by sabmiller plc and transaction costs
the net assets contributed by sabmiller plc to the millercoors joint venture were comprised as follows
usm
goodwill 3998
intangible assets 232
property plant and equipment 1043
other noncurrent assets 117
noncurrent assets 5390
current assets 414
overdraft 2
other current liabilities 413
provisions 15
current liabilities 430
other noncurrent liabilities 4
provisions 734
noncurrent liabilities 738
net assets contributed to joint venture 4636
other disposals during the year
on 26 february 2009 the disposal of the agua brisa water business in colombia was completed for cash consideration of us92 million 
on 26 march 2009 the disposal of the bolivian soft drinks business was completed for cash consideration of us27 million
the net assets disposed of for these disposals were comprised as follows
usm
noncurrent assets 22
current assets
1
13
current liabilities 4
noncurrent liabilities 1
net assets 30
1 including cash and cash equivalents of us4 million
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
130 notes to the consolidated financial statements sabmiller plc annual report 2009
30 commitments contingencies and guarantees
a operating lease commitments
the minimum lease rentals to be paid under noncancellable leases at 31 march 2009 are as follows
2009 2008
usm usm
land and buildings
within one year 50 40
later than one year and less than five years 83 101
after five years 46 42
179 183
plant vehicles and systems
within one year 26 29
later than one year and less than five years 62 74
after five years 8 8
96 111
b other commitments
2009 2008
usm usm
capital commitments not provided in the financial information
contracts placed for future expenditure for property plant and equipment 403 667
contracts placed for future expenditure for intangible assets 2 22
share of capital commitments of joint ventures 65 –
other commitments not provided in the financial information
contracts placed for future expenditure 1499 685
share of joint ventures’ other commitments 606 –
contracts placed for future expenditure in 2009 primarily relate to minimum purchase commitments for raw materials and packaging materials
which are principally due between 2009 and 2015
contracts placed for future expenditure in the prior year primarily related to miller’s various longterm noncancellable advertising and promotion
commitments which at 31 march 2008 were principally due between 2008 and 2013 these contracts were transferred to the millercoors
joint venture on 30 june 2008 and are now shown as part of share of joint ventures’ other commitments
c contingent liabilities and guarantees
2009 2008
usm usm
guarantees to third parties provided in respect of trade loans
i
28 19
guarantees to third parties provided in respect of bank facilities 8 –
staff loans and pension guarantees
ii
– 22
jointly held contingent liability
iii
– 150
share of associates’ contingent liabilities 1 –
share of joint ventures’ contingent liabilities 10 –
litigation
iv
14 11
other contingent liabilities 2 –
63 202 sabmiller plc annual report 2009 notes to the consolidated financial statements 131
30 commitments contingencies and guarantees continued
i 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
ii staff loans and pension guarantees
staff loans and pension guarantees above primarily relate to the present value of miller pension guarantees miller and pabst brewing company
pabst are responsible for the milwaukee brewery workers’ pension plan in connection with pabst’s closure of its milwaukee wisconsin
brewery and their contract brewing agreement with miller pabst entered into a withdrawal liability settlement agreement which requires annual
payments by pabst to this pension plan of approximately us4 million until 2013 in the event that pabst is unable to fulfil its pension plan
obligation the plan would have recourse to all the assets of pabst and its parent company if such assets do not satisfy pabst’s remaining
pension obligation miller would be required to fund the remaining pabst withdrawal liability until 2013 this guarantee was transferred into 
the millercoors joint venture on 30 june 2008
iii jointly held contingent liability
bavaria sa is jointly and severally liable with valorem sa part of santo domigo group sdg for the pension obligations of avianca sa
formerly part of the sdg group but which was sold by sdg in 2004 the maximum obligation is for us150 million which corresponds to 
the initial actuarial value of the pensions obligation on 30 december 2008 valorem discharged the obligations via a trust structured with an
insurance company that will take responsibility for the pensions of avianca land personnel as a consequence the promissory note and related
bavaria guarantee are in the process of being cancelled and bavaria will have to cancel certain pledges over shares in valorem companies
iv litigation
the group has a number of activities in a wide variety of geographic areas and is subject to certain legal claims incidental to its operations 
in the opinion of the directors after taking appropriate legal advice these claims are not expected to have either individually or in aggregate 
a material adverse effect upon the group’s financial position except insofar as already provided in the consolidated financial statements
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
31 pensions and postretirement benefits
the group operates a number of pension schemes throughout the world these schemes have been designed and are administered in
accordance with local conditions and practices in the countries concerned and include both defined contribution and defined benefit schemes
the majority of the schemes are funded and the schemes’ assets are held independently of the group’s finances the assets of the schemes
do not include any of the group’s own financial instruments nor any property occupied by or other assets used by the group pension and
postretirement benefit costs are assessed in accordance with the advice of independent professionally qualified actuaries generally the
projected unit method is applied to measure the defined benefit scheme liabilities
the group also provides medical benefits which are mainly unfunded for retired employees and their dependants in south africa the
netherlands and latin america the defined benefit pension plans and medical and other postretirement benefit plans of the miller brewing
company were transferred to the millercoors joint venture on 30 june 2008
the total pension and postretirement medical benefit costs recognised in the income statement and related net liabilities on the balance 
sheet are as follows
2009 2008
usm usm
defined contribution scheme costs 83 94
defined benefit pension plan costs 16 26
postretirement medical and other benefit costs 19 47
accruals for defined contribution plans balance sheet 2 5
provisions for defined benefit pension plans balance sheet 137 396
provisions for other postretirement benefits balance sheet 80 621
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
132 notes to the consolidated financial statements sabmiller plc annual report 2009
31 pensions and postretirement benefits continued
the group operates various defined contribution and defined benefit schemes details of the main defined benefit schemes is provided below
north america pension schemes
the miller pension plan is a single qualified defined benefit scheme covering both salaried nonunion and union employees while maintaining
separate benefit structures across the various employee groups substantially all salaried nonunion employees hired prior to 1 january 2005
are covered by the plan which provides benefits for this employee group based on final average pay and years of service benefit accruals for
salaried nonunion employees ceased as of 31 december 2007 benefit accruals for union employees are the subject of collective bargaining
and are based on a flat rate per year of service in addition through negotiations benefit accruals have been frozen for some of the union
employee groups covered by the plan
miller has two qualified defined contribution schemes that cover salaried nonunion and union employees separately the plan covering salaried
nonunion employees provides a basic company contribution equal to 5 of an employee’s pay along with a oneforone company matching
up to 4 of an employee’s own contributions for the plan covering union employees the company makes contributions for some of the union
groups either through company matching contributions based on employee’s own contributions or a flat hourly contribution rate in addition
substantially all salaried nonunion employees are covered by a survivor income benefit plan and a longterm disability plan
on 30 june 2008 the assets and liabilities of the above plans were contributed to the millercoors joint venture and are reflected through the
group’s ownership interest in that entity
miller provides nonqualified unfunded defined benefit and defined contribution plans for certain employees whose benefits under the qualified
plans are limited by regulation on 30 june 2008 these plans were also contributed to the millercoors joint venture
the most recent actuarial valuation of miller’s postretirement plan was carried out by independent professionally qualified actuaries at
30 june 2008 using the projected unit credit method
certain of miller’s hourly employees participate in the milwaukee brewery workers’ pension plan as part of a withdrawal settlement pabst
which had participated in the plan prior to 1997 agreed to make annual contributions of approximately us4 million to this plan until 2013 
the plan’s funded status net of the present value of pabst’s withdrawal payments at 30 june 2008 is set out below the liability for this plan
was contributed to the millercoors joint venture on 30 june 2008
usm
market value of assets 40
present value of accrued obligations net of pabst withdrawal liabilities 79
deficit 39
south africa pension schemes
the group operates a number of pension schemes throughout south africa details of the major schemes are provided below
the abi pension fund suncrush pension fund and suncrush retirement fund are funded schemes of the defined benefit type based 
on average salary with assets held in separately administered funds the surplus apportionment schemes for the abi pension fund 
the suncrush pension fund and suncrush retirement fund have been approved by the financial services board
the active and pensioner liabilities in respect of the abi pension fund and the suncrush retirement fund have been settled the only 
liabilities are in respect of the surplus apportionment scheme once the surplus liabilities have been settled the funds will be deregistered 
and liquidated the trustees have resolved that any surplus remaining in the suncrush retirement fund should be transferred to the 
suncrush pension fund although this has not been approved therefore the asset recognised has been set equal to the funded status
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 31 december 2008 using the projected unit credit method all salaried
employees are now covered by the social security provisions the principal economic assumptions used in the preparation of the pension
valuations are shown below and take into consideration changes in the colombian economy sabmiller plc annual report 2009 notes to the consolidated financial statements 133
31 pensions and postretirement benefits continued
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 2009 by an independent actuary using the projected unit credit method the principal assumptions used in the valuation are 
listed below
principal actuarial assumptions at 31 march expressed as weighted averages
medical and other
defined benefit pension plans postretirement benefits
south latin south
miller africa america grolsch other miller africa other

at 31 march 2009
discount rate – – 107 58 54 – 90 107
salary inflation – – 52 25 35 – – –
pension inflation – – 52 25 30 – – –
healthcare cost inflation –––––– 75 52
mortality rate assumptions
– retirement age males – – 55 65 – – 63 55
females – – 50 65 – – 63 50
– life expectations 
on retirement age
retiring today males – – 20 19 – – 16 20
females – – 25 21 – – 20 25
retiring in 20 years males – – –21 – –16 –
females – – –22 – –20 –
at 31 march 2008
discount rate 65 – 103 48 48 65 90 103
salary inflation 35 – 57 25 30 – – –
pension inflation 40 – 57 25 30 – – –
healthcare cost inflation – – – – – 91 73 67
mortality rate assumptions
– retirement age males 61 – 55 65 – 62 63 55
females 61 – 50 65 – 62 63 50
– life expectations 
on retirement age
retiring today males 21 – 20 16 – 20 16 20
females 24 – 25 20 – 23 20 25
retiring in 20 years males 21 – – 18 – 20 16 –
females 24 – – 20 – 23 20 –
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
134 notes to the consolidated financial statements sabmiller plc annual report 2009
31 pensions and postretirement benefits continued
the present value of defined benefit plan and postemployment medical benefit liabilities are as follows
medical and other
defined benefit pension plans postretirement benefits
south latin south
miller africa america grolsch other total miller africa other total
usm usm usm usm usm usm usm usm usm usm
present value of scheme liabilities at 1 april 2007 1151 78 167 – 32 1428 537 46 53 636
– portion of defined benefit obligation that is unfunded 18 – 167 – 3 188 537 45 51 633
– portion of defined benefit obligation that is partly or 
wholly funded 1133 78 – – 29 1240 – 1 2 3
benefits paid 57 – 38 – 5 100 23 – 4 27
contributions paid by plan participants ––––––– 2 – 2
current service cost 25 – 4 2 2 33 11 2 2 11
interest costs 67 4 12 – 2 85 31 4 5 40
actuarial gainslosses 80 5 2 – 1 78 33 – 6 39
settlements 5 26 – – 2 33 4 – – 4
transfer fromto other provisions – – 26 – 1 25 – 3 – 3
acquisitions – through business combinations – – – 299 – 299 – – 5 5
exchange adjustments – 6 34 24 6 58 – 5 9 4
present value of scheme liabilities at 31 march 2008 1101 55 203 325 33 1717 519 42 60 621
– portion of defined benefit obligation that is unfunded 13 – 200 – 24 237 519 42 60 621
– portion of defined benefit obligation that is partly or 
wholly funded 1088 55 3 325 9 1480 ––––
benefits paid 15 19 18 10 4 66 7 – 7 14
contributions paid by plan participants – – 1 2 – 1 – 1 1 2
current service cost 3 – 2 7 3 112114
past service costs –––––– 2 –– 2
interest costs 17 4 13 14 2 50845 17
actuarial lossesgains 6 8 17 49 1 53 – – 1 1
settlements and curtailments – – 6 2 1 5 ––––
transfer tofrom other provisions – – 19 – 2 17 – – 1 1
contributed to joint venture 1112 –––– 1112 520 – – 520
exchange adjustments – 8 44 50 5 107 – 8 16 24
present value of scheme liabilities at 31 march 2009 – 40 109 241 29 419 – 38 42 80
– portion of defined benefit obligation that is unfunded – – 107 – 21 128 – 38 42 80
– portion of defined benefit obligation that is partly 
or wholly funded – 40 2 241 8 291 –––– sabmiller plc annual report 2009 notes to the consolidated financial statements 135
31 pensions and postretirement benefits continued
the fair value reconciliations of opening plan assets to closing plan assets on an aggregated basis are as follows
defined benefit pension plans
miller south africa grolsch total
usm usm usm usm
plan assets at 1 april 2007 987 125 – 1112
expected return on plan assets 80 8 1 89
benefits paid 57 – – 57
contributions paid by employer 23 – 1 24
actuarial losses 91 16 – 107
settlements – 26 – 26
acquisitions – through business combinations – – 297 297
currency translations – 9 25 16
plan assets at 31 march 2008 942 82 324 1348
expected return on plan assets 19 5 17 41
benefits paid 15 19 10 44
contributions paid by employer 2 – 7 9
actuarial losses 31 – 47 78
settlements – 1 – 1
contributed to joint venture 917 – – 917
currency translations – 10 49 59
plan assets at 31 march 2009 – 57 242 299
the fair value of assets in pension schemes and the expected rates of return were
miller south africa latin america grolsch other
long long long long long
term term term term term
rate of rate of rate of rate of rate of total
usm return usm return usm return usm return usm return usm
at 31 march 2009
equities – – 4 120 – – 97 70 – – 101
bonds –––––– 145 50 –– 145
cash –– 50 70 –––––– 50
property and other – – 3 120 –––––– 3
total fair value of assets – 57 – 242 – 299
present value of scheme liabilities – 40 109 241 29 419
surplusdeficit in the scheme – 17 109 1 29 120
unrecognised pension asset due to limit – 17 – – – 17
pension liabilityasset recognised – – 109 1 29 137
at 31 march 2008
equities 455 90 7 120 – – 120 73 – – 582
bonds 293 61 –––– 186 48 –– 479
cash 1 48 72 70 –––––– 73
international equities 138 90 –––––––– 138
property and other 55 69 3 120 – – 18 73 – – 76
total fair value of assets 942 82 – 324 – 1348
present value of scheme liabilities 1101 55 203 325 33 1717
deficitsurplus in the scheme 159 27 203 1 33 369
unrecognised pension asset due to limit – 27 – – – 27
pension liability recognised 159 – 203 1 33 396
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
136 notes to the consolidated financial statements sabmiller plc annual report 2009
31 pensions and postretirement benefits continued
the amounts recognised in the balance sheet are as follows
medical and other
defined benefit pension plans postretirement benefits
south latin south
miller africa america grolsch other total miller africa other total
usm usm usm usm usm usm usm usm usm usm
at 31 march 2009
present value of scheme liabilities – 40 109 241 29 419 – 38 42 80
fair value of plan assets – 57– 242 – 299 ––––
– 17 109 1 29 120 – 38 42 80
unrecognised assets due to limit – 17 – – – 17 ––––
net liabilityasset recognised on balance sheet – – 109 1 29 137 – 38 42 80
at 31 march 2008
present value of scheme liabilities 1101 55 203 325 33 1717 519 42 60 621
fair value of plan assets 942 82 – 324 – 1348 ––––
159 27 203 1 33 369 519 42 60 621
unrecognised assets due to limit – 27 – – – 27 ––––
net liability recognised on balance sheet 159 – 203 1 33 396 519 42 60 621
in respect of south africa the pension asset recognised must be limited to the extent that the employer is able to recover a surplus 
either through reduced contributions in the future or through refunds from the scheme the limit has been set equal to nil as the surplus
apportionment exercise required in terms of the south african legislation has not yet been completed in addition the net income statement
charge of us1 million 2008 gain of us4 million and net actuarial loss taken directly to equity of us8 million 2008 loss of us21 million
are not recognised in the financial statements
the amounts recognised in net operating expenses in the income statement are as follows
medical and other
defined benefit pension plans postretirement benefits
latin south
miller america grolsch other total miller africa other total
usm usm usm usm usm usm usm usm usm
at 31 march 2009
current service cost 3 2 7 3 11 2 1 1 4
past service cost ––––– 2–– 2
interest costs 17 13 14 2 46 8 4 5 17
expected return on plan assets 19 – 17– 36 ––––
settlements and curtailments – 6 2 1 5 ––––
1 5 6 4 16 8 5 6 19
at 31 march 2008
current service cost 25 4 2 2 33 11 2 2 11
interest costs 67 12 – 2 81 31 4 5 40
expected return on plan assets 80 – 1 – 81––––
settlements and curtailments 5 – – 2 7 4 – – 4
7 16 1 2 26 38 6 3 47 sabmiller plc annual report 2009 notes to the consolidated financial statements 137
31 pensions and postretirement benefits continued
the amounts recognised in the statement of recognised income and expense are as follows
medical and other
defined benefit pension plans postretirement benefits
latin south
miller america grolsch other total miller africa other total
usm usm usm usm usm usm usm usm usm
at 31 march 2009
actual loss on plan assets 11 – 30 – 41 ––––
less expected return on plan assets 19 – 17 – 36 ––––
experience lossesgains arising on
scheme assets 30 – 47 – 77 ––––
scheme liabilities 11 – 49 – 38 9 1 – 10
changes in actuarial assumptions 4 17 – 1 22911 11
other actuarial losses ––––––– 2 2
37 17 2 1 17 – – 1 1
at 31 march 2008
actual lossreturn on plan assets 10 – 1 – 9 ––––
less expected return on plan assets 80 – 1 – 81 ––––
experience gainslosses arising on
scheme assets 90 – – – 90 ––––
scheme liabilities 3 – – – 3 1 – – 1
changes in actuarial assumptions 76 3 – 1 80 34 – 6 40
other actuarial losses – 1 –– 1 ––––
11 2 – 1 8 33 – 6 39
the cumulative amounts recognised in equity are as follows
2009 2008
usm usm
cumulative actuarial losses recognised at beginning of year 142 173
net actuarial lossesgains recognised in the year 18 31
cumulative actuarial losses recognised at end of year 160 142
history of actuarial gains and losses
2009 2008 2007 2006 2005
usm usm usm usm usm
experience lossesgains of plan assets 77 90 28 31 15
percentage of plan assets 26 7 3 3 2
experience gainslosses of scheme liabilities 28 2 62 4 21
percentage of scheme liabilities 6 0 3 0 1
fair value of plan assets 299 1348 1112 1038 959
present value of scheme liabilities 499 2338 2064 1939 1682
deficit in the schemes 200 990 952 901 723
unrecognised assets due to limit 17 27 47 73 68
net liability recognised in balance sheet 217 1017 999 974 791
contributions expected to be paid into the group’s major defined benefit schemes during the annual period after 31 march 2009 are 
us23 million
a 1 increase and a 1 decrease in the assumed healthcare cost of inflation will have the following effect on the group’s postemployment
medical benefits
2009
increase decrease
usm usm
current service costs ––
interest costs ––
accumulated postemployment medical benefit costs 2 2
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
138 notes to the consolidated financial statements sabmiller plc annual report 2009
32 related party transactions
a parties with significant influence over the group altria group inc altria and santo domingo group sdg
during the three months ended 30 june 2008 the miller brewing company received various services from altria which holds 285 
of the group including insurance claims processing leasehold accommodation and other administrative services with an aggregate cost 
of usnil year ended 31 march 2008 us01 million of which usnil 2008 usnil was outstanding at 31 march 2009
the santo domingo group sdg is considered to be a related party of the group by virtue of its 15 equity shareholding in sabmiller plc and
of its power to appoint members of the board of directors in the current year provisions for impairment of usnil 2008 us13 million were
recorded against receivables owing from companies controlled by the sdg during the year the group made a donation of us69 million to
the fundacion mario santo domingo based in colombia 2008 us8 million at 31 march 2009 usnil 2008 usnil was owing to the sdg
bavaria sa is jointly and severally liable with valorem sa part of the sdg for the pension obligations of avianca sa a former part of the 
sdg which was sold by the sdg in 2004 the maximum obligation is for us150 million which corresponds to the initial actuarial value of 
the obligation on 30 december 2008 valorem discharged the obligations via a trust structured with an insurance company that will take
responsibility for the pensions of avianca land personnel as a consequence the promissory note and related bavaria guarantee are in the
process of being cancelled and bavaria will have to cancel certain pledges over shares in valorem companies
b associates and joint ventures
the millercoors joint venture is deemed to be a related party from 1 july 2008 transactions with the millercoors joint venture include the 
sale of hops and lager to and the purchase of lager from millercoors millercoors have also entered into a distribution agreement with a group
company and carried out contract brewing on behalf of group companies further details relating to transactions with millercoors are included
within the analysis of transactions with joint ventures below
2009 2008
usm usm
purchases from associates
1
251 214
purchases from joint ventures
2
50 –
sales to associates
3
44 22
sales to joint ventures
4
28 –
dividends received from associates
5
151 91
dividends received from joint ventures
6
454 –
royalties received
7
1 –
management fees
8
2 –
receipt from sale of distribution rights
9
14 –
1 the group purchased canned cocacola products for resale from cocacola canners of southern africa pty ltd cocacola canners and purchased 
inventory from distell group ltd and associated food processors pty ltd in south africa and metalforma sa industria nacional de plasticos sa and 
envases del istmo sa in panama
2 the group purchased lager from millercoors
3 the group made sales of lager to tsogo sun holdings pty ltd tsogo sun madedeni beer wholesaler pty ltd empresa cervejas de n’gola sarl 
and société des brasseries et glacières internationalesbrasseries internationales holding ltd castel
4 the group made sales to millercoors and pacific beverages pty ltd
5 the group received dividends from société des brasseries et glacières internationales and brasseries internationales holding ltd castel of us39 million 
2008 us27 million kenya breweries ltd kenya us15 million 2008 us15 million cocacola canners us4 million 2008 us4 million distell group ltd
us17 million 2008 us17 million tsogo sun us73 million 2008 us28 million and grolsch uk ltd of us3 million 2008 usnil
6 the group received dividends from millercoors
7 the group received royalties from millercoors
8 the group paid management fees to millercoors
9 the group sold distribution rights to millercoors
2009 2008
usm usm
amounts owed by associates
1
27 –
amounts owed by joint ventures
2
2 –
amounts owed to associates
3
25 20
amounts owed to joint ventures
4
29 –
1 amounts owed by grolsch uk ltd and empresa cervejas de n’gola sarl
2 amounts owed by millercoors
3 amounts owed to cocacola canners pty ltd
4 amounts owed to millercoors
c transactions with key management
the group has a related party relationship with the directors of the group and members of the excom as key management at 31 march 2009
there are 23 members of key management key management compensation is provided in note 6c sabmiller plc annual report 2009 notes to the consolidated financial statements 139
33 post balance sheet events
on 29 may 2009 sabmiller plc acquired the outstanding 281 minority interest in its polish subsidiary kompania piwowarska sa
from kulczyk holding sa in exchange for 60 million ordinary shares of sabmiller plc based upon sabmiller’s closing price of £1249
on 28 may 2009 the implied value of the consideration is us1194 million
34 principal subsidiaries associates and joint ventures
the principal subsidiary undertakings of the group as at 31 march were as follows
effective interest in
ordinary share capital
name country of incorporation principal activity 2009 2008
corporate
sabmiller holdings ltd united kingdom holding company 100 100
sabmiller finance bv
1
netherlands holding company 100 100
sabsa holdings pty ltd south africa holding company 100 100
sabmiller africa and asia bv
1
netherlands holding company 100 100
sabmiller international bv netherlands trademark owner 100 100
sabmiller latin america ltd united kingdom holding company 100 100
latin american operations
bavaria sa
2
colombia brewingsoft drinks 99 99
cervecería uníon sa colombia brewing 98 98
union de cervecerías peruanas 
backus y johnston saa
2
peru brewing 93 93
cervecería san juan sa
2
peru brewingsoft drinks 86 86
cervecería nacional cn sa
2
ecuador brewing 95 95
latin development corporation panama holding company 99 99
cervecería nacional sa
2
panama brewing 97 96
bevco limited british virgin islands holding company 100 100
cervecería hondureña sa de cv honduras brewingsoft drinks 99 99
industrias la constancia sa de cv el salvador brewingsoft drinks 100 100
european operations
sabmiller europe bv netherlands holding company 100 100
sabmiller holdings europe ltd united kingdom holding company 100 100
spa birra peroni italy brewing 100 100
ursus breweries sa romania brewing 99 99
compania cervecera de canarias sa spain brewing 51 51
dreher sörgyárak zrt hungary brewing 100 100
sabmiller rus llc russia brewing 100 100
kompania piwowarska sa
3
poland brewing 72 72
plzenský prazdroj as czech republic brewing 100 100
miller brands uk ltd united kingdom sales and distribution 100 100
pivovary topvar as slovakia brewing 100 100
grolsche bierbrouwerij nederland bv netherlands brewing 100 100
cjsc sarmat ukraine brewing 100 –
sabmiller netherlands cooperative wa netherlands holding company 100 100
north american operations
sabmiller holdings inc usa holding company 100 100
miller brewing company usa holding company 100 100
miller brewing west limited partnership
4
usa brewing – 100
miller brewing east inc
4
usa brewing – 100
miller products company
4
usa intellectual propertymarketing – 100
mbc1 llc
4
usa brewing – 100
mbc2 llc
4
usa brewing – 100
overview business review governance financial statements shareholder information notes to the consolidated financial statements continued
140 notes to the consolidated financial statements sabmiller plc annual report 2009
34 principal subsidiaries associates and joint ventures continued
effective interest in
ordinary share capital
name country of incorporation principal activity 2009 2008
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
accra breweries ltd
2
ghana brewing 43 43
botswana breweries pty ltd botswana sorghum brewing 31 31
cervejas de moçambique sarl
2
mozambique brewing 49 49
cocacola bottling luanda sarl angola soft drinks 28 28
cocacola bottling sul de angola sarl angola soft drinks 37 37
chibuku products ltd malawi sorghum brewing 31 31
kgalagadi breweries pty ltd botswana brewingsoft drinks 31 31
lesotho brewing company pty ltd lesotho brewingsoft drinks 24 24
national breweries plc
2
zambia sorghum brewing 43 43
nile breweries ltd uganda brewing 60 60
pabod breweries ltd nigeria brewing 57 –
southern sudan beverages ltd sudan brewing 80 –
swaziland brewers ltd swaziland brewing 37 37
tanzania breweries ltd
2
tanzania brewing 33 33
voltic international inc british virgin islands holding company 80 –
voltic gh ltd ghana soft drinks 80 –
voltic nigeria ltd nigeria soft drinks 80 –
zambian breweries plc
2
zambia brewingsoft drinks 54 54
asian operations
sabmiller asia bv netherlands holding company 100 100
sabmiller asia ltd hong kong holding company 100 100
sabmiller aa 2 ltd united kingdom holding company 100 100
sabmiller india ltd india holding company 100 100
skol breweries ltd india brewing 99 99
sabmiller breweries private ltd
5
india brewing 100 100
sabmiller vietnam company ltd
6
vietnam brewing 100 –
south african operations
the south african breweries ltd south africa brewingsoft drinksholding company 100 100
the south african breweries hop farms pty ltd south africa hop farming 100 100
the south african breweries maltings pty ltd
7
south africa maltsters 100 100
appletiser south africa pty ltd south africa fruit juices 100 100
1 operates and resident for tax purposes in the united kingdom
2 listed in country of incorporation
3 sabmiller poland bv a wholly owned subsidiary of sabmiller europe bv held 719 of kompania piwowarska sa at 31 march 2009
4 with effect from 30 june 2008 these entities were merged into miller brewing company
5 previously fosters india private ltd
6 sabmiller vietnam company ltd was a 50 associate in 2008 and as an associate was called sabmiller vietnam jv company ltd
7 previously southern associated maltsters pty ltd
the group comprises a large number of companies the list above only includes those subsidiary undertakings which materially affect 
the profit or net assets of the group or a business segment together with the principal intermediate holding companies of the group 
with the exception of 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 its african operations was diluted as a result of the disposal of a 38 interest in sabmiller africa bv on 
1 april 2001 in exchange for a 20 interest in the castel group’s african beverage interests the operations continue to be consolidated 
due to sabmiller africa bv’s majority shareholdings and ability to control the operations
botswana breweries pty ltd and kgalagadi breweries pty ltd
sabmiller africa bv holds a 40 interest in each of botswana breweries pty ltd and kgalagadi breweries pty ltd with the remaining 
60 interest in each held by sechaba brewery holdings ltd sabmiller africa’s shares entitle the holder to twice the voting rights of 
those shares held by sechaba brewery holdings ltd sabmiller africa’s 101 indirect interest 2008 101 is held via a 168 interest
2008 168 in sechaba brewery holdings ltd
lesotho brewing company pty ltd lesotho brewing
sabmiller africa bv holds a 39 interest in lesotho brewing with the remaining interest held by a government authority the lesotho 
national development corporation 51 and the commonwealth development corporation 10 lesotho brewing is treated as a 
subsidiary undertaking based on the group’s ability to control its operations through its board representation the daytoday business
operations are managed in accordance with a management agreement with bevman services ag a group company sabmiller plc annual report 2009 notes to the consolidated financial statements 141
34 principal subsidiaries associates and joint ventures continued
cocacola bottling luanda sarl ccbl
sabmiller africa bv is the largest shareholder in ccbl with a 45 holding management control is exercised through a contractual 
agreement with bevman services ag a group company
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 whollyowned by the group the subsidiary undertaking is indicated in a note below
effective interest in
country of nature of principal
ordinary share capital
name incorporation relationship activity 2009 2008
european operations
grolsch uk ltd united kingdom associate brewing 50 50
north american operations
millercoors llc
1
usa joint venture brewing 58 –
african operations
delta corporation ltd
2 3
zimbabwe associate brewingsoft drinks 22 22
kenya breweries ltd
3 4
kenya associate brewing 12 12
société des brasseries et glacières internationales
5
france associate holding company for 
subsidiaries principally 
located in africa 20 20
brasseries internationales holding ltd
5
gibraltar associate holding company for 
subsidiaries principally 
located in africa 20 20
marocaine d’investissements et de services
5 6
morocco associate brewing 40 40
société de boissons de i’ouest algerien
5 7
algeria associate soft drinks 40 40
skikda bottling company
5 7
algeria associate soft drinks 40 40
société des nouvelles brasseries
5 7
algeria associate brewing 40 40
algerienne de bavaroise
5 7
algeria associate brewing 40 25
empresa cervejas de n’gola sarl angola associate brewing 28 28
asian operations
china resources snow breweries ltd
5
british virgin islands associate holding company for 
brewing subsidiaries 
located in china 49 49
pacific beverages pty ltd
5
australia joint venture sales and distribution 50 50
sabmiller vietnam jv company ltd
8
vietnam associate brewing – 50
south african operations
cocacola canners of southern africa pty ltd
5
south africa associate canning of beverages 32 32
distell group ltd
2 4
south africa associate wines and spirits 29 29
hotels and gaming
tsogo sun holdings pty ltd south africa associate holding company for 
hotels and gaming 
operations 49 49
1 sabmiller shares joint control of millercoors with molson coors brewing company under a shareholders’ agreement voting interests are shared equally 
between sabmiller and molson coors and each of sabmiller and molson coors has equal board representation under the agreement sabmiller is entitled 
to a 58 economic interest in millercoors and molson coors has a 42 economic interest
2 listed in country of incorporation
3 interests in these companies are held by sabmiller africa bv which is held 62 by sabmiller holdings ltd
4 these entities report their financial results for each 12 month period ending 30 june
5 these entities report their financial results for each 12 month period ending 31 december
6 sabmiller acquired a 25 direct interest in this holding company on 18 march 2004 which has controlling interests in three breweries a malting plant and a 
wet depot in morocco this 25 interest together with its 20 interest in the castel group’s african beverage interests gives sabmiller an effective participation
of 40 and the other 60 is held by the castel group’s africa beverage interests
7 effective 18 march 2004 sabmiller acquired 25 of the castel group’s holding in these entities together with its 20 interest in the castel group’s african
beverage interests this gives sabmiller participation on a 4060 basis with the castel group
8 sabmiller vietnam jv company ltd is a 100 subsidiary in 2009 and is now called sabmiller vietnam company 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 and brasseries internationales holding ltd’s castel group principal subsidiaries
are in africa and china resources snow breweries ltd’s principal subsidiaries are in the people’s republic of china
overview business review governance financial statements shareholder information statement of directors’ responsibilities 
in respect of the company financial statements
142 statement of directors’ responsibilities sabmiller plc annual report 2009
the directors are responsible for preparing the annual report the
remuneration report and the parent company financial statements in
accordance with applicable law and regulations
company law requires the directors to prepare financial statements
for each financial year under that law the directors have elected to
prepare the financial statements in accordance with united kingdom
accounting standards united kingdom generally accepted
accounting practice and applicable law the financial statements 
are required by law to give a true and fair view of the state of affairs 
of the company for that year
in preparing those financial statements the directors are required to
■ select suitable accounting policies and then apply them
consistently
■ make judgements and estimates that are reasonable and prudent
■ state whether applicable uk accounting standards have been
followed subject to any material departures disclosed and
explained in the financial statements and
■ prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the company will continue in
business in which case there should be supporting assumptions
or qualifications as necessary
the directors confirm that they have complied with the above
requirements in preparing the financial statements
the directors are responsible for keeping proper 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 1985 they are also
responsible for safeguarding the assets of the company and hence
for taking reasonable steps for the prevention and detection of fraud
and other irregularities
in addition the companies act 1985 requires directors to provide 
the company’s auditors with every opportunity to take whatever 
steps and undertake whatever inspections the auditors consider 
to be appropriate for the purpose of enabling them to give their 
audit report each of the directors with the exception of dr moyo
who was appointed to the board after the approval of these financial
statements 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 independent auditors’ report
to the members of sabmiller plc
sabmiller plc annual report 2009 independent auditors’ report 143
we have audited the parent company financial statements of
sabmiller plc for the year ended 31 march 2009 which comprise 
the balance sheet and the related notes these parent company
financial statements have been prepared under the accounting
policies set out therein we have also audited the information in 
the remuneration report that is described as having been audited
we have reported separately on the group financial statements of
sabmiller plc for the year ended 31 march 2009
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual report the
remuneration report and the parent company financial statements 
in accordance with applicable law and united kingdom accounting
standards united kingdom generally accepted accounting practice
are set out in the statement of directors’ responsibilities
our responsibility is to audit the parent company financial statements
and the part of the remuneration report to be audited in accordance
with relevant legal and regulatory requirements and international
standards on auditing uk and ireland this report including the
opinion has been prepared for and only for the company’s members
as a body in accordance with section 235 of the companies act
1985 and for no other purpose we do not in giving this opinion
accept or assume responsibility for any other purpose or to any other
person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing
we report to you our opinion as to whether the parent company
financial statements give a true and fair view and whether the parent
company financial statements and the part of the remuneration report
to be audited have been properly prepared in accordance with the
companies act 1985 we also report to you whether in our opinion
the information given in the directors’ report is consistent with the
parent company financial statements the information given in the
directors’ report includes that specific information presented in the
business review and the ordinary shareholding analyses that is cross
referred from the principal activities and business review and the
substantial shareholdings sections of the directors’ report
in addition we report to you if in our opinion the company has not
kept proper accounting records if we have not received all the
information and explanations we require for our audit or if information
specified by law regarding directors’ remuneration and other
transactions is not disclosed
we read other information contained in the annual report as listed
on the contents page excluding the audited part of the remuneration
report and consider whether it is consistent with the audited parent
company financial statements we consider the implications for our
report if we become aware of any apparent misstatements or material
inconsistencies with the parent company financial statements our
responsibilities do not extend to any other information
basis of audit opinion
we conducted our audit in accordance with international standards
on auditing uk and ireland issued by the auditing practices board
an audit includes examination on a test basis of evidence relevant 
to the amounts and disclosures in the parent company financial
statements and the part of the remuneration report to be audited 
it also includes an assessment of the significant estimates and
judgements made by the directors in the preparation of the parent
company financial statements and of whether the accounting policies
are appropriate to the company’s circumstances consistently applied
and adequately disclosed
we planned and performed our audit so as to obtain all the
information and explanations which we considered necessary 
in order to provide us with sufficient evidence to give reasonable
assurance that the parent company financial statements and the 
part of the remuneration report to be audited are free from material
misstatement whether caused by fraud or other irregularity or error
in forming our opinion we also evaluated the overall adequacy of 
the presentation of information in the parent company financial
statements and the part of the remuneration report to be audited
opinion
in our opinion
■ the parent company financial statements give a true and fair 
view in accordance with united kingdom generally accepted
accounting practice of the state of the company’s affairs as 
at 31 march 2009
■ the parent company financial statements and the part of the
remuneration report to be audited have been properly prepared 
in accordance with the companies act 1985 and
■ the information given in the directors’ report is consistent with 
the parent company financial statements
pricewaterhousecoopers llp
chartered accountants and registered auditors
london
1 june 2009
overview business review governance financial statements shareholder information balance sheet of sabmiller plc
at 31 march
144 balance sheet of sabmiller plc sabmiller plc annual report 2009
2009 2008
notes usm usm
fixed assets
tangible fixed assets 2 56 52
investments in subsidiary undertakings 3 11626 13429
derivative financial instruments 8 687 185
12369 13666
current assets
debtors 4 8360 7658
derivative financial instruments 8 5 18
shortterm deposits 5 401 301
8766 7977
creditors – amounts falling due within one year 6 3109 1144
net current assets 5657 6833
total assets less current liabilities 18026 20499
creditors – amounts falling due after more than one year 7 5889 7817
net assets 12137 12682
capital and reserves
share capital 159 158
share premium 6198 6176
merger relief reserve 3395 3395
hedging reserve 10 1
profit and loss reserve 2395 2954
total shareholders’ funds 9 12137 12682
the balance sheet was approved by the board of directors on 1 june 2009 and was signed on its behalf by
graham mackay malcolm wyman
chief executive chief financial officer
the notes on pages 145 to 153 form part of the financial statements
advantage has been taken of the provisions of section 2303 of the companies act 1985 which permit the omission of a separate profit 
and loss account for sabmiller plc the profit for the parent company for the year was us1457 million 2008 us2179 million notes to the company financial statements
sabmiller plc annual report 2009 notes to the company financial statements 145
a statement of compliance
sabmiller plc the company is a public limited company incorporated
in great britain and registered in england and wales the company
financial statements have been prepared under the historical cost
convention as modified for the revaluation of financial instruments 
in accordance with the companies act 1985 and with accounting
standards applicable in the united kingdom uk gaap a summary
of the significant company accounting policies is set out below
together with an explanation of where changes have been made 
to previous policies on the adoption of new accounting standards 
in the year
the company has not presented a cash flow statement or provided
details of related party transactions as permitted under frs 1 revised
‘cash flow statements’ and frs 8 ‘related party disclosures’
respectively in addition the company has also taken advantage 
of the exemption from providing financial instruments disclosures 
as permitted by frs 29 ‘financial instruments disclosure’
b investments in subsidiary undertakings
these comprise investments in shares and loans that the directors
intend to hold on a continuing basis in the company’s business the
investments are stated at cost less provisions for impairment a review
for the potential impairment of an investment is carried out if events 
or changes in circumstances indicate that the carrying amount of the
investment may not be recoverable such impairment reviews are
performed in accordance with frs 11
c foreign currencies
the financial statements are presented in us dollars which is the
company’s functional and presentational currency 
the south african rand zar and british pound gbp exchange
rates to the us dollar used in preparing the company financial
statements were as follows
weighted 
average rate closing rate
zar gbp zar gbp
year ended 31 march 2009 887 172 961 143
year ended 31 march 2008 713 201 815 198
monetary items denominated in foreign currencies are retranslated 
at the rate of exchange ruling at the balance sheet date with the
resultant translation differences being included in operating profit
other than those arising on financial liabilities which are recorded
within net finance costs 
nonmonetary items that are measured in terms of historical cost in 
a foreign currency are translated at the rate of exchange ruling at the
date of the transaction all other nonmonetary items denominated 
in a foreign currency are translated at the rate of exchange ruling at
the balance sheet date
d tangible fixed assets and depreciation
tangible fixed assets are stated at cost net of accumulated
depreciation and impairment losses 
no depreciation is provided on freehold land or assets 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 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’
fixed assets are subject to an impairment review if circumstances or
events change to indicate that the carrying value may not be fully
recoverable the review is performed by comparing the carrying 
value of the fixed asset to its recoverable amount being the higher 
of the net realisable value and value in use the net realisable value 
is considered to be the amount that could be obtained on disposal of
the asset the value in use of the asset is determined by discounting
at a market based discount rate the expected future cash flows
resulting from its continued use including those arising from its 
final disposal when the carrying values of fixed assets are written
down by any impairment amount the loss is recognised in the 
profit and loss account in the period in which it is incurred should
circumstances or events change and give rise to a reversal of a
previous impairment loss the reversal is recognised in the profit 
and loss account in the period in which it occurs and the carrying
value of the asset is increased
the increase in the carrying value of the asset will only be up to 
the amount that it would have been had the original impairment not
occurred for the purpose of conducting impairment reviews income
generating units are considered to be groups of assets and liabilities
that generate income and are largely independent of other income
streams they also include those assets and liabilities directly involved
in producing the income and a suitable proportion of those used to
produce more than one income stream
f financial assets and financial liabilities
financial assets and financial liabilities are initially recorded at fair value
plus any directly attributable transactions costs where applicable
for those financial instruments that are not subsequently held at fair
value the company assesses whether there is any objective evidence
of impairment at each balance sheet date
overview business review governance financial statements shareholder information
1 accounting policies notes to the company financial statements continued
146 notes to the company financial statements sabmiller plc annual report 2009
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 against income in the year in which they
accrue premiums or discounts arising from the difference between
the net proceeds of financial instruments purchased or issued and
the amounts receivable or repayable at maturity are included in the
effective interest calculation and taken to net interest payable over 
the life of the instrument
i loans and receivables
loans and receivables are nonderivative financial assets with fixed 
or determinable payments that are not quoted in an active market
they arise when the company provides money goods or services
directly to a debtor with no intention of trading the receivable loans
and receivables are included in debtors in the balance sheet 
ii cash and cash equivalents
cash and cash equivalents include cash in hand bank deposits
repayable on demand other shortterm highly liquid investments 
with original maturities of three months or less term deposits with
maturities of more than three months are shown as term deposits 
on the balance sheet bank overdrafts are shown within creditors 
– amounts falling due within one year
iii derivative financial assets and financial liabilities
derivative financial assets and financial liabilities are financial
instruments whose value changes in response to an underlying
variable require little or no initial investment and are settled in 
the future 
derivative financial assets and liabilities are analysed between current
and fixed assets and creditors on the face of the balance sheet
depending on when they are expected to mature for derivatives 
that have not been designated to a hedging relationship all fair 
value movements are recognised immediately in the profit and loss
account see note k for the company’s accounting policy on hedge
accounting
iv trade creditors
trade creditors are initially recognised at fair value and subsequently
measured at amortised cost
trade creditors are classified as creditors falling due within one year
unless the company has an unconditional right to defer settlement 
for at least 12 months from the balance sheet date
v borrowings
borrowings are recognised initially at fair value net of transaction
costs and are subsequently stated at amortised cost and include
accrued interest and prepaid interest borrowings are classified as
current liabilities unless the company has an unconditional right 
to defer settlement of the liability for at least 12 months from the
balance sheet date borrowings classified as hedged items are
subject to hedge accounting requirements see note k
vi financial guarantees
frs 26 amendment requires that issued financial guarantees other
than those previously asserted by the entity to be insurance contracts
are to be initially recognised at their fair value and subsequently
measured at the higher of the amount initially recognised less
cumulative amortisation recognised and the amount determined 
in accordance with frs 12 ‘provisions contingent liabilities and
contingent assets’
financial guarantee contracts are defined in frs 26 as contracts 
that require the issuer to make specified payments to reimburse the
holder for a loss it incurs because a specified debtor fails to make
payment when due in accordance with the original or modified terms
of a debt instrument
g revenue recognition
i interest income
interest income is recognised on an accruals basis using the effective
interest method
ii dividend income
dividend income is recognised when the right to receive payment 
is established
h deferred taxation
deferred tax is recognised in respect of all timing differences that
have originated but not reversed at the balance sheet date where
transactions or events that result in an obligation to pay more tax 
in the future or a right to pay less tax in the future have occurred 
at the balance sheet date
a net deferred tax asset is regarded as recoverable and therefore
recognised only when on the basis of all available evidence it can 
be regarded as more likely than not that there will be suitable taxable
profits against which to recover carried forward tax losses and from
which the future reversal of underlying timing differences can be
deducted
deferred tax is measured at the tax rates that are expected to apply
in the periods in which the timing differences are expected to reverse
based on tax rates and laws that have been enacted or substantively
enacted by the balance sheet date deferred tax is measured on a
nondiscounted basis
1 accounting policies continued sabmiller plc annual report 2009 notes to the company financial statements 147
i dividend distributions
in accordance with frs 21 dividend distributions to equity holders
are recognised as a liability in the financial statements of the company
in the period in which the dividends are approved by the company’s
shareholders interim dividends are recognised when paid dividends
declared after the balance sheet date are not recognised as there is
no present obligation at the balance sheet date
j sharebased compensation
the company operates several equitysettled sharebased
compensation schemes these include option plans with and 
without nonmarket performance conditions attached
in accordance with frs 20 an expense is recognised to spread 
the fair value at date of grant of each award granted after 
7 november 2002 over the vesting period on a straightline basis
after allowing for an estimate of the share awards that will eventually
vest a corresponding adjustment is made to equity over the
remaining vesting period the estimate of the level of vesting is
reviewed at least annually with any impact on the cumulative charge
being recognised immediately the charge is based on the fair 
value of the award at the date of grant as calculated by binomial
model calculations
the charge is not reversed if the options have not been exercised
because the market value of the shares is lower than the option 
price at the date of grant the proceeds received net of any directly
attributable transaction costs are credited to share capital nominal
value and share premium when the options are exercised unless 
the options are satisfied by treasury or ebt shares
the issuance by the company to its subsidiaries of a grant over the
company’s options represents additional capital contributions by 
the company to its subsidiaries except to the extent the company 
is reimbursed an additional investment in subsidiaries results in a
corresponding increase in shareholders’ equity the additional capital
contribution is based on the fair value of the grant issued allocated
over the underlying grant’s vesting period
k hedge accounting
the derivative instruments used by the company which are used
solely for hedging purposes ie to offset foreign exchange and interest
rate risks comprise interest rate swaps 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 income
statement a similar treatment is applied where the hedge is of a
future transaction and that transaction is no longer likely to occur
when the hedge is discontinued due to ineffectiveness hedge
accounting is discontinued prospectively
certain derivative instruments whilst providing effective economic
hedges under the company’s policies are not designated as hedges
changes in the fair value of any derivative instruments that do not
qualify or have not been designated as hedges are recognised
immediately in the profit and loss account the company does not
hold or issue derivative financial instruments for speculative purposes
i fair value hedges
fair value hedges comprise derivative financial instruments
designated in a hedging relationship to manage the company’s
interest rate risk to which the fair value of certain assets and liabilities
are exposed changes in the fair value of the derivative offset the
relevant changes in the fair value of the underlying hedged item
attributable to the hedged risk in the profit and loss account in 
the period incurred gains or losses on fair value hedges that are
regarded as highly effective are recorded in the profit and loss
account together with the gain or loss on the hedged item
attributable to the hedged risk
ii cash flow hedges
cash flow hedges comprise derivative financial instruments
designated in a hedging relationship to manage currency and interest
rate risk to which the cash flows of certain liabilities are exposed 
the effective portion of changes in the fair value of the derivative that
is designated and qualifies for hedge accounting is recognised as a
separate component of equity the ineffective portion is recognised
immediately in the profit and loss account amounts accumulated 
in equity are recycled to the profit and loss account in the period 
in which the hedged item affects profit or loss however where a
forecasted transaction results in a nonfinancial asset or liability 
the accumulated fair value movements previously deferred in equity
are included in the initial cost of the asset or liability
details of the group’s financial risk management objectives and
policies are provided on page 55
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
overview business review governance financial statements shareholder information notes to the company financial statements continued
148 notes to the company financial statements sabmiller plc annual report 2009
2 tangible fixed assets
assets in short leasehold office
course of land and equipment
construction buildings and software total
usm usm usm usm
cost
at 1 april 2007 19 13 11 43
additions 1 2 22 25
transfers 14 1 13 –
at 31 march 2008 6164668
additions 14 2 2 18
transfers 3 – 3 –
at 31 march 2009 17 18 51 86
accumulated depreciation
at 1 april 2007 –336
depreciation –28 10
at 31 march 2008 – 5 11 16
depreciation – 2 12 14
at 31 march 2009 – 7 23 30
net book amount
at 1 april 2007 19 10 8 37
at 31 march 2008 6113552
at 31 march 2009 17 11 28 56
3 investment in subsidiary undertakings
shares loans total
usm usm usm
at 1 april 2007 8714 4104 12818
exchange adjustments –7575
additions 4351 – 4351
capital contribution relating to sharebased payments 28 – 28
disposals 3488 355 3843
at 31 march 2008 9605 3824 13429
exchange adjustments – 37 37
additions 182 94 276
capital contribution relating to sharebased payments 29 – 29
disposals 2015 56 2071
at 31 march 2009 7801 3825 11626
the investment in subsidiary undertakings is shown as follows all interests are 100 unless stated otherwise
2009 2008
name country of incorporation principal activity usm usm
sabmiller holdings ltd united kingdom group holding company 5435 5435
miller brands uk ltd united kingdom sales and distribution 39 32
sab finance cayman islands ltd cayman islands finance company – –
safari ltd jersey finance company – –
sab holdings ag switzerland holding company – 22
sabmiller management bv netherlands management services to fellow 
group companies – –
sabmiller africa and asia bv netherlands holding company 168 –
appletiser international bv netherlands holding company – –
sabmiller safari united kingdom finance company 506 506
pilsner international bv netherlands holding company – –
sabmiller holdings europe ltd united kingdom holding company 1572 1565
sabmiller africa bv
1
netherlands holding company – 897
sabmiller botswana bv
1
netherlands holding company – 130
sabmiller asia ltd hong kong holding company – 966
racetrack colombia finance sa colombia finance company – –
7720 9553
capital contribution relating to sharebased payments 81 52
7801 9605
1 62 effective interest in ordinary share capital sabmiller plc annual report 2009 notes to the company financial statements 149
4 debtors
2009 2008
usm usm
amounts owed by subsidiary undertakings 8277 7618
other debtors 83 40
8360 7658
included in the table above are debtors due after more than one year of us6 million 2008 us18 million
5 shortterm deposits
2009 2008
usm usm
shortterm deposits 401 301
the effective interest rate on shortterm deposits is 512 2008 622
6 creditors amounts falling due within one year
2009 2008
usm usm
bank overdrafts 46 2
commercial paper
1
423 176
us300 million libor  03 notes due 2009
2
301 –
amounts owed to subsidiary undertakings 2260 875
taxation and social security 5 5
derivative financial instruments see note 8 7 2
other creditors 13 17
payrollrelated creditors 13 23
accruals and deferred income 40 43
dividends payable to shareholders 1 1
3109 1144
1 in october 2006 sabmiller plc entered into a us1000 million commercial paper programme for general corporate purposes debt issued under the
programme was guaranteed by the us guarantors miller brewing company miller products company miller breweries west limited partnership miller
breweries east inc mbc1 llc mbc2 llc and sabmiller finance bv until 30 june 2008 since 1 july 2008 debt issued under the programme is not
guaranteed the programme benefits from a us1000 million 364 day backstop facility that matures in october 2009 with a one year termout option
2 further information relating to the notes is detailed in note 21 to the consolidated financial statements of the group
7 creditors amounts falling due after more than one year
2009 2008
usm usm
us1100 million 55 notes due 2013
1
1129 –
us300 million 6625 guaranteed notes due 2033
2
396 327
us300 million libor  030 notes due 2009
2
– 304
us600 million 62 notes due 2011
2
608 608
us850 million 65 notes due 2016
2
966 929
us550 million 57 notes due 2014
2
598 –
us770 million 65 notes due 2018
2
778 –
us2000 million multicurrency revolving credit facility rcf
2
735 2069
us600 million multicurrency revolving credit facility rcf
2
600 –
loans from subsidiary undertakings
3
– 3240
derivative financial instruments see note 8 66 304
other creditors – 18
deferred income 13 18
5889 7817
overview business review governance financial statements shareholder information notes to the company financial statements continued
150 notes to the company financial statements sabmiller plc annual report 2009
7 creditors amounts falling due after more than one year continued
the maturity of creditors falling due after more than one year is as follows
2009 2008
usm usm
between 1 and 2 years 687 461
between 2 and 5 years 3062 2846
after 5 years 2140 4510
5889 7817
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 rcfs and the notes is detailed in note 21 in the consolidated financial statements of the group
3 loans from subsidiary undertakings are unsecured and bear interest at a rate of 12 month us libor plus 5 or 10 bps depending upon the country where 
the company receiving the loan is located
fair value gains or losses on borrowings and derivative financial instruments held to hedge interest rate risk on borrowings are recognised 
in the profit and loss account see note 8
8 derivative financial instruments
assets liabilities assets liabilities
2009 2009 2008 2008
usm usm usm usm
current derivative financial instruments
forward foreign currency contracts 5 5 17 –
forward foreign currency contracts designated as cash flow hedges –– 1 2
interest rate swaps designated as cash flow hedges – 2 ––
5 7 18 2
noncurrent derivative financial instruments
interest rate swaps designated as fair value hedges 379 – 102 –
interest rate swaps designated as cash flow hedges – 12 1 6
cross currency swaps 308 54 82 298
687 66 185 304
derivatives designated as hedging instruments
i cash flow hedges
the company has entered into forward foreign currency contracts and interest rate swaps both designated as cash flow hedges to manage
shortterm foreign currency exposures and to manage the interest rate on borrowings respectively
the fixed interest rates paid vary from 35 to 54 2008 41 to 54 and the floating rates received are libor plus zero bps 2008
libor wibor and euribor plus zero bps as at 31 march 2009 the carrying values of the hedged borrowings were us400 million 
2008 us300 million€130 million and pln120 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 2009 the fixed interest rates received vary from 55 to 6625 2008 55 to 6625 and floating interest rates paid 
vary from libor plus 716 bps to libor plus 1988 bps 2008 libor plus 716 bps to libor plus 13175 bps on the notional amount 
as at 31 march 2009 the carrying value of the hedged borrowings was us2234 million 2008 us897 million sabmiller plc annual report 2009 notes to the company financial statements 151
8 derivative financial instruments continued
standalone derivative financial instruments
i forward foreign currency contracts
the company has entered into several forward foreign currency contracts to manage the group’s exposure to foreign exchange risk on the
investments in subsidiaries in south africa
ii cross currency swaps
the company has entered into several cross currency swaps to manage the group’s exposure to foreign exchange risk on the investments 
in subsidiaries in south africa poland the czech republic italy russia and colombia
analysis of notional amounts on all outstanding financial instruments held by the company is as follows
2009 2008
m m
forward foreign currency contracts
– south african rand 1575 2211
interest rate swaps
– fair value hedges
– us dollar 2225 800
– cash flow hedges
– us dollar 400 300
– polish zloty – 120
– euro – 130
– cross currency swaps
– south african rand 2799 2799
– polish zloty 636 798
– czech koruna 7888 7888
– euro 817 246
– russian rouble 2900 –
– colombian peso 272220 –
fair values of financial assets and financial liabilities
book value fair value book value fair value
2009 2009 2008 2008
usm usm usm usm
current borrowings 770 770 178 178
non current borrowings 5809 6181 7477 7621
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 gainloss on financial instruments recognised in the profit and loss account
2009 2008
usm usm
derivative financial instruments
forward foreign currency contracts 24 –
interest rate swaps – 1
interest rate swaps designated as fair value hedges 244 80
cross currency swaps 446 –
714 79
other financial instruments
noncurrent borrowings designated as fair value hedge 232 78
total fair value gain on financial instruments recognised in the profit and loss account 482 1
overview business review governance financial statements shareholder information notes to the company financial statements continued
152 notes to the company financial statements sabmiller plc annual report 2009
9 reconciliation of movements in shareholders’ funds
share share merger hedging treasury profit and
capital premium relief reserve ebt shares loss account total
usm usm usm usm usm usm usm usm
at 1 april 2007 158 6137 3395 – 65 – 1530 11155
issue of share capital – 39 ––––– 39
profit for the financial year –––––– 2179 2179
dividends paid –––––– 769 769
cash flow hedges – fair value losses – – – 1 – – – 1
purchase of own shares –––– 33 – – 33
utilisation of ebt shares –––– 8– 8 –
credit entry relating to sharebased payments –––––– 30 30
change in settlement basis of share incentive plan–––––– 54 54
capital contribution relating to sharebased 
payments –––––– 28 28
at 31 march 2008 158 6176 3395 1 90 – 3044 12682
issue of share capital 1 22 ––––– 23
profit for the financial year –––––– 1457 1457
dividends paid –––––– 877 877
cash flow hedges – fair value losses – – – 9 – – – 9
purchase of own shares for ebt –––– 37 – – 37
purchase of own shares for treasury ––––– 1178 – 1178
utilisation of ebt shares –––– 23 – 23 –
credit entry relating to sharebased payments –––––– 47 47
capital contribution relating to sharebased 
payments –––––– 29 29
at 31 march 2009 159 6198 3395 10 104 1178 3677 12137
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 us52 million 2008 us29 million
on 26 february 2009 nonvoting convertible shares held by safari ltd a special purpose vehicle established and financed by a whollyowned
subsidiary of sabmiller plc were converted into ordinary shares and then acquired by the company to be held as treasury shares the purchase
price for each share was £1054
further information relating to the share capital share premium the treasury shares and the ebt reserve of the company is detailed in note 25 
to the consolidated financial statements of the group for details of share option schemes please refer to the equitysettled plans in note 25 to
the consolidated financial statements of the group details of dividends paid and proposed for the year are provided in note 9 to the
consolidated financial statements of the group
10 profit and loss information
employees
employee costs recognised in the profit and loss during the year were as follows
2009 2008
usm usm
wages and salaries 52 58
sharebased payments 19 17
social security costs 9 12
other pension costs 5 7
85 94
for further information relating to sharebased incentive schemes see note 25 to the consolidated financial statements of the group
for information relating to directors’ remuneration please refer to the remuneration report on pages 57 to 65 sabmiller plc annual report 2009 notes to the company financial statements 153
10 profit and loss information continued
the average monthly number of employees for the year are shown on a fulltime equivalent basis and includes executive directors
2009 2008
number number
number of employees 273 249
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
2009 2008
usm usm
plant and machinery 1 2
other 5 5
11 other information
deferred tax assets have not been recognised in respect of the following
2009 2008
usm usm
tax losses – 10
capital allowances in excess of depreciation 9 7
sharebased payments 11 5
cash flow hedges 3 –
23 22
2009 2008
usm usm
capital expenditure contracted but not provided 3 1
the company has guaranteed borrowings in respect of certain subsidiary undertakings see note 21 to the consolidated financial statements 
of the group
at 31 march 2009 the company had annual commitments under noncancellable operating leases as follows
2009 2008
usm usm
land and buildings
between two and five years 1 –
after five years 4 5
other
between two and five years 1 2
12 post balance sheet events
on 29 may 2009 sabmiller plc acquired the outstanding 281 minority interest in its polish subsidiary kompania piwowarska sa from
kulczyk holding sa in exchange for 60 million ordinary shares of sabmiller plc based upon sabmiller’s closing price of £1249 on 28 may
2009 the implied value of the consideration is us1194 million
overview business review governance financial statements shareholder information fiveyear financial review
for the years ended 31 march
154 fiveyear financial review sabmiller plc annual report 2009
2009 2008
1
2007 2006 2005
usm usm usm usm usm
income statements
group revenue 25302 23828 20645 17081 14543
revenue 18703 21410 18620 15307 12901
operating profit 3148 3448 3027 2575 2547
net finance costs 706 456 428 299 143
share of associates’ and joint ventures’ posttax results 516 272 205 177 148
taxation 801 976 921 779 823
minority interests 276 265 234 234 208
profit for the year 1881 2023 1649 1440 1521
adjusted earnings 2065 2147 1796 1497 1224
balance sheets
noncurrent assets 28159 31947 25683 24286 12869
current assets 3460 4135 3053 2829 2778
total assets 31619 36082 28736 27115 15647
derivative financial instruments 142 531 209 178 –
borrowings 9618 9658 7231 7602 3340
other liabilities and provisions 5746 7649 6295 5750 3552
total liabilities 15506 17838 13735 13530 6892
net assets 16113 18244 15001 13585 8755
total shareholders’ equity 15375 17545 14406 13043 8077
minority interests in equity 738 699 595 542 678
total equity 16113 18244 15001 13585 8755
cash flow statements
ebitda 4164 4518 4031 3348 2736
net working capital movements 493 242 13 57 56
net cash generated from operations 3671 4276 4018 3291 2792
net interest paid net of dividends received 116 410 385 248 79
tax paid 766 969 801 869 625
net cash inflow from operating activities 2789 2897 2832 2174 2088
net capital expenditure 2072 1927 1351 984 738
net investments in subsidiaries joint ventures and associates 555 1439 429 2644 897
net other investments 10 5 2 2 456
net cash inflowoutflow before financing and dividends 152 464 1050 1456 909
net cash inflowoutflow from financing 620 1240 455 1733 271
dividends paid 877 769 681 520 412
effect of exchange rates 26 113 18 11 56
decreaseincrease in cash and cash equivalents 79 106 104 232 170
per share information us cents per share
basic earnings per share 1252 1349 1102 1050 1255
diluted earnings per share 1247 1342 1095 1043 1212
adjusted basic earnings per share 1375 1431 1200 1091 1010
net asset value per share
2
9698 11083 9120 8280 5999
total number of shares in issue millions 15854 15831 15796 15752 13465
other operating and financial statistics
return on equity 
3
134 122 125 115 152
ebita margin  163 174 174 172 164
ebitda margin  223 211 216 219 212
ebitda interest cover times 66 92 92 114 191
total borrowings to total assets  304 268 252 280 213
cash flow to total borrowings  382 443 556 433 836
revenue per employee us000’s 2725 3098 2781 2847 3155
average monthly number of employees 68635 69116 66949 53772 40892
1 restated for the adjustments made to the provisional fair values relating to the grolsch acquisition
2 net asset value per share is calculated by expressing shareholders’ funds as a percentage of the closing number of shares in issue
3 this is calculated by expressing adjusted earnings as a percentage of total shareholders’ equity sabmiller plc annual report 2009 fiveyear financial review 155
2009 2008
2
2007 2006 2005
usm usm usm usm usm
group revenue
primary segmental analysis
latin america 5495 5251 4392 2165 521
europe 6145 5248 4078 3258 2909
north america 5227 5120 4887 4912 4892
africa and asia 4132 3367 2674 2221 1937
south africa
– beverages 3955 4446 4274 4204 3995
– hotels and gaming 348 396 340 321 289
25302 23828 20645 17081 14543
operating profit excluding share of associates and joint ventures
primary segmental analysis
latin america 1057 953 810 387 90
europe 900 947 730 567 482
north america 230 462 366 454 487
africa and asia 352 330 272 257 249
south africa beverages 704 962 1043 1011 906
corporate 97 94 101 86 82
group operating profit – before exceptional items 3146 3560 3120 2590 2132
exceptional creditcharge
latin america 45 61 64 11 –
europe 452 – 24 – 51
north america 409 51 – – 111
africa and asia – – – – 103
south africa beverages – ––––
corporate – – 5 4 252
2 112 93 15 415
group operating profit – after exceptional items 3148 3448 3027 2575 2547
ebita
primary segmental analysis
latin america 1173 1071 915 436 90
europe 944 952 733 569 482
north america 581 477 375 454 487
africa and asia 642 568 467 422 383
south africa
– beverages 764 1026 1102 1062 956
– hotels and gaming 122 141 100 84 73
corporate 97 94 101 86 82
group 4129 4141 3591 2941 2389
overview business review governance financial statements shareholder information definitions
156 definitions sabmiller plc annual report 2009
financial definitions
adjusted earnings
adjusted earnings are calculated by adjusting headline earnings 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 share of joint
ventures’ and associates’ adjustments for similar items the tax 
and minority interests in respect of these items are also adjusted
adjusted net finance costs
this comprises net finance costs excluding fair value movements 
in relation to capital items for which hedge accounting cannot be
applied and any exceptional finance charges or income
adjusted profit before tax
this comprises ebita less adjusted net finance costs and less the
group’s share of associates’ and joint ventures’ net finance costs 
on a similar basis
constant currency
constant currency results have been determined by translating the
local currency denominated results for the year ended 31 march at
the exchange rates for the comparable period in the prior year
ebita
this comprises operating profit before exceptional items amortisation
of intangible assets excluding software and includes the group’s share
of associates’ 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
ebitda margin 
this is calculated by expressing ebitda excluding cash flows related
to exceptional items incurred during the year 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
group revenue
this comprises revenue together with the group’s share of revenue
from associates and joint ventures
headline earnings
headline earnings are calculated by adjusting profit for the financial
period attributable to equity holders of the parent for items in
accordance with the south african circular 82007 entitled ‘headline
earnings’ such items include impairments of noncurrent assets and
profits or losses on disposals of noncurrent assets and their related
tax and minority interests this also includes the group’s share of
associates’ and joint ventures’ adjustments on the same basis
interest cover
this is the ratio of ebitda plus dividends received from joint ventures
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
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 revenue
volumes exclude intragroup sales volumes this measure of volumes
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 revenue
aggregated volumes exclude intragroup sales volumes
nonfinancial definitions
combined code
the combined code on corporate governance published by the 
uk financial reporting council
economy segment
taking an index where the bulk of the market volume is at a price
index of 100 the economy sector would index at around 85
normally all brands in this segment will be local brands in the beer
market the economy segment is usually dominated by local brands
international brewers index
the index of international brewers charts the share price progression
of an index of the company’s closest peers in the global brewing
industry – anheuserbusch inbev anheuserbusch and inbev
included separately until the acquisition of anheuserbusch by inbev
on 17 november 2008 carlsberg heineken and molson coors
relative to 1 april 2004 the index is weighted relative to the market
capitalisation of the brewers as at 1 april 2004
mainstream segment
mainstream represents the group of brands that constitute the bulk 
of the market volume at a price index of 100 key to this group is 
the leading volume brand in any market mainstream brands tend 
to be local
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
the premium segment comprises both local and international brands
they are brands which consumers perceive to offer greater value than
mainstream brands and for which they are willing to pay a premium
mainstream brands are priced at about a price index of 100 and
premium brands index at around 120 and above as a result the
premium segment although small in volume terms often generates 
a disproportionate level of profit when compared to the mainstream
and economy segments
strate
strate stands for share transactions totally electronic and is an
unlisted company owned by jse limited and central securities
depository participants csdp and exists to allow share transactions
in south africa to be settled electronically ordinary shareholding analyses
sabmiller plc annual report 2009 ordinary shareholding analyses 157
listed below are analyses of holdings extracted from the register of ordinary shareholders at 31 march 2009
number of percentage of 
shareholders share capital
portfolio size
1 – 1000 29448 063
1001 – 10000 7794 151
10001 – 100000 1453 317
100001 – 1000000 595 1196
1000001 and over 116 8273
39406 10000
category
banks 107 086
endowment funds 336 028
individuals 26143 165
insurance companies 99 169
investment companies 41 522
medical aid schemes 32 005
mutual funds 404 583
nominees and trusts 9225 5089
pension funds 1565 445
other corporate entities 1454 2908
39406 10000
substantial shareholdings
as at 1 june 2009 we had received the following notifications of interests in voting rights of the issued share capital of the company pursuant
to rule 512 of the disclosure and transparency rules
adjusted
1
percentage percentage
number of issued of issued 
of shares share capital share capital
altria group inc 430000000 2739 2739
bevco ltd 225000000 1498 1434
public investment corporation 67663248 449 431
kulczyk holding sa 60000000 382 382
legal and general group plc 45604072 290 290
capital group international inc 43703169 290 278
1 numbers of shares shown reflect the notifications received by the company following the recent issue to kulczyk holding sa we have shown the adjusted
proportion of the enlarged issued ordinary share capital that these holdings would represent if calculated using our latest total voting rights figure
the takeovers directive requires disclosure of persons with significant direct or indirect holdings of securities as at year end in addition to 
the shareholdings noted above at year end allan gray investment council held approximately a 55 shareholding in the company capital
group companies inc whose holding incorporates that of capital group international inc above held approximately a 51 shareholding
in the company if the recent issue to kulczyk holding sa had taken place prior to year end this would have decreased the allan gray
investment council and capital group companies inc holdings to approximately 52 and 49 respectively
overview business review governance financial statements shareholder information shareholders’ diary
158 shareholders’ diary sabmiller plc annual report 2009
financial reporting calendar and annual general meeting
annual general meeting july
announcement of interim results for halfyear to september november
preliminary announcement of annual results may
annual financial statements published june
dividends declared paid
ordinary
interim november december
final may august
unsolicited investment advice – warning to shareholders
the institute of chartered secretaries and administrators and the financial services authority fsa in the united kingdom have published 
a joint warning to shareholders
over the last year many companies have become aware that their shareholders have received unsolicited phone calls or correspondence
concerning investment matters these are typically from overseasbased ‘brokers’ who target shareholders offering to sell them what often 
turn out to be worthless or high risk shares in us or uk investments
these operations are commonly known as ‘boiler rooms’ these ‘brokers’ can be very persistent and extremely persuasive and a 2006 
survey by the financial services authority fsa has reported that the average amount lost by investors is around £20000
it is not just the novice investor that has been duped in this way many of the victims had been successfully investing for several years
shareholders are advised to be very wary of any unsolicited advice offers to buy shares at a discount or offers of free company reports
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 by visiting wwwfsagovukregister
■ report the matter to the fsa either by calling 0845 606 1234 or visiting wwwmoneymadeclearfsagovuk
■ if the calls persist hang up
if you deal with an unauthorised firm you will not be eligible to receive payment under the financial services compensation scheme 
the fsa can be contacted by completing an online form at wwwfsagovukpagesdoingregulatedlawalertsoverseasshtml
details of any share dealing facilities that the company endorses will be included in company mailings
more detailed information on this or similar activity can be found on the fsa website wwwmoneymadeclearfsagovuk
south african shareholders may report such approaches to the financial services board fsb on
toll free 0800 110443
facsimile 012 347 0221
email infofsbcoza
complete the fsb online complaint form which can be found on their website wwwfsbcoza administration
sabmiller plc annual report 2009 administration 159
sabmiller plc
registration no 3528416
general counsel and group 
company secretary
john davidson
registered office
sabmiller house
church street west
woking
surrey
gu21 6hs
england
facsimile 44 1483 264103
telephone 44 1483 264000
head office
one stanhope gate
london
w1k 1af
england
facsimile 44 20 7659 0111
telephone 44 20 7659 0100
internet address
httpwwwsabmillercom
investor relations
telephone 44 20 7659 0100
investorrelationssabmillercom
sustainable development
telephone 44 1483 264139
sustainabledevelopmentsabmillercom
overview business review governance financial statements shareholder information
independent auditors
pricewaterhousecoopers llp
1 embankment place
london
wc2n 6rh
england
facsimile 44 20 7822 4652
telephone 44 20 7583 5000
registrar united kingdom
capita registrars
the registry
34 beckenham road
beckenham
kent
br3 4tu
england
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
ssdcapitaregistrarscom
wwwcapitaregistrarscom
registrar south africa
computershare investor services pty ltd
70 marshall street
johannesburg
p o box 61051
marshalltown 2107
south africa
facsimile 27 11 370 5487
telephone 27 11 370 5000
united states adr depositary
the bank of new york mellon
shareholder services
po box 358516
pittsburgh pa 152528516
usa
telephone 1 888 269 2377
telephone 1 888 bny adrs toll free 
within the us
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160 cautionary statement sabmiller plc annual report 2009
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Summary:
 the group at a glance
2 the group at a glance sabmiller plc annual report 2009
since listing on the london stock exchange 10 years ago we have grown
into a global operation developing a balanced and attractive portfolio of
businesses our markets range from developed economies such as the
usa to fastgrowing developing markets such as china and india
key facts
200
more than 200 brands
owned
210 million
total volume of lager sold
1
hectolitres
latin america
overview
■ our primary brewing and beverage
operations cover six countries across
south and central america these 
are colombia ecuador el salvador
honduras panama and peru
■ in each of these countries we are the
number one brewer by market share
■ we bottle soft drinks for the cocacola
company in el salvador and honduras
and for pepsico international in panama
■ our regional office is located in bogotá
colombia
key local brands
aguila atlas balboa barena club club
colombia costeña cristal cusqueña
golden light imperial pilsen pilsener
pilsen callao pilsen trujillo poker port
royal and salva vida
further facts
17
total number of breweries
3
16
total number of bottling plants
3
24793
total average number of employees
4
further information
turn to page 12 to
read our detailed
operations review
1 volumes are defined in the definitions section on page 156
2 excluding corporate costs
contribution to group ebita
2
 2009
europe 22
latin america 28
north america 14
africa and asia 15
south africa 21
north america
overview
■ millercoors is a joint venture with molson
coors brewing company formed in 2008
by bringing together the us and puerto
rico operations of both companies
■ it is the secondlargest brewer in the
united states with nearly 30 of the 
us beer market 
■ our brands are exported to mexico and
canada where some are also produced
under licence
■ millercoors will be headquartered in
chicago illinois from mid 2009
key local brands
blue moon coors banquet coors light
foster’s henry weinhard’s icehouse
keystone light killian’s leinenkugel’s
mgd64 mickey’s miller chill miller genuine
draft miller high life miller lite milwaukee’s
best molson canadian old english sparks
and steel reserve
further facts
millercoors operates eight major breweries
and as at 31 march 2009 had 8643
employees
further information
turn to page 20 to
read our detailed
operations review sabmiller plc annual report 2009 the group at a glance 3
europe
overview business review governance financial statements shareholder information
overview
■ our primary brewing operations cover 10
countries these are the czech republic
hungary italy poland romania russia
slovakia spain canary islands the
netherlands and ukraine
■ in the majority of these countries we are
the number one or two brewer by market
share
■ we also export significant volumes to 
a further eight european markets of which
the largest are the uk and germany
■ our regional office is located in zug
switzerland
key local brands
arany ászok dorada dreher gambrinus
grolsch kozel lech peroni peroni nastro
azzurro pilsner urquell radegast birell
šariš timisoreana topvar tropical tyskie
ursus zolotaya bochka and zubr
further facts
23
total number of breweries
3
15987
total average number of employees
4
further information
turn to page 16 to
read our detailed
operations review
africa and asia
overview
■ in africa our brewing and beverage
operations cover 14 countries with a further
19 covered through a strategic alliance with
the castel group we also have associated
undertakings in kenya and zimbabwe
■ in most of these countries we are the
number one brewer by market share
■ we bottle soft drinks for the cocacola
company in 20 of our african markets 
13 of which are through our alliance 
with castel
■ cr snow our partnership with china
resources enterprise limited is the
largest brewer in china while sabmiller
india is the secondlargest brewer in india 
■ we have an operation in vietnam a joint
venture in australia and export significant
volumes to south korea and taiwan
■ regional offices are located in
johannesburg and hong kong
key local brands
2m balimi bluetongue carling black label
castle lager castle milk stout chibuku
sorghum beer club club pilsner eagle
clear sorghum beer foster’s haywards
indus pride kilimanjaro knock out
laurentina maluti manica mosi ndovu
n’gola nile special raiz royal challenge
safari snow stone st louis tusker and
zorok
further facts
41
total number of breweries
3
14
total number of bottling plants
3
13841
total average number of employees
4
further information
turn to page 24 to
read our detailed
operations review
south africa
overview
■ the south african breweries is our original
brewing company and south africa’s
leading producer and distributor of
alcoholic and nonalcoholic beverages
■ we also export our brands for distribution
across namibia
■ our soft drinks division is south africa’s
leading producer of products for the
cocacola company
■ we also have hotel and gaming interests
through tsogo sun the largest hotel and
gaming group in south africa 
■ our regional office is located in
johannesburg
key local brands
brutal fruit carling black label castle
lager castle lite castle milk stout dreher
hansa marzen gold hansa pilsener redd’s 
sarita and skelter’s straight
further facts
7
total number of breweries
3
7
total number of bottling plants
3
12184
total average number of employees
4
further information
turn to page 28 to
read our detailed
operations review
3 the number of breweries and bottling plants relates to subsidiaries only except millercoors
4 see note 6 to the consolidated financial statements on page 87 the average number of employees relates to subsidiaries only except millercoors