Preliminary Announcement

15th May 2008 07:00



Preliminary Announcement

15 May 2008

SABMILLER REPORTS STRONG RISE IN EARNINGS

SABMiller plc, one of the world's leading brewers with operations and distribution agreements in over 60 countries across six continents, today reports its preliminary (unaudited) results for the twelve months to 31 March 2008.

Operational Highlights

Group lager volumes up 11% to 239 million hectolitres (hl), organic growth of 7%

EBITA up 15%, and 9% on an organic constant currency basis despite rising input costs

Mix benefits and strong pricing improve Miller EBITA in the US

Volume, price and productivity gains drive excellent earnings growth in Europe - EBITA up 30%

Latin America lager volume growth of 5% despite exceptional prior year - EBITA up 17%

Africa organic volumes of lager up 6% - substantial investment programme to capture growth opportunities

CR Snow volume growth continues ahead of the China market - Snow brand up 63%

South Africa lager volumes level - a satisfactory result given loss of a premium brand

	2008	2007	%
	US$m	US$m	change
Revenue (a)	21,410	18,620	15
EBITA (b)	4,141	3,591	15
Adjusted profit before tax (c)	3,639	3,154	15
Profit before tax	3,264	2,804	16
Adjusted earnings (d)	2,147	1,796	20
Adjusted earnings per share (d)
- US cents	143.1	120.0	19
- UK pence	71.2	63.4	12
- SA cents	1,021.2	847.1	21
Basic earnings per share (US cents)	134.9	110.2	22
Dividends per share (US cents)	58.0	50.0	16
Net cash generated from operations	4,276	4,018	6

Meyer Kahn, Chairman of SABMiller, said:

"This strong outturn to the year is particularly pleasing given the scale of the challenge we faced at its outset, with exceptional prior year comparatives, rising input costs and an increasingly competitive environment in many of our markets. It is a clear testament to the strength of our brands and the group's operational capability that we have been able to deliver such a good performance."

(a) Revenue excludes the attributable share of associates' revenue of US$2,418 million (2007: US$2,025 milion).

(b) Note 2 provides a reconciliation of operating profit to EBITA which is defined as operating profit before exceptional items and amortisation of intangible assets (excluding software) but includes the group's share of associates' operating profit, on a similar basis. As described in the Financial Review, EBITA is used throughout the preliminary announcement.

(c) Adjusted profit before tax comprises EBITA less adjusted net finance costs of US$491 million (2007: US$428 million) and share of associates' net finance costs of US$11 million (2007: US$9 million).

(d) Reconciliation of adjusted earnings to the statutory measure of profit attributable to equity shareholders is provided in note 6.

CHIEF EXECUTIVE'S REVIEW

	2008 EBITA US$m	Reported  growth %	Organic, constant  currency growth %
Latin America	1,071	17	6
Europe	952	30	15
North America	477	27	27
Africa and Asia	568	22	16
South Africa: Beverages	1,026	(7)	(6)
South Africa: Hotels and Gaming	141	41	42
Corporate	(94)	n/a	n/a
Group	4,141	15	9

Business review

This strong result for the year has been achieved despite challenging comparative growth rates across a number of markets in the prior year and a substantial rise in input costs for the group as a whole. Total beverage volumes were up 6%, to 288 million hl and total lager volumes were up 11% to 239 million hl, including the impact of acquisitions in China and Europe. A 15% increase in group revenue translated into EBITA growth of 15% to US$4,141 million, or 9% on an organic constant currency basis. This reflects the benefit of price increases, mix improvements and productivity gains, all of which have offset the rise in input costs, in addition to favourable currency rates against the US dollar. The group's ability to recover these higher costs underlines the strength of its brands and its operational capability in enhancing net revenue per hectolitre through effective control of package mix and portfolio pricing. The group EBITA margin remained level with the prior year at 17.4%. Earnings benefited from currency strength and lower effective tax rates in certain jurisdictions. Adjusted earnings and adjusted earnings per share grew 20% and 19% respectively on the prior year.

During the year, underlying consumer demand in the group's developing markets has remained strong, with high levels of fixed investment within Africa, Asia and South America contributing to good GDP growth in these regions. Over the course of the year the group has invested some US$1,978 million in additional production capacity, new containers and distribution, to ensure the business will be able to continue to take advantage of the growth in its markets. The group's premium brand strategy has driven mix benefits across a number of markets, with significant investment behind new product and packaging innovations.

Net cash generated from operations after working capital movements was 6% above the prior year, reflecting an increase in working capital across the group as at 31 March 2008, due principally to the timing of Easter. Gearing increased during the year to 49.7% from 45.8% principally as a result of increased borrowings to fund the acquisition of the Grolsch business and the capital expenditure programme. The Board has recommended a final dividend of 42 US cents per share, which will be paid to shareholders on 7 August 2008. This brings the total dividend to 58 US cents, a 16% increase.

These results demonstrate both the growth momentum in the business and the substantial brand equity resulting from the investment made over many years in the group's portfolio of some 200 local and regional beer brands.

Latin America achieved lager volume growth of 5%, following exceptionally high growth in the prior year. Whilst a consumer slow-down in Colombia and price-driven competitive pressure in Peru represent some challenges, the group has continued its programme of investment and modernisation in the Andean region and the full benefit of these activities is still to be realised. There have been significant fixed cost productivity improvements. EBITA rose by 6% in organic constant currency, or 17% on a reported basis.

The group's business in Europe delivered another excellent performance, with organic lager growth of 8%, and EBITA growth of 15% in organic constant currency and 30% on a reported basis. Strong volume growth in Poland, Romania and Russia was complemented by market share gains in several countries.  Price increases, mix improvements and the introduction of new products and packs, assisted by operational efficiencies, offset significant brewing raw material and packaging cost increases. In the Czech Republic, the Kozel brand grew by 19% in its domestic market and continues to establish itself as a powerful regional brand, selling 2.8 million hl over the period. In Italy, Birra Peroni was the fastest growing brewer in 2007, with a share gain of almost 100 basis points in a level market. The company's core brands, Peroni and Nastro Azzurro, grew volumes by 7% and 8% respectively, reflecting a successful on-premise strategy in the north of the country.

In the US, Miller continued to migrate its portfolio to higher margin and higher growth segments with the launch of Miller Chill, a 'chelada-style' light beer brewed with lime and salt. One of the most successful brand launches in SABMiller's history, Miller Chill sold almost half a million barrels in its first year, contributing to a 49% increase in Miller's worthmore portfolio, which includes Sparks, Peroni and Leinenkugel's, all of which grew at double digit rates. Whilst higher fuel costs and declining real estate prices impacted consumer spending in the second half, Miller's overall domestic sales to retailers for the year were up 0.7% on an organic basis, with the company's flagship brand, Miller Lite, up 1.1%. To capture the continuing consumer preference for light beers, Miller has test marketed new light beers, Miller Genuine Draft 64 and the Miller Lite Brewer's Collection, which will be rolled out nationally in the next financial year.

Robust economic conditions on the African continent, with high resource prices and investment underpinning growth, contributed to organic lager volume growth of 6% from the group's Africa operations (excluding Zimbabwe). A significant capital expenditure programme is underway in these markets, including the construction of several new greenfield breweries to exploit anticipated future volume growth. In Asia, the group's associate in China, CR Snow, acquired a further four breweries in the year and grew volumes by 15% on an organic basis, ahead of the overall market. The Snow brand enjoyed exceptional growth of 63%, cementing its position amongst the top three beer brands in the world by volume.

In South Africa, where we began the year with the loss of a major premium brand to a competitor in March 2007, overall volumes were level with the prior year representing a satisfactory result. The decline in premium volumes was partially mitigated by the successful launch of Hansa Marzen Gold and growth in excess of 100% in Peroni Nastro Azzurro. The robust performance of Hansa Pilsner and Castle Milk Stout underpinned mid single digit growth in the mainstream category, whilst soft drinks grew 4% despite cycling tough comparatives in the final quarter. EBITA for the period declined 6% on a constant currency basis, reflecting the lower premium volumes, a large increase in brewing raw material costs and a significant increase in distribution costs.

In December 2007, SABMiller plc and Molson Coors Brewing Company signed a definitive agreement to combine the US and Puerto Rican operations of their US subsidiaries, Miller and Coors, in a joint venture. The transaction, which is expected to generate approximately US$500 million of synergies in the third full year of operation, is subject to US anti-trust clearance and is not expected to complete before the middle of calendar year 2008. Following completion it will create a stronger, brand-led US brewer with the scale, resources and distribution platform necessary in the increasingly competitive US market.

During the period the group also announced the acquisition of Royal Grolsch NV, the iconic Dutch brewer with a rich heritage dating back to 1615. Grolsch's domestic market is in the Netherlands, but it has important international positions in a number of markets including the United Kingdom and the US. This international footprint will be expanded with plans to introduce the Grolsch brand into a number of SABMiller's markets in the course of the next financial year.  On 14 May 2008 the group announced that it had reached agreement in principle to transfer the US importation rights for the Grolsch brand to Miller. The group also completed the acquisition of Polish brewer Browar Belgia and the Australian brewer Bluetongue in addition to announcing the future construction of a brewery in New South Wales through Pacific Beverages, SABMiller's joint venture with Coca-Cola Amatil.

Outlook 

This has been another year of strong growth for the group. In the current year, volume growth in the first half will be affected by high comparative growth rates, and pressure on input costs will continue to increase although pricing and mix benefits are again expected to compensate for these cost increases. The economic outlook across our global footprint, which is biased towards growth markets in developing countries, remains positive, and we will continue to benefit from the strength of our brands, operational capability and investment for growth.

Enquiries:
	SABMiller plc		Tel: +44 20 7659 0100
Sue Clark	Director of Corporate Affairs		Mob: +44 7850 285471
Gary Leibowitz	Senior Vice President, Investor Relations		Mob: +44 7717 428540
Nigel Fairbrass	Head of Media Relations		Mob: +44 7799 894265
A live webcast of the management presentation to analysts will begin at 9.30am (BST) on 15 May 2008.
This announcement, a copy of the slide presentation and video interviews with management are available on the SABMiller
plc website at www.sabmiller.com. Video interviews with management can also be found at www.cantos.com.
High resolution images are available for the media to view and download free of charge from www.newscast.co.uk . Copies of the press release and detailed Preliminary Announcement are available from the Company Secretary at the Registered Office, or from 2 Jan Smuts Avenue, Johannesburg, South Africa. Registered office: SABMiller House, Church Street West, Woking, Surrey GU21 6HS Incorporated in England and Wales (Registration Number 3528416) Telephone: +44 1483 264000 Telefax: +44 1483 264117

Operational review

Latin America

Financial summary		2008	2007	%
Group revenue (including share of associates) (US$m)		5,251	4,392	20
EBITA* (US$m)		1,071	915	17
EBITA margin (%)		20.4	20.9
Sales volumes (hl 000)
- Lager		36,846	34,948	5
- Soft drinks		18,484	19,474	(5)
- Soft drinks organic		18,484	18,564	(0)

* In 2008 before exceptional items of US$61 million (2007: US$64 million) being restructuring costs in Latin America, partially offset by the net profit on the sale of soft drink and juice businesses in Costa Rica and Colombia respectively.

In Latin America, execution of our strategy to renovate the beer category has continued and has delivered underlying performance in line with our expectations while laying a sound foundation for future growth. In the year, lager volumes ended 5% up on the prior year despite high comparative volume growth, particularly in the second half. Reported EBITA performance benefited from strong local currencies, particularly the Colombian peso which strengthened by 15% against the US dollar (on a full year average basis). There have been significant fixed cost productivity improvements across the business. Reported EBITA margin was down on prior year due to rising raw material input costs and a 40 basis point negative impact as a result of changes to the basis of recovering distribution costs. On an organic constant currency basis, EBITA growth was 6%, while revenue per hectolitre increased by 4% on a like for like basis. Significant capital investment was incurred to increase capacity, modernise production and logistics assets, upgrade returnable containers and improve product quality.

In Colombia, the brand portfolio upgrade continued with the launch of Redd's in the premium segment and the relaunches of Aguila and Aguila Light in the mainstream segment. Our Pony Malta brand was also relaunched with a new design and a new 350ml PET container. Premium lager volumes grew by over 60% in the year, largely due to the continued strong performance of Club Colombia. The new 500ml returnable bottle for Aguila and various PET packs for Pony Malta further helped to modernise and widen the appeal of the product range. 

Trading conditions softened in the second half, as consumer credit interest rates continued to rise and inflationary cost pressures resulted in retail price increases. Nevertheless revenue per hectolitre improved by 4% on a constant currency basis with revenue management and a focus on price compliance assisting price and mix improvements. 

Lager growth rates slowed in the second half of the year, ending up 4% for the full year. However, our share of the alcohol market increased by 190 basis points to 64.7%, gaining share mostly from local spirits. 

Further gains were made in operating efficiencies and reducing overhead costs, in order to assist in offsetting rising input costs. The majority of the structural changes to the route-to-market and the product quality investments have now been implemented, while trade marketing capability has been enhanced, establishing a solid platform for future growth. 

The new Valle brewery was commissioned in March 2008, with an initial annual capacity of 3.2 million hl, which will bring supply and demand into better balance in the western region. Further capacity investment will be required at the Barranquilla brewery and at maltings plants in the coming year. During the year the juice business in Colombia was sold.

In Peru economic conditions have been favourable with annual GDP growth of nearly 9%. Lager volumes were up 8% on prior year despite major disruptions to distribution due to mudslides and a severe earthquake. The market has become increasingly competitive with the entry of a second competitor in the economy segment. Our Pilsen Trujillo brand has been successfully repositioned nationally to combat low priced competition. 

Premium volumes and share have improved with the relaunch of Cusquena in the premium segment, which ended the year at 8% market share, partially offsetting the mix impact of the growth of the economy segment including Pilsen Trujillo. Revenue per hectolitre has improved 1% on a constant currency basis. Our overall market share ended the fourth quarter at 84% and the beer market has gained share of alcohol and now stands at 51%. The operation continues to enhance its brand portfolio and invest for future demand with capacity and quality upgrades. The renovation of containers and the distribution fleet is now largely complete and the programme of trade marketing enhancements is being rolled out. 

Our Ecuador operations delivered a commendable performance despite lower economic growth, political uncertainty and torrential rains in the fourth quarter. The operation has focused on securing channel advocacy by the installation of over 5,000 coolers and our market mapping to identify further opportunities for growth is complete. The change in our route-to-market has commenced with positive reception in the areas affected. Lager volume growth of over 5% was driven by our flagship brand Pilsner, following its relaunch in October 2007, and the implementation of national pricing in the same month. The premium portfolio performed well led by the renovation of the Club brand, which has been successfully repositioned in the premium segment, whilst maintaining previous volumes. Beer's share of alcohol remained in line with the prior year at 41% and our lager market share improved by 80 basis points on a full year basis to 96%, despite aggressive pricing campaigns from our main competitor. Positive brand and pack mix and increased prices have boosted revenue. 

In Honduras lager volume growth of 4% was fuelled by 10% growth in premium segment volumes, led by our brands Barena and Port Royal. Price compliance initiatives and our beer outlet and cooler expansion programmes contributed positively to volume growth. Revenue management was supported by premium volumes growing to over 50% of the portfolio. Renewed focus is now being placed on affordability and the attractiveness of our mainstream brands. Soft drinks reported growth of 9%, with our Tropical brand achieving growth of 23%, following a renewed imaging campaign. Our market share of soft drinks improved by 4% to 55% through improved sales execution activities, despite continuing competition in the soft drink market and the shift in mix to family one way packs. 

In Panama lager volumes were up by 13% driven by the relaunch and upsizing of our mainstream brands Balboa and Atlas, implemented with a simultaneous price increase during October 2007. Share gains were strong and share of the beer market increased by 120 basis points on a full year basis to 85%. The positive impact of volume growth and price and mix benefits boosted revenue and were partially offset by increases in raw material costs.

El Salvador was impacted by tough economic conditions but total volumes grew by 1% with market share gains in both beer and soft drinks despite high levels of competition and high comparatives. The operation has also seen success in its premiumisation efforts with premium lager volumes up 9%, driven by Golden Light. 

Europe

Financial summary	2008	2007	%
Group revenue (including share of associates)(US$m)	5,248	4,078	29
EBITA* (US$m)	952	733	30
EBITA margin (%)*	18.1	18.0
Sales volumes (hl 000)
- Lager	43,904	40,113	9
- Lager organic	43,401	40,113	8
- Soft drinks	57	27	111

* In 2007 before net exceptional costs of US$24 million  being profit on disposal of land in Italy of US$14 million less restructuring costs of US$7 million primarily in Slovakia and an adjustment to goodwill on acquisition of US$31 million for Birra Peroni .

Europe delivered another excellent result with total lager volume growth of 9% (organic 8%) within which premium volumes grew 11%. Volumes were particularly strong in Poland, Romania and Russia and were assisted by warm weather in the earlier months, but cycled an exceptionally mild winter in the second half of the prior year. Brewing raw material and packaging costs increased significantly. However, the pricing environment has shown some signs of improvement and with positive brand mix has resulted in constant currency revenue per hectolitre growing by 4%. This, together with productivity improvements, has more than offset higher input costs and EBITA margin was up 10 basis points. Marketing expenditure has increased but has benefited from scale economies. Reported EBITA growth of 30% was impacted by currency translation gains and also included Royal Grolsch from mid February 2008. On an organic constant currency basis, EBITA growth was 15%. 

In Poland, strong economic fundamentals underpinned growth of all alcoholic beverages. Our organic domestic lager volumes increased 11% (with inorganic growth of 12%) against industry growth of 7% and market share for the year was up 220 basis points to 40.8%. Tyskie and Zubr, Poland's two leading beer brands, grew volumes by 9% and 17% respectively, assisted by national consumer promotions, leveraging sponsorships and increasing on-premise distribution. Lech grew 12% supported by strong trade activation, utilising music and leisure associations. Premium brand Redd's, with its three flavour variants, grew 21% including sales of a new sleek can. We increased prices by an average of 3% across the portfolio, with a similar increase in constant currency revenue per hectolitre being achieved, continuing the trend started in the previous year. Trade marketing support was enhanced by new automated data interchange with our main distributors and the placement of additional coolers in the trade. Further capacity expansion brought total capacity to over 17 million hl, while current year sales volume was 14.4 million hl. In January 2008, we completed the acquisition of Browar Belgia.

In Czech, our strategy is to pursue value rather than volume in this mature market. Beer industry volumes were up less than 1% and within this our domestic volumes were marginally ahead. Focused channel segmentation, expansion in on-premise, increased pricing and premiumisation led to an increase in constant currency revenue per hectolitre of 5% and an EBITA increase despite significantly higher commodity prices. In the premium segment our national flagship brand Pilsner Urquell grew 3%, supported by exclusively branded on-premise outlets and Beer theatre concepts in the modern off-premise channel. In the specialty segment, we introduced the Master brand with super-premium pricing, and the Frisco brand continued its growth, growing 23%. In mainstream, Kozel's 19% domestic volume growth offset Gambrinus' 5% decline as our average 6% price increase prompted some switching. Kozel continued developing as a successful regional brand with annual volumes of 2.8 million hl, up 12% regionally. Significant cost productivity has been achieved in marketing and distribution by leveraging scale and rationalising media activities.

In Russia beer industry volumes grew 10% and share of the total alcohol market increased 3% to 32%. Rapid growth in real incomes is driving share gains for the premium beer segment and our volumes were up 14% as we increased market share. We expanded national retail coverage with an increase of 300 staff in the sales force, and installed over 75,000 coolers.  We achieved average price increases of 11% across our portfolio over the year. Our biggest brand Zolotaya Bochka grew 16% with strong marketing support. Miller Genuine Draft was up 9%, to almost 1 million hl, driven by expanding distribution of the new half litre bottle, and Kozel grew 13%. Redd's has new primary and secondary packaging, including a new can, and grew by 22%. The second production site at Ulyanovsk is on track for commissioning in May 2009 and its initial capacity has been increased to 4 million hl. Until then, with existing operations at full capacity, contract brewing arrangements have been put in place over the summer period. 

In Italy, Birra Peroni was the fastest growing brewer in 2007 with a share gain of 100 basis points in a flat domestic market. Our branded volumes grew 5% with Peroni and Nastro Azzurro up 7% and 8% respectively. This growth has come from success in the on-premise channel in the North particularly with Peroni draught and the 33cl Nastro Azzurro bottle. Both brands have leveraged national sponsorships in sport, music and film festivals, while premiumisation has been supported by international design events. Growth was achieved in all channels, assisted by our own distribution, and two price increases were successfully implemented, the latest being 8% in January 2008. The Rome and Bari breweries are both being expanded to satisfy ongoing export demand and total capacity in Italy will be 6.3 million hl.

In Romania, industry volumes grew 9% supported by increased real wages and disposable income, and our new mainstream PET offerings. Our volumes were up 28% following capacity increases, and our share grew by 3.5% to 25.4%. Average price increases of 5% were achieved and all brands enjoyed significant growth. Timisoreana grew 43%, extending its reach in the off-premise channel with our new PET packaging, and secured its number one position in the market with an estimated 14% share. The Ursus Premium brand maintained its leadership in the premium segment, with 8% growth, and has increased penetration in upscale on-premise outlets. All brands benefited from better point of sale execution and a new distributor incentive scheme, with intensive display and tailored service packages in all channels. Current capacity expansions will bring overall capacity to 6.8 million hl.

In Hungary, consumers have been hit hard by the fiscal austerity measures. The beer market grew during the early summer months with the introduction of PET offerings, but volumes were lower in the fourth quarter. In these conditions, our volumes were level and our share was up 140 basis points. Our focus has been on productivity and efficiencies which have improved profitability.

In the United Kingdom, Miller Brands' volumes grew 36% in a declining market, driven by innovative marketing and increased distribution, with Peroni Nastro Azzurro up 39%. Performance was also supported by double digit volume growth for both our Polish brands, Lech and Tyskie.

In the Netherlands, our integration activities for our recent acquisition, Royal Grolsch, have commenced.

North America

Financial summary	2008	2007	%
Revenue (US$m)	5,120	4,887	5
EBITA* (US$m)	477	375	27
EBITA margin (%)	9.3	7.7
Sales volumes (hl 000)
- Lager - excluding contract brewing	48,211	46,591	3
- contract brewing	7,489	8,907	(16)
- Soft drinks	87	84	4
Lager - domestic sales to retailers (STRs)	45,434	43,897	4

* Before exceptional costs of US$51 million in relation to retention arrangements entered into following the announcement of the proposed joint venture with Coors Brewing Company and other integration costs (2007: nil).

Miller Brewing Company made progress against all of its strategic objectives, and delivered strong earnings growth for the fiscal year from increased volumes, an industry-leading increase in revenue per barrel of 4.0%, and effective cost reduction despite higher fuel and raw material input costs.

Miller continued to migrate its brand portfolio to higher margin, higher growth segments of the market while enhancing value for distributors and retailers, and its flagship Miller Lite brand posted volume gains with segment leading pricing. Increased spending on core brand marketing and innovation was funded in part from disciplined cost reduction and efficiency savings. Notably for the first time, Miller was recognised as the number one supplier by distributors in the US industry-wide Tamarron survey.

Total US domestic beer industry shipments to wholesalers (STWs) increased 1.1%, while total import shipments were down 2.5% for the year. Craft beers continued their strong growth, up 12% over prior year. Against this backdrop, Miller's US domestic shipments to retailers (STRs) were up 3.1% when adjusted for one additional trading day against the prior year (up 3.5% unadjusted) and grew 0.7% on an adjusted organic basis (excluding Sparks and Steel Reserve). Miller's US domestic sales to wholesalers (STWs) grew 3.9% on an unadjusted basis, and were up 1.5% on an organic basis. International shipments fell slightly.

Miller Lite STRs increased by 1.1% (1.5% unadjusted) following a return to its intrinsic brand marketing platform. Miller High Life sales increased 1.1% (1.5% unadjusted) on the strength of its successful 'Take Back the High Life' campaign, which helped reverse a three-year decline in the franchise. Miller Genuine Draft declined by 10.6% adjusted (10.2% unadjusted) for the year in a declining segment. Milwaukee's Best continued to experience declines in the economy sector, while Icehouse and Mickey's volumes grew, helping to offset partially the declines of both MGD and Milwaukee's Best. 

The national launch of Miller Chill exceeded expectations with the brand selling approximately 500,000 barrels during the year, and Miller's worthmore portfolio overall grew by nearly 50%. Sparks, Peroni and Leinenkugel's delivered strong full year double digit growth. To capture the continuing growth and consumer shift towards light beers, Miller test marketed new light beer brands Miller Genuine Draft 64 (MGD 64) and Miller Lite Brewers Collection, which, following a positive reaction, will be rolled out nationally in the next year.

In line with its chain sales strategy, Miller strengthened its capabilities and enjoyed a 4.6% increase in chain sales volume. The success of its "model market" operations - an area autonomous management framework - in Texas and Florida/Georgia contributed to share growth in Texas and share stabilisation in the Southeast. 

Total revenue grew 4.8% to US$5,120 million, while domestic revenue was up 7.4% to US$4,578 million. Contract brewing revenue declined 15.8% due in part to the purchase of Sparks and Steel Reserve from McKenzie River in 2006 (which were previously brewed under contract). Domestic revenue per barrel increased 4.0% due to price increases of 2.4% for the year complemented by the mix benefits from the successful growth of the worthmore portfolio, including Miller Chill.

Through continued brewing efficiencies and cost savings derived from successful projects, the company was able largely to offset commodity cost increases, resulting in an increase in domestic cost of goods sold per barrel of low single digits. Marketing spending increased upper single digits.

EBITA for the period increased 27% to US$477 million driven primarily by the strong pricing, increased volume, effective management of fixed costs, and includes a non-recurring gain of US$33 million from the October 2007 settlement of a dispute with the Ball Metal Beverage Container Corporation. This resulted in a one-time payment to Miller of some US$70 million, a portion of which is attributable to our contract brewing partners. The gain includes an amount of US$16 million relating to materials supplied to Miller during the prior year and US$17 million for other non-recurring contractual matters.

In preparation for the proposed joint venture with Coors Brewing Company, which remains subject to regulatory clearance, a charge of US$51 million has been recorded by Miller for staff retention arrangements and certain integration costs, and this has been treated as an exceptional item. The group expects to record further charges up to completion of the transaction which is not anticipated to occur before the middle of calendar year 2008. These amounts were included in the previously announced estimates of costs associated with the proposed joint venture.

Africa and Asia

Financial summary	2008	2007	%
Group revenue (including share of associates) (US$m)	3,367	2,674	26
EBITA (US$m)	568	467	22
EBITA margin (%)	16.9	17.5
Sales volumes (hl 000)*
- Lager	83,998	68,067	23
- Lager organic	77,976	68,067	15
- Soft drinks	6,977	13,680	(49)
- Soft drinks organic	6,977	6,301	11
- Other alcoholic beverages	6,022	6,252	(4)

* Castel volumes of 17,845 hl 000 (2007: 15,407 hl 000) lager, 13,480 hl 000 (2007: 12,744 hl 000) soft drinks are not included. In China, the non-core water business was disposed of in May 2007, impacting total soft drink volumes.

The strong growth in Africa and Asia continued, with lager volume growth of 23% (organic growth of 15%) and reported EBITA growth of 22% (organic constant currency growth of 16%). EBITA margin decreased from 17.5% to 16.9% as a result of the faster growth in the lower margin Asia markets, notwithstanding an increase in Africa margins.

Africa

Lager volumes for Africa, excluding Zimbabwe, grew 12% (organic growth of 6%) for the year as did total volumes, benefiting from continued economic growth in all countries, rising disposable incomes, and ongoing brand renovation. 

Tanzania posted lager volume growth of 8% in a competitive market and our brand portfolio, sales force and route-to-market have been strengthened to capture further growth. Growth has been led by Ndovu lager following its re-formulation as a full malt beer. Eagle, our sorghum based lager, was launched in the North East with early success and positive consumer response.  Rising input costs were mitigated by improved operating efficiencies and a stable local currency. We have commenced construction of a new 0.5 million hl brewery in the Southern region.

Mozambique enjoyed its fourth consecutive year of strong growth, with lager volumes advancing 8%. The brand portfolio is well balanced and differentiated and affordable draught beer continues to deliver ahead of expectation by reaching new consumers. Major capacity enhancements at both the Maputo and Beira breweries were completed, with operating efficiencies improving, and further depots were opened during the year. Construction of the new road infrastructure along the Zambezi River will yield further growth opportunities in the North and as a result we have started building a 0.5 million hl brewery in Nampula.

Botswana grew strongly after two disappointing years, with overall growth of 15% in aggregate volumes of lager and soft drinks. Key to this result was the successful renovation of St. Louis lager, the market leader, and the introduction of a new 750ml returnable bottle. The returnable bottle has delivered ahead of expectation in this predominantly one way pack market, and offers the consumer better value for money.

Uganda's lager volumes grew 4% after three prior years of exceptional growth. After excellent growth in recent years, volumes of our sorghum-based Eagle brand declined following an excise increase, while our mainstream lager brands Nile Special and Club grew in mid double digits. The market continues to grow and has nearly doubled in the last four years, driven by the success of our portfolio extensions.

Angola's economy continues to grow strongly at approximately 20% per annum. The infrastructure, however, is unable to support the increasing demands for goods and services and our total volume growth of just under 10% was constrained by both the lack of infrastructure and limited capacity. Total volumes for lager and soft drinks for the year were almost 3.5 million hl, including lager volumes of the recently privatised Empresa De Cervejas N'gola in which we invested at the end of last year. We continued to expand our lager and soft drinks capacity, supported by new local manufacture of glass and cans by global suppliers.

In the premium segment, we have launched Peroni Nastro Azzurro in five African markets with good initial results and plan to roll out the brand to other countries in due course. Grolsch will be launched in certain key markets.

Traditional sorghum-based beer (excluding Zimbabwe) returned to growth this year, with excellent results from both Malawi and Botswana. The category continues to play an important part in our African portfolio and is less vulnerable than lager to international commodity cost increases given the extensive use of local raw materials.

Castel enjoyed another strong year with total volumes up 11% - lager 16% and soft drinks 6%.  Ethiopia and Angola continued to provide above average growth for the group, while further growth was captured in its key markets of Cameroon, Gabon and Morocco. The growth in Angola is linked to underlying economic prosperity, while in Ethiopia the growth has come largely from market place activities including portfolio segmentation and pack innovations. Cameroon volumes advanced in double digits in a competitive market. While underlying EBITA growth was strong, the strength of the Euro further assisted reported performance in US dollars.

EBITA margin for our Africa business advanced despite the impact of rising commodity costs. These impacts on the business are limited due to significant volume growth in soft drinks, and our sorghum beer, which is more dependent on local supply.

Asia

In China, our associate CR Snow continued to outperform the industry with full year lager volume growth of 25%, representing organic growth of 15%, and full year market share improving to 18%. Momentum for the first half (where CR Snow's organic lager volume growth of 30% was well above the industry and peer group) slowed in the second half due to the combined effect of a severe winter, reduced discretionary spend and price increases in this period. The Snow brand is now China's largest lager brand and it enjoyed exceptional growth again this year at 63%. 

EBITA grew but increases in commodity prices and the acquisition of a number of breweries, which typically depresses profits in the initial years, reduced margins. Capacity was further increased with the construction of greenfield breweries and upgrades to existing plants. The non-core water business was disposed of in May 2007 impacting total soft drink volumes.

India grew strongly with lager volume growth of 23% (organic increase of 19%) following strong growth in the prior year. Total volumes of 4.4 million hl were achieved, with national market share gain of 1% despite having no meaningful presence in the key Southern state of Tamil Nadu. The Foster's business has been fully integrated and the brand led our growth as it was rolled out more widely. The strong beer segment continues to grow ahead of mild beer, with our brands continuing to do well.

Our new Asia joint ventures are building momentum, with Australia ahead of expectation due to strong performances from Peroni Nastro Azzurro, MGD and the recent successful launch of Miller Chill. We recently announced our intention to build a greenfield brewery in New South Wales and we are integrating the recently acquired Bluetongue brewery. In Vietnam, volumes are improving with the addition of Redd's to the portfolio, and we have commissioned a can line to expand our pack range.

South Africa: Beverages

Financial summary	2008	2007	%
Group revenue (including share of associates) (US$m)	4,446	4,274	4
EBITA (US$m)	1,026	1,102	(7)
EBITA margin (%)	23.1	25.8
Sales volumes (hl 000)
- Lager	26,526	26,543	-
- Soft drinks	16,657	15,986	4

Economic growth in South Africa slowed in the second half of the year as the effects of higher fuel and food costs as well as increased levels of household debt in a higher interest rate environment slowed consumer spending. Gross domestic product growth for calendar year 2007 of 3.9% was down on the 5% growth rate for 2006.

Volume performance was satisfactory with lager volumes in line with those of the prior year, notwithstanding the loss of our licence for the Amstel brand in March 2007 (9% of volumes in the year to March 2007). Soft drinks were 4% up despite cycling tough comparatives in the prior year when volumes grew by 7% and the carbon dioxide shortages experienced in the country over the fourth quarter of this year, and despite a decline in volumes in the lower margin alternative beverage category, primarily due to the discontinuation of the Bibo fruit cordial and Milo brands.

Volumes grew in both the mainstream lager and flavoured alcoholic beverage (FAB) categories. Robust growth in Hansa Pilsener and Castle Milk Stout underpinned mid single digit growth in the mainstream category and strong growth across the Brutal Fruit range contributed to the double digit increase in FAB volumes. In the premium segment, we successfully launched our new brand, Hansa Marzen Gold, Castle Lite grew strongly and Peroni Nastro Azzurro volumes more than doubled, but this did not fully offset the anticipated loss of premium volumes as the competing product re-entered the market.

Revenue grew by 6% on a constant currency basis. Price increases were at a level somewhat below inflation for both lager and soft drinks, and revenue growth was constrained by adverse mix effects in lager, driven by the swing out of higher priced premium brands into mainstream.

Higher raw material input costs in the beer business placed margins under pressure. Increasing international commodity prices led to a large increase in key brewing raw materials, and packaging costs rose on the back of higher energy and oil prices. Glass costs were also up significantly following the importation of glass in the current year at a premium to local supply, due to capacity constraints at local glass manufacturers.

Distribution costs rose by over 30% in the current year.  Higher international crude oil prices together with the depreciation of the rand drove South African diesel costs up by some 47% in the year to March 2008. This was exacerbated by incremental distribution costs associated with servicing the 16% increase in main market outlets (totalling 23,400 outlets in the full year) which is in line with our direct distribution initiative. 

EBITA on a constant currency basis for the year was 6% lower than the prior year, driven primarily by higher raw material input and distribution cost increases. In addition, the EBITA impact of the loss of the Amstel licence is estimated at approximately US$50 million for the year driven by adverse mix, incremental investments in marketing and new products and packaging development. This is after taking account of the competitor product having only re-entered the South African market after the first quarter of the financial year. EBITA benefited from some foreign currency gains on contracts related to procurement. Overall EBITA margin decreased by 270 basis points to 23.1%.

Good progress was made on the phased replacement of the 750ml returnable bottle population for our mainstream brands and by March 2008 all but two of our breweries were producing product in the new bottle. The market has reacted positively to the modernised new bottle, contributing to a resurgence in growth of the mainstream category. This renovation programme is scheduled to be complete by September 2008. The phased introduction of 430 million new bottles has added complexity to the supply grid which has resulted in increased transport expenditure.

There were a number of new product launches and pack renovations in the year. The May 2007 launch of Hansa Marzen Gold proved to be very successful and contributed over 23% of total premium sales in the year. Innovation in the FAB category saw two new brands being launched in the last quarter of the financial year. Sarita Ruby, a dry, red, apple-flavoured FAB and Skelter's Straight, a citrus flavoured offering, were launched in February 2008 and March 2008 respectively. Both the Hansa Pilsener and Castle brands received label redesigns in the year to coincide with the introduction of the new 750ml returnable bottle. In the premium segment, the Peroni Nastro Azzurro range was extended to include draught, 330ml cans and a new 660ml returnable bulk pack. 

Despite the slow progress by local authorities in the granting of retail liquor licences, our Mahlasedi taverner programme trained some 3,400 taverners during the year, bringing the total number to date to over 13,400. This is in line with our commitment to invest US$14 million in this initiative over five years. Administrative delays at local government level continue to hamper the progress of liquor licensing across the country.

The Department of Trade and Industry issued final Broad Based Black Economic Empowerment (BBBEE) Codes of Good Practice in early February 2007. The liquor industry's formulation of a Sector Code had been suspended pending the publication of the BBBEE Codes, but resumed in mid 2007 with the active involvement of the Department of Trade and Industry (DTI). The DTI has required that the industry involve a very broad group of stakeholders in the process. It is anticipated that the Sector Code will be finalised towards the end of calendar year 2008. 

Appletiser continued to show strong volume growth of 18%, arising mainly from its international markets

Distell's results benefited from improvements in both domestic and international volumes. Domestic sales volume increases have been driven by cider brands and the ready-to-drink categories, despite shortages in the supply of packaging materials and carbon dioxide. Margins were also improved through operating efficiencies.

South Africa: Hotels and Gaming

Financial summary	2008	2007	%
Revenue (share of associate) (US$m)	396	340	16
EBITA (US$m)	141	100	41
EBITA margin (%)	35.6	29.3
Revenue per available room (Revpar) - US$	$76.10	$62.21

SABMiller is a 49% shareholder in the Tsogo Sun group.  The financial performance of Tsogo Sun continues to be strong. The gaming industry in South Africa has grown steadily, with real growth in casino win being experienced by all participants. However, economic circumstances in recent months indicate a slowdown in activity.

The South African hotel industry has again enjoyed strong Revpar growth as a result of a robust local economy and growth in international arrivals. Increased demand coupled with limited capacity growth, has assisted Tsogo Sun in achieving a year on year increase in Revpar of 24% in constant currency. 

The improved level of trading, assisted by control of costs, resulted in strong growth in EBITA and margins.

Financial review

New accounting standards and restatements 

The accounting policies followed are the same as those published within the Annual Report and Accounts for the year ended 31 March 2007 amended for the changes set out in note 1, which had no impact on group results. The Annual Report and Accounts are available on the company's website, www.sabmiller.com.

Segmental analysis

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. SABMiller believes that the reported profit measures - before exceptional items and amortisation of intangible assets (excluding software), and including associates on a similar basis (i.e. before interest, tax and minority interests) - provide to shareholders additional information on trends and allow for greater comparability between segments. Segmental performance is reported after the specific apportionment of attributable head office service costs.

Disclosure of volumes

In the determination and disclosure of reported sales volumes, the group aggregates 100% of the volumes of all consolidated subsidiaries and its equity accounted associates, other than associates where the group exercises significant influence but primary responsibility for day to day management rests with others (such as Castel and Distell). In these latter cases, the financial results of operations are equity accounted in terms of IFRS but volumes are excluded. Contract brewing volumes are excluded from total volumes, but revenue from contract brewing is included within revenue. Reported volumes exclude intra-group sales volumes.

Organic, constant currency comparisons

The group discloses certain results on an organic, constant currency basis, to show the effects of acquisitions net of disposals and changes in exchange rates on the group's results. Organic results exclude the first twelve months' results of acquisitions and investments and the last twelve months' results of disposals. Constant currency results have been determined by translating the local currency denominated results for the year ended 31 March 2008 at the exchange rates for the comparable period in the prior year.

Acquisitions and disposals

In December 2007, SABMiller plc and Molson Coors Brewing Company announced that they had signed a definitive transaction agreement to combine the US and Puerto Rico operations of their respective subsidiaries, Miller and Coors, in a joint venture to create a stronger, brand-led US brewer in the increasingly  competitive US marketplace. Closing of the transaction is subject to obtaining clearances from the US competition authorities and certain regulatory clearances and third party consents, as required, and is not expected before the middle of calendar year 2008.

In January 2008 the group completed the acquisition of 99.96% of Browar Belgia Sp. z.o.o., the fourth largest brewer in Poland.

In February 2008, the group completed the acquisition of 100% of Royal Grolsch NV in the Netherlands.

In May 2008, SABMiller announced it had agreed to acquire a 99.84% interest in the Ukrainian brewer, CJSC Sarmat. The transaction is subject to approval by the Ukrainian competition authorities and other customary pre-closing conditions.

During the first half, the group completed the disposals of its soft drinks business in Costa Rica and the juice business in Colombia. Our associate in China also completed the disposal of a non-core water business.  

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 3 to the financial statements.

Net exceptional charges of US$112 million were reported during the year (2007: US$93 million). Of these, US$78 million relate to final restructuring costs incurred in Latin America (2007: US$69 million), partially offset by a net profit of US$17 million on the disposal of soft drinks businesses in Costa Rica and Colombia. Miller has also recorded costs of US$51 million in relation to retention accruals pending the completion of the MillerCoors joint venture and certain integration costs. In 2007, Europe reported a net exceptional cost of US$24 million. This comprises a profit on the disposal of land in Naples of US$14 million less integration costs of US$7 million principally incurred in Slovakia, and an adjustment to goodwill at Birra Peroni. As required under IFRS, to the extent that a business is able to utilise, after an acquisition, previously unrecognised deferred tax assets, an adjustment to goodwill is required with a compensating adjustment to tax. During 2007 we recorded such an adjustment for US$31 million in respect of Birra Peroni and this had been included within exceptional items.

Borrowings and net debt

Gross debt at 31 March 2008, comprising borrowings together with the fair value of derivative assets or liabilities held to manage interest rate and foreign currency risk of borrowings, has increased to US$9,733 million from US$7,358 million at 31 March 2007. Net debt comprising gross debt net of cash and cash equivalents has increased to US$9,060 million from US$6,877 million at 31 March 2007 reflecting payment from the acquisition of Royal Grolsch (US$1,182 million) and the assumption of its borrowings (US$162 million) and the group's increased capital expenditure programme. An analysis of net debt is provided in note 10. The group's gearing (presented as a ratio of debt/equity) has increased to 49.7% from 45.8% at 31 March 2007. The weighted average interest rate for the gross debt portfolio at 31 March 2008 was 7.3% (2007: 7.6%).

In July 2007, the group's South African holding company for its South African operations raised R1,600 million (approximately US$230 million) in 5-year notes. The notes, issued under a Domestic Medium Term Note programme, are guaranteed by SABMiller plc and are listed on BESA, the South African Bond Exchange. The net proceeds have been used to repay part of the existing loan facilities of The South African Breweries Ltd.

Finance costs

Net finance costs increased to US$456 million, a 7% increase on the prior year's US$428 million. Finance costs in the current year include a net benefit from the mark to market adjustments of various derivatives amounting to US$35 million (2007: nil) which are of a capital nature and for which the group has been unable to obtain hedge accounting. This benefit has been excluded from the determination of adjusted earnings per share. Adjusted net finance costs were US$491 million, up 15%, reflecting an increase in net debt following the significant capital expenditure programme currently being undertaken by the group and the recent Grolsch acquisition.  Interest cover, based on pre-exceptional profit before interest and tax and excluding the impact of the mark to market movements noted above, has increased to 7.9 times from 7.8 times in the prior year. 

Profit before tax

Adjusted profit before tax of US$3,639 million increased by 15% reflecting performance improvements across the businesses and translation of results into US dollars. On a statutory basis, profit before tax of US$3,264 million was up 16% on prior year including the impact of exceptional items and the mark to market movements in finance costs as noted above. 

Taxation

The effective tax rate of 32.5% (2007: 34.5%) before amortisation of intangible assets (other than software) and exceptional items and the adjustment to interest noted above, is below that of the prior year, principally reflecting a more favourable geographic mix of profits across the group, local statutory rate reductions and ongoing initiatives to manage our effective tax rate.

Earnings per share

The group presents adjusted basic earnings per share to exclude the impact of amortisation of intangible assets (other than software) and other non-recurring items, which include post-tax exceptional items, in order to present a more meaningful comparison for the years shown in the consolidated financial statements. Adjusted basic earnings per share of 143.1 US cents were up 19% on the prior year, reflecting the improved performance noted above. An analysis of earnings per share is shown in note 6 to the financial statements and, on a statutory basis, basic earnings per share is up 22%. 

Goodwill and intangible assets

Additional goodwill has arisen primarily on the acquisition of Royal Grolsch NV and the increase is also due to foreign exchange movements on goodwill balances recognised in the local currency of the relevant operations.

Capital expenditure

The group has continued to invest in the business, and capital expenditure for the year has grown to some US$1,978 million (2007: US$1,191 million) including additional production capacity, new containers and distribution to enable the business to take advantage of the growth in its markets. Capital expenditure as reflected in US dollars has also been increased by the strengthening of certain currencies in key markets against the US dollar. Capital expenditure including the capitalisation of intangible software costs is US$2,034 million (2007: US$1,244 million).

Cash flow

Net cash generated from operating activities before working capital movements (EBITDA) increased by 12% to US$4,518 million compared to the prior year. The ratio of EBITDA to revenue is 21% (2007: 22%). Net cash generated from operations, after working capital movements, of US$4,276 million is up 6% reflecting an increase in working capital across the group as at 31 March 2008, due principally to the timing of Easter within the financial year.

Currencies: South African rand/Colombian peso

The rand has declined against the US dollar during the year and ended the financial year at R8.15 to the US dollar, while the weighted average rand/dollar rate weakened by 1% to R7.13 compared with R7.06 in the prior year. The Colombian peso (COP) strengthened by almost 17% against the US dollar compared to the prior year and ended the financial year at COP1,822 to the US dollar, while the weighted average COP/dollar rate improved by 15% to COP1,997 from COP2,340 .

Dividend

The board has proposed a final dividend of 42 US cents per share for the year. Shareholders will be asked to approve this recommendation at the annual general meeting, which will be held on Thursday, 31 July 2008. If approved, the dividend will be payable on Thursday, 7 August 2008 to shareholders registered on the London and Johannesburg registers on Friday, 11 July 2008. The ex-dividend trading dates will be Wednesday, 9 July 2008 on the London Stock Exchange (LSE) and Monday, 7 July 2008 on the JSE Limited (JSE). As the group reports in US dollars, dividends are declared in US dollars. They are payable in South African rand to shareholders on the Johannesburg register, in US dollars to shareholders on the London register with a registered address in the United States (unless mandated otherwise), and in sterling to all remaining shareholders on the London register.

The rate of exchange applicable on Thursday, 26 June 2008 will be used for US dollar conversion into South African rand and the rate of exchange on Monday, 28 July 2008 will be used for US dollar conversion into sterling. Currency conversion announcements will be made on the JSE's Securities Exchange News Service and on the LSE's Regulatory News Service, indicating the rates of exchange to be applied, on Friday, 27 June 2008 and on Tuesday, 29 July 2008, respectively.

From the commencement of trade on Friday, 27 June 2008 until the close of business on Friday, 11 July 2008, no transfers between the London and Johannesburg registers will be permitted, and from the close of business on Friday, 4 July 2008 until the close of business on Friday, 11 July 2008, no shares may be dematerialised or rematerialised.

Annual report and accounts

The group's unaudited condensed financial statements and certain significant explanatory notes follow. The annual report will be mailed to shareholders in early July 2008 and the annual general meeting of the company will be held at the Intercontinental Park Lane Hotel in London at 11:00 on Thursday, 31 July 2008. 

SABMiller plc
CONSOLIDATED INCOME STATEMENT
for the year ended 31 March

			2008			2007
			Unaudited			Audited
	Notes		US$m			US$m
Revenue	2		21,410			18,620
Net operating expenses			(17,962)			(15,593)
Operating profit	2		3,448			3,027
Operating profit before exceptional items			3,560			3,120
Exceptional items	3		(112)			(93)
Net finance costs	4		(456)			(428)
Interest payable and similar charges			(721)			(668)
Interest receivable			265			240
Share of post-tax results of associates			272			205
Profit before taxation			3,264			2,804
Taxation	5		(976)			(921)
Profit for the financial period			2,288			1,883
Profit attributable to minority interests			265			234
Profit attributable to equity shareholders			2,023			1,649
			2,288			1,883
Basic earnings per share (US cents)	6		134.9			110.2
Diluted earnings per share (US cents)	6		134.2			109.5

All operations are continuing.

SABMiller plc
CONDENSED CONSOLIDATED BALANCE SHEET
at 31 March

		2008			2007
		Unaudited			Audited
	Notes	US$m			US$m
Assets
Non-current assets
Goodwill	8	15,600			13,250
Intangible assets	8	4,383			3,901
Property, plant and equipment		9,037			6,750
Investments in associates		1,826			1,351
Available for sale investments		52			52
Derivative financial instruments		208			34
Trade and other receivables		240			181
Deferred tax assets		340			164
		31,686			25,683
Current assets
Inventories		1,350			928
Trade and other receivables		1,871			1,471
Current tax assets		188			103
Derivative financial instruments		45			6
Cash and cash equivalents	10	673			481
		4,127			2,989
Disposal groups held for sale		-			64
		4,127			3,053
Total assets		35,813			28,736
Liabilities
Current liabilities
Derivative financial instruments		(34)			(5)
Borrowings	10	(2,062)			(1,711)
Trade and other payables		(3,273)			(2,746)
Current tax liabilities		(534)			(429)
Provisions		(300)			(266)
		(6,203)			(5,517)
Liabilities directly associated with disposal groups held for sale		-			(19)
		(6,203)			(5,176)
Non-current liabilities
Derivative financial instruments		(497)			(204)
Borrowings	10	(7,596)			(5,520)
Trade and other payables		(338)			(269)
Deferred tax liabilities		(1,775)			(1,393)
Provisions		(1,160)			(1,173)
		(11,366)			(8,559)
Total liabilities		(17,569)			(13,735)
Net assets		18,244			15,001
Equity
Total shareholders' equity		17,545			14,406
Minority interests		699			595
Total equity		18,244			15,001

SABMiller plc
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 March

			2008			2007
			Unaudited			Audited
	Notes		US$m			US$m
Cash flows from operating activities
Cash generated from operations	9		4,276			4,018
Interest received			228			231
Interest paid			(730)			(719)
Tax paid			(969)			(801)
Net cash from operating activities			2,805			2,729
Cash flows from investing activities
Purchase of property, plant and equipment			(1,978)			(1,191)
Proceeds from sale of property, plant and equipment			110			110
Purchase of intangible assets			(59)			(270)
Purchase of investments			-			(3)
Proceeds from sale of investments			5			1
Proceeds from sale of associates			2			81
Proceeds on disposal of shares in subsidiaries			71			7
Acquisition of subsidiaries (net of cash acquired)			(1,284)			(131)
Purchase of shares from minorities			(49)			(200)
Purchase of shares in associates			(179)			(186)
Dividends received from associates			91			102
Dividends received from other investments			1			1
Net cash used in investing activities			(3,269)			(1,679)
Cash flows from financing activities
Proceeds from the issue of shares			39			38
Purchase of own shares for share trusts			(33)			(30)
Proceeds from borrowings			6,492			5,126
Repayment of borrowings			(5,038)			(5,663)
Net repayments of capital element of finance lease			(7)			(7)
Increase in loan participation deposit			-			200
Net cash (payments) / receipts on net investment hedges			(16)			42
Dividends paid to shareholders of the parent			(769)			(681)
Dividends paid to minority interests			(197)			(161)
Net cash generated / (used) in financing activities			471			(1,136)
Net cash from operating, investing and financing activities			7			(86)
Effects of exchange rate changes			(113)			(18)
Net decrease in cash and cash equivalents			(106)			(104)
Cash and cash equivalents at 1 April			294			398
Cash and cash equivalents at 31 March	10		188			294

SABMiller plc
CONSOLIDATED STATEMENTS OF RECOGNISED INCOME AND EXPENSE
for the year ended 31 March

			2008			2007
			Unaudited			Audited
			US$m			US$m
Currency translation differences on foreign currency net investments			2,029			362
Actuarial gains / (losses) on defined benefit plans			31			(5)
Fair value moves on available for sale investments			2			7
Tax on items taken directly to equity			(8)			2
Net investment and cash flow hedges			(225)			(2)
Net gains recognised directly in equity			1,829			364
Profit for the year			2,288			1,883
Total recognised income for the year			4,117			2,247
- attributable to equity shareholders			3,795			2,010
- attributable to minority interests			322			237

SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS

1. Basis of preparation

The preliminary announcement for the year ended 31 March 2008 has been prepared in accordance with the International Accounting Standards and International Financial Reporting Standards (collectively IFRS) and International Financial Reporting Interpretation Committee (IFRIC) interpretations as adopted by the EU.

The financial information in this preliminary announcement is not audited and does not constitute statutory accounts within the meaning of s240 of the Companies Act 1985 (as amended). Group financial statements for 2008 will be delivered to the Registrar of Companies in due course. The board of directors approved this financial information on 14 May 2008. Statutory accounts for the year ended 31 March 2007, which were prepared in accordance with the International Accounting Standards and International Financial Reporting Standards (collectively IFRS) and International Financial Reporting Interpretation Committee (IFRIC) interpretations adopted by the EU, have been filed with the Registrar of Companies. The auditors' report on those accounts was unqualified and did not contain a statement made under s237(2) or (3) of the Companies Act 1985.

Accounting policies

The financial statements are prepared under the historical cost convention, except for the revaluation to fair value of certain financial assets and liabilities.

The accounting policies adopted are consistent with those of the previous financial year except that the Group has adopted the following standards and interpretations of published standards.

IFRIC 8, 'Scope of IFRS 2', (effective from 1 May 2006) provides guidance on the scope of IFRS 2.

IFRIC 9, 'Re-assessment of embedded derivatives', (effective from 1 June 2006) provides guidance as to the circumstances an embedded derivative can be reassessed.

IFRIC 10, 'Interim financial reporting and impairment' (effective from 1 November 2006) prohibits the reversal of impairment losses recognised in an interim period in the annual period.

IFRIC 11, 'IFRS 2 - Group and treasury share transactions' (effective from 1 March 2007) provides guidance on share based payment arrangements with a Group of companies.

IFRS 7, 'Financial Instruments: Disclosures' and the amendment to IAS 1, "Presentation of Financial Statements - Capital Disclosures", (effective from 1 January 2007), introduces new disclosures to improve the information about financial instruments. It requires the disclosures of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. It replaces disclosure requirements in IAS 32, 'Financial Instruments: Disclosure and Presentation'. This standard does not have any impact on the classification and valuation of the group's financial instruments.

The adoption of these interpretations and IFRS 7 has not had a material effect on the consolidated results of operations or financial position of the group.

2. Segmental information (unaudited)

The segmental information presented below includes the reconciliation of GAAP measures presented on the face of the income statement to non-GAAP measures which are used by management to analyse the group's performance.

		Share of	Group revenue			Share of	Group revenue
	Segment	associates'	(including		Segment	associates'	(including
	revenue	revenue	Associates)		revenue	revenue	Associates)
	2008	2008	2008		2007	2007	2007
Revenue	US$m	US$m	US$m		US$m	US$m	US$m
Latin America	5,239	12	5,251		4,373	19	4,392
Europe	5,242	6	5,248		4,078	-	4,078
North America	5,120	-	5,120		4,887	-	4,887
Africa and Asia	1,853	1,514	3,367		1,455	1,219	2,674
South Africa:
- Beverages	3,956	490	4,446		3,827	447	4,274
- Hotels and Gaming	-	396	396		-	340	340
South Africa: Total	3,956	886	4,842		3,827	787	4,614
	21,410	2,418	23,828		18,620	2,025	20,645
			Operating				Operating
			profit before				profit before
	Operating	Exceptional	exceptional		Operating	Exceptional	Exceptional
	profit	Items	items		profit	items	items
	2008	2008	2008		2007	2007	2007
Operating profit	US$m	US$m	US$m		US$m	US$m	US$m
Latin America	892	61	953		746	64	810
Europe	947	-	947		706	24	730
North America	411	51	462		366	-	366
Africa and Asia	330	-	330		272	-	272
South Africa: Beverages	962	-	962		1,043	-	1,043
Corporate	(94)	-	(94)		(106)	5	(101)
	3,448	112	3,560		3,027	93	3,120

	Operating profit before exceptional items		Share of associates' operating  profit before exceptional items		Amortisation of intangible assets (excluding software)		EBITA		Operating  profit before exceptional items	Share of associates' operating profit before exceptional items		Amortisation of intangible assets (excluding software)					EBITA
	2008		2008		2008		2008		2007	2007		2007					2007
EBITA	US$m		US$m		US$m		US$m		US$m	US$m		US$m					US$m
Latin America	953		-		118		1,071		810	-		105					915
Europe	947		1		4		952		730	-		3					733
North America	462		-		15		477		366	-		9					375
Africa and Asia	330		231		7		568		272	193		2					467
South Africa:
- Beverages	962		64		-		1,026		1,043	59		-					1,102
- Hotels and Gaming	-		139		2		141		-	100		-					100
South Africa: Total	962		203		2		1,167		1,043	159		-					1,202
Corporate	(94)		-		-		(94)		(101)	-		-					(101)
Group	3,560		435		146		4,141		3,120	352		119					3,591
The group's share of associates' operating profit is reconciled to the share of post-tax results of associates in the income statement as follows:
							2008		2007
							US$m		US$m
Share of associates' operating profit before exceptional items							435		352
Share of associates' interest							(11)		(9)
Share of associates' tax							(120)		(102)
Share of associates' minority interests							(32)		(36)
							272		205

The following table provides a reconciliation of EBITDA (the net cash inflow from operating activities before working capital movements) before cash exceptional items to EBITDA after cash exceptional items. A reconciliation of profit for the year for the Group to EBITDA after cash exceptional items for the Group can be found in note 9.

	EBITDA before cash exceptional items	Cash exceptional items	EBITDA		EBITDA before cash exceptional items	Cash exceptional items	EBITDA
	2008	2008	2008		2007	2007	2007
EBITDA	US$m	US$m	US$m		US$m	US$m	US$m
Latin America	1,319	(17)	1,302		1,147	(25)	1,122
Europe	1,203	-	1,203		936	(7)	929
North America	569	(2)	567		510	-	510
Africa and Asia	404	-	404		340	-	340
South Africa: Beverages	1,073	-	1,073		1,200	-	1,200
Corporate	(31)	-	(31)		(65)	(5)	(70)
Group	4,537	(19)	4,518		4,068	(37)	4,031

Excise duties of US$4,353 million (2007: US$3,758 million) have been incurred during the year as follows: Latin America US$1,334 million (2007: US$1,092 million); Europe US$995 million (2007: US$784 million); North America US$861 million (2007: US$856 million); Africa and Asia US$420 million (2007: US$321 million) and South Africa US$743 million (2007: US$705 million).

	Segment assets	Investment in associates	Unallocated assets*	Total assets		Segment assets	Investment in associates	Unallocated assets	Total assets
	2008	2008	2008	2008		2007	2007	2007	2007
Total assets	US$m	US$m	US$m	US$m		US$m	US$m	US$m	US$m
Latin America	15,314	2	-	15,316		12,575	5	-	12,580
Europe	7,419	12	-	7,431		4,232	-	-	4,232
North America	6,041	-	-	6,041		6,072	-	-	6,072
Africa and Asia	1,906	1,475	-	3,381		1,562	1,045	-	2,607
South Africa	2,186	337	-	2,523		2,074	301	-	2,375
Corporate	470	-	-	470		575	-	-	575
Unallocated assets	-	-	651	651		-	-	295	295
Group	33,336	1,826	651	35,813		27,090	1,351	295	28,736

* Unallocated assets include borrowing related derivative financial instrument assets, current tax and deferred tax assets.

		Segment liabilities	Unallocated liabilities*	Total liabilities		Segment liabilities	Unallocated liabilities	Total liabilities
		2008	2008	2008		2007	2007	2007
Total liabilities		US$m	US$m	US$m		US$m	US$m	US$m
Latin America		1,400	-	1,400		1,226	-	1,226
Europe		1,238	-	1,238		874	-	874
North America		1,341	-	1,341		1,272	-	1,272
Africa and Asia		323	-	323		329	-	329
South Africa		569	-	569		592	-	592
Corporate		533	-	533		234	-	234
Unallocated liabilities		-	12,165	12,165		-	9,208	9,208
Group		5,404	12,165	17,569		4,527	9,208	13,735

* Unallocated liabilities include borrowings (including related derivative financial instruments), current tax and deferred tax liabilities.

		Capital expenditure excluding acquisitions	Acquisition activity	Total capital expenditure*		Capital expenditure excluding acquisitions	Acquisition activity	Total capital expenditure*
		2008	2008	2008		2007	2007	2007
Capital expenditure		US$m	US$m	US$m		US$m	US$m	US$m
Latin America		730	-	730		372	-	372
Europe		565	534	1,099		374	7	381
North America		166	-	166		155	215	370
Africa and Asia		295	-	295		144	48	192
South Africa		279	-	279		230	-	230
Corporate		26	-	26		12	-	12
Group		2,061	534	2,595		1,287	270	1,557

*Capital expenditure is defined as the acquisition and addition of intangible assets (excluding goodwill) and property, plant and equipment

3. Exceptional items

		2008		2007
		Unaudited		Audited
		US$m		US$m
Subsidiaries' exceptional items included in operating profit:
Latin America		(61)		(64)
Bavaria integration and restructuring costs		(78)		(64)
Profit on sale of subsidiaries		17		-
Europe		-		(24)
Integration and restructuring costs		-		(7)
Profit on sale of land in Italy		-		14
Adjustment to goodwill		-		(31)
North America
Integration and restructuring costs		(51)		-
Corporate		-
Bavaria integration costs				(5)
Exceptional items included within operating profit		(112)		(93)
Taxation credit		40		30

2008

Latin America

Restructuring costs associated with the consolidation of Bavaria S.A. of US$78 million were incurred during the year.

A net US$17 million profit on disposal has been recognised in Latin America on the disposal of soft drinks businesses in Costa Rica and Colombia in the six months ended 30 September 2007.

North America

In preparation for the proposed joint venture, which remains subject to regulatory clearance, a charge of US$51 million has been recorded by Miller for staff retention arrangements and for certain integration costs.

2007

Latin America and Corporate 

Integration and restructuring costs associated with the consolidation of Bavaria S.A. of US$69 million were incurred during the year.

Europe

Integration and restructuring costs of US$7million associated with the consolidation of Pivovar Topvar a.s. and the relocation of the Europe hub office to Zug were incurred during the year.

In November 2006, the Naples brewery site was sold for US$28 million giving rise to a profit of US$14 million. 

During the year the Group recognised deferred tax assets that had previously not been recognised on the acquisition of Birra Peroni. In accordance with IAS12, Income Taxes, when deferred tax assets on losses not previously recognised on acquisition are subsequently recognised, both goodwill and deferred tax assets are adjusted with corresponding entries to operating expense and taxation in the income statement. This deferred tax asset has been substantially utilised during the year.

4. Net finance costs
	2008	2007
	Unaudited	Audited
	US$m	US$m
a. Interest payable and similar charges
Interest payable on bank loans and overdrafts	292	289
Interest payable on corporate bonds	401	327
Interest element of finance leases payments	1	1
Losses on early settlement of bonds	-	44
Net exchange gains on financing activities	(39)	(28)
Fair value losses on dividend related derivatives*	10	-
Fair value losses on standalone derivative financial instruments	23	-
Other finance charges	33	35
Total interest payable and similar charges	721	668
b. Interest receivable
Interest receivable	198	177
Fair value gains (losses)/gains on financial instruments:
- Fair value (losses)/gains on standalone derivative financial instruments	19	17
- Interest rate swaps: designated as fair value hedges	103	36
- Non-current borrowings designated as fair value hedges	(103)	(36)
- Ineffectiveness of fair value hedges	3	2
- Ineffectiveness of net investment hedges*	45	-
- Other fair value gains on borrowings	-	44
Total interest receivable	265	240
Net finance costs	456	428

* These items relate to mark to market adjustments on capital items for which hedge accounting can not be applied. These items have been excluded from the determination of adjusted earnings per share. Adjusted net finance costs are therefore US$491 million (2007: US$428 million).

5. Taxation

	2008	2007
	Unaudited	Audited
	US$m	US$m
Current taxation	926	780
- Charge for the year (UK corporation tax: US$nil million charge (2007: US$nil million charge))	935	833
- Adjustments in respect of prior years	(9)	(53)
Withholding tax and other remittance taxes	64	119
Total current taxation	990	899
Deferred taxation	(14)	22
- Charge for the year (UK corporation tax: US$9 million credit (2007: US$9 million charge))	8	82
- Adjustments in respect of prior years	(17)	5
- Recognition of deferred tax asset in connection with the acquisition of Birra Peroni	-	(31)
- Rate change	(5)	(34)
	976	921
Effective tax rate, before amortisation of intangibles (excluding software) and exceptional items (%) *	32.5	34.5

* The effective tax rate is calculated including share of associates' operating profit before exceptional items after adjusted net finance costs and share of associates' tax before exceptional items. This calculation is on a basis consistent with that used in prior years and is also consistent with other group operating metrics.

6. Earnings per share

		2008	2007
		Unaudited	Audited
		US cents	US cents
Basic earnings per share		134.9	110.2
Diluted earnings per share		134.2	109.5
Headline earnings per share*		133.0	111.3
Adjusted basic earnings per share		143.1	120.0
Adjusted diluted earnings per share		142.4	119.3

The weighted average number of shares was:

		2008	2007
		Unaudited	Audited
		Millions of shares	Millions of shares
Ordinary shares		1,504	1,500
ESOP trust ordinary shares		(4)	(4)
Basic shares		1,500	1,496
Dilutive ordinary shares from share options		8	9
Diluted shares		1,508	1,505

Adjusted and headline earnings

The group also presents an adjusted earnings per share figure to exclude the impact of amortisation of intangible assets (excluding capitalised software) and other non-recurring items in order to present a more useful comparison for the years shown in the consolidated financial statements. Adjusted earnings per share has been based on adjusted headline earnings for each financial year and on the same number of weighted average shares in issue as the basic earnings per share calculation. Headline earnings per share has been calculated in accordance with the new South African Circular 8/2007 entitled "Headline Earnings" which forms part of the listing requirements for the JSE Ltd (JSE). The adjustments made to arrive at headline earnings and adjusted earnings are as follows:

		2008	2007
		Unaudited	Audited
		US$m	US$m
Profit for the financial year attributable to equity holders of the parent		2,023	1,649
Headline Adjustments
Impairment of property, plant and equipment		5	13
Profit on sale of property, plant and equipment and investments		(29)	(20)
Adjustment to goodwill		-	31
Tax effects of the above items		(4)	(10)
Minority interests' share of the above items		-	2
Headline earnings*		1,995	1,665
Other Adjustments
Integration/reorganisation costs		129	76
Profit on fair value movements on capital items**		(35)	(10)
Amortisation of intangible assets (excluding capitalised software)		146	119
Tax effects of the above items		(88)	(54)
Adjusted earnings		2,147	1,796

* 2007 re-presented to comply with the new Headline earnings definitions contained within the South African Circular 8/2007.

** This does not include all fair value movements but includes those in relation to capital items for which hedge accounting cannot be applied.

7. Dividends

Dividends paid are as follows:

		2008	2007
		Unaudited	Audited
Equity		US$m	US$m
2007 Final dividend paid: 36.0 US cents (2006: 31.0 US cents) per ordinary share		537	472
2008 Interim dividend paid: 16.0 US cents (2007: 14.0 US cents) per ordinary share		232	209
		769	681

In addition, the directors are proposing a final dividend of 42 US cents per share in respect of the financial year ended 31 March 2008, which will absorb an estimated US$632 million of shareholders' equity. The dividends will be paid on 7 August 2008 to shareholders registered on the London and Johannesburg registers on 11 July 2008.

8. Goodwill and intangible assets

	Goodwill	Intangible assets
	Unaudited	Unaudited
	US$m	US$m
Net book amount
At 1 April 2006	12,814	3,596
Exchange adjustments	278	159
Arising on increase in share of subsidiary undertakings	121	44
Arising on acquisition of subsidiary undertakings	78	270
Amortisation	-	(162)
Adjustment on recognition of deferred tax assets in connection with the acquisition of Birra Peroni	(31)	-
Transfers from other assets	-	6
Transfer to disposal groups	(10)	(12)
At 31 March 2007	13,250	3,901
Exchange adjustments	1,406	573
Arising on increase in share of subsidiary undertakings	27	-
Arising on acquisition of subsidiary undertakings (provisional)	917	19
Additions - separately acquired	-	60
Amortisation	-	(190)
Transfers from other assets	-	20
At 31 March 2008	15,600	4,383

Goodwill

2008

Additional goodwill arising on the acquisition of subsidiary undertakings has resulted from the acquisition of Royal Grolsch NV and Browar Belgia zoo, both of which occurred during the year.  The fair value exercises in respect of these acquisitions are not yet complete.

2007

Additional goodwill arising on the consolidation of subsidiary undertakings was due to the acquisition of the Foster's business in India and minority purchases in Latin America.

Intangible assets

2008

Brands acquired during the year through business combinations relate to Browar Belgia zoo. The fair value exercise for Royal Grolsch NV is not yet complete.

2007

Brands acquired during the year include the Sparks and Steel Reserve brands in the U.S. and the Foster's brand in India.

9. Reconciliation of profit for the year to net cash generated from operations

		2008	2007
		Unaudited	Audited
		US$m	US$m
Profit for the financial period		2,288	1,883
Taxation		976	921
Share of post-tax results of associates		(272)	(205)
Interest receivable		(265)	(240)
Interest payable and similar charges		721	668
Operating profit		3,448	3,027
Depreciation:
Property, plant and equipment		633	550
Containers		215	187
Container breakages, shrinkage and write-offs		27	44
(Profit) / loss on sale of property, plant and equipment		(12)	(6)
Exceptional profit on sale of property, plant and equipment (Europe)		-	(14)
Impairment of property, plant and equipment		5	13
Amortisation of intangible assets		190	162
Unrealised net gain from derivatives		(26)	(2)
Exceptional profit on disposal of subsidiaries		(17)	-
Dividends received from other investments		(1)	(1)
Charge with respect to share options		58	31
Restructuring and integration costs (Latin America)		-	10
Adjustment to goodwill (Europe)		-	31
Other non-cash movements		(2)	(1)
Net cash generated from operations before working capital movements (EBITDA)		4,518	4,031
Increase in inventories		(337)	(73)
Increase in receivables		(160)	(294)
Increase in payables		282	319
(Decrease) / increase in provisions		(5)	21
(Decrease) / Increase in post-retirement provisions		(22)	14
Net cash generated from operations		4,276	4,018

Cash generated from operations include cash flows relating to exceptional items of US$19 million (2007: US$37 million).

10. Analysis of net debt (unaudited)

	Cash and cash equivalents (excluding overdrafts)	Overdrafts	Borrowings	Derivative financial instruments	Finance leases	Total gross borrowings	Net  debt
	US$m	US$m	US$m	US$m	US$m	US$m	US$m
At 31 March 2007	481	(187)	(7,029)	(127)	(15)	(7,358)	(6,877)
Exchange adjustments	(72)	(41)	(388)	-	(1)	(430)	(502)
Cash flow	254	(248)	(1,454)	(10)	7	(1,705)	(1,451)
Arising on acquisitions	10	(9)	(164)	-	-	(173)	(163)
Other non-cash movements	-	-	(125)	62	(4)	(67)	(67)
At 31 March 2008	673	(485)	(9,160)	(75)	(13)	(9,733)	(9,060)

Cash and cash equivalents on the Balance Sheet are reconciled to cash and cash equivalents on the Cash Flow as follows:

		2008	2007
		Unaudited	Audited
		US$m	US$m
Cash and cash equivalents (Balance Sheet)		673	481
Overdrafts		(485)	(187)
Cash and cash equivalents (Cash Flow)		188	294

The group's net debt is denominated in the following currencies:

	US dollars	SA rand	Euro	Colombian peso	Other currencies	Total
	US$m	US$m	US$m	US$m	US$m	US$m
Total cash and cash equivalents	129	19	36	77	220	481
Total gross borrowings	(4,580)	(389)	(267)	(1,384)	(738)	(7,358)
	(4,451)	(370)	(231)	(1,307)	(518)	(6,877)
Cross currency swaps	1,400	(400)	-	(400)	(600)	-
At 31 March 2007	(3,051)	(770)	(231)	(1,707)	(1,118)	(6,877)
Total cash and cash equivalents	196	171	43	34	229	673
Total gross borrowings	(4,686)	(439)	(1,888)	(1,807)	(913)	(9,733)
	(4,490)	(268)	(1,845)	(1,773)	(684)	(9,060)
Cross currency swaps	1,731	(400)	(331)	(400)	(600)	-
Net debt at 31 March 2008	(2,759)	(668)	(2,176)	(2,173)	(1,284)	(9,060)

 

11. Share capital

During the year ended 31 March 2008 3,591,830 ordinary shares (2007: 4,342,988 ordinary shares) were allotted and issued in accordance with the group's share purchase, option and award schemes. 

12. Post balance sheet events

In May 2008, SABMiller announced it had agreed to acquire a 99.84% interest in the Ukrainian brewer, CJSC Sarmat. The transaction is subject to approval by the Ukrainian competition authorities and other customary pre-closing conditions. 

SABMiller plc
FORWARD-LOOKING STATEMENTS

This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire ordinary shares in the capital of SABMiller plc (the "Company") or any other securities of the Company in any jurisdiction or an inducement to enter into investment activity. 

This announcement includes 'forward-looking statements'. These statements contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company's products and services) are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

SABMiller plc
ADMINISTRATION

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