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SABMiller PLC - IFRS Restatement

RNS Number:4586O
SABMiller PLC
05 July 2005


5 July 2005


  Restatement of Financial Information under International Financial Reporting
                                   Standards


SABMiller plc currently prepares its financial statements under United Kingdom
Generally Accepted Accounting Principles (UK GAAP). As part of its preparation
for the adoption of International Financial Reporting Standards (IFRS),
SABMiller plc is today making available financial information for the year ended
31 March 2005 in accordance with IFRS.

The adoption of IFRS represents an accounting change only, and does not affect
the underlying operations or cash flows of the group. The IFRS financial
information in this document is unaudited.


Summary of main changes

                                                               UK GAAP 2005     IFRS 2005
                                                                    Audited     Unaudited
                                                                       US$m          US$m     % change

Group revenue                                                        12,901        12,901        -

EBITA (becoming EBIT under IFRS)*                                     2,409         2,389      (0.8)

Profit before tax                                                     2,194         2,552       16.3

Adjusted earnings**                                                   1,251         1,224      (2.1)

Basic earnings per share                                               94.1         125.5       33.3

Adjusted earnings per share (US cents)                                103.2         101.0      (2.1)

Adjusted diluted earnings per share (US cents)                         99.8          97.7      (2.1)


*EBITA comprises profit before interest, tax, goodwill amortisation and before
one-off items. EBIT comprises profit before interest, tax and one-off items.
**The calculation of adjusted earnings is given in table 1.


The most significant changes from UK GAAP to IFRS are:

  * The reversal of amortisation of goodwill which increases profit before tax
by US$366 million but has no impact on EBITA or adjusted earnings.
  * A pre-tax increase in post-retirement costs of US$4 million impacting all
measures shown above, and an additional one-off credit of US$104 million
relating to certain changes in the group's post-retirement arrangements
which does not affect EBITA or adjusted earnings.
  * The inclusion of a charge, based on fair value, in respect of outstanding
share-based awards granted after 7 November 2002. This increases net
operating costs by US$6 million.


IFRS RESTATEMENT                      2


Background to the change


SABMiller plc has previously prepared its financial statements under UK GAAP.
For the purposes of this announcement all references to UK GAAP relate to the
accounting policies adopted by SABMiller plc as set out in the SABMiller plc
annual report for the year ended 31 March 2005.  From 1 April 2005 onwards, the
group is required to prepare its consolidated financial statements in accordance
with IFRS as endorsed by the European Union (EU) and implemented in the UK.

This change applies to all of the group's financial reporting for accounting
periods beginning on 1 April 2005. The group's date of transition to IFRS under
IFRS1 (First-time adoption of IFRS) was 1 April 2004.  The group's first
published IFRS results will be for the six months to 30 September 2005 and the
first full year IFRS results will be for the year ending 31 March 2006. The 2006
financial statements will include comparatives for 2005 which will be restated
to IFRS, other than with respect to IAS 32 (Financial Instruments: Disclosure
and Presentation) and IAS 39 (Financial Instruments: Recognition and
Measurement).

To explain how the group's reported performance and financial position are
affected by this change, set out in tables 1 to 7 is a comparison of key UK GAAP
figures for the interim and full 2005 financial year to unaudited restated IFRS
results.


Basis of preparation of IFRS information

The key figures set out in tables 1 to 7 are based on the IFRS expected to be
applicable at 31 March 2006, and the interpretation of those standards. IFRS are
subject to possible amendment by and interpretative guidance from the
International Accounting Standards Board, as well as ongoing review and
endorsement by the EU, and are thus subject to change.  The IFRS figures in
tables 1 to 7 may therefore be subject to changes in the basis of accounting and
/or presentation of certain financial information before their inclusion in the
IFRS financial statements for the year ending 31 March 2006 when the group
prepares its first complete set of IFRS financial statements.


IFRS 1 Exemptions

IFRS1 (First-time adoption of IFRS) permits certain exemptions from the full
requirements of IFRS to companies adopting IFRS for the first time. The group
expects to apply the following transitional provisions:

     i)   Business combinations (including acquisitions) recognised
          before the date of transition (1 April 2004) have not been restated.

ii)   Fixed assets held at historical cost have not been revalued; therefore
          depreciation and impairment tests will continue to be based on
          historical cost.

   iii)   IAS 32 and IAS 39 are applied prospectively from 1 April 2005,
          therefore hedge documentation and effectiveness is only measured from
          that date.

iv)   Cumulative currency translation differences on foreign net investments
          recognised separately in equity have been reset to US$Nil at the date
          of transition.

     v)   The cost of share options granted prior to 7 November 2002 has not
          been recognised in the income statement.

vi)   The accumulated actuarial gains and losses with regards to employee
          defined benefit post-retirement plans have been recognised in full in
          the opening IFRS balance sheet as at 1 April 2004.

   vii)   Convertible bonds have not been split into component values if the
          bond has been repaid by the transition date for financial instruments,
          which was 1 April 2005.


IFRS RESTATEMENT                      3


Significant Changes

The most significant areas of change are as follows;
(Tables 1 to 7 are cross referenced to the notes below where relevant.)

(a)  Goodwill

Under UK GAAP, goodwill is amortised over its estimated useful life (the group
typically applies a 20 year life to goodwill, with the exception of goodwill in
Amalgamated Beverage Industries (ABI) which has an indefinite life and has been
subjected to annual impairment reviews).

Under IFRS, the amortisation of goodwill is no longer permitted and goodwill is
reviewed for impairment on an annual basis. As a result the amortisation charge
of US$366 million recorded in 2005 is reversed.  As a consequence of this
change, the profit attributable to minority interests also increases by US$22
million.

(b)  Post-retirement benefits

     (1)  Under UK GAAP, the group accounts for post-retirement benefits under
          SSAP24 (Accounting for Pension Costs), whereby the costs of providing
          pensions and other post-employment benefits are charged against
          operating profit on a systematic basis with surpluses and deficits
          arising allocated over the expected average remaining service lives of
          current employees. The group disclosed the impact of accounting for
          pensions under FRS 17 (Retirement Benefits) by way of footnote, as
          required by the FRS 17 transitional arrangements.

          Under IFRS, the impact on the income statement is that the unwinding
          of the discounting on liabilities and the expected return on assets
          are included in operating profit. The impact on the balance sheet is
          that the full actuarial surplus or deficit is recognised. The more
          volatile components of movements in surpluses and deficits (actuarial
          gains and losses) are recorded as a movement in shareholders' funds in
          line with the amendments to IAS 19 (Employee Benefits) although this
          is subject to endorsement by the EU.

          The new IFRS rules primarily affect Miller in North America and Beer
          South Africa. The ongoing income statement effect of this change is an
          additional cost of US$4 million in 2005.

          The costs in North America have risen by US$7 million, offset by a
          credit in Beer South Africa of US$3 million (the latter of which is
          not expected to recur in 2006).

     The pre-tax IFRS adjustments to post-retirement benefits are summarised
     below:
                                                                    US$m
       North America
       Pensions                                                      (5)
       Other post-retirement costs                                   (2)

                                                                     (7)

       Beer South Africa
       Pensions                                                      (4)
       Other post-retirement costs                                    7

                                                                      3

       Total                                                        (4)


IFRS RESTATEMENT                      4


(2)  During 2005 Miller also revised its post-retirement arrangements. The
     effect of the changes in plans and the capping of post-retirement medical
     healthcare liabilities results in a credit to the 2005 IFRS income
     statement of some US$104 million (US$63 million net of tax). This
     represents the savings associated with past service. This has been treated
     as a one-off item.

The impact of all post-retirement benefit adjustments on the IFRS opening
balance sheet as at 1 April 2004 is to reduce net assets by US$80 million net of
deferred tax.  The reduction at 31 March 2005 is US$147 million net of deferred
tax.


(c)  Share-based payments

Under UK GAAP, only certain share-based plans (where the grant price is less
than the market price at the date of grant) result in a charge to operating
profit over the performance period on a straight line basis.

Under IFRS, all share-based awards granted after 7 November 2002 result in a
charge to operating profit over the performance period on a straight line basis.

The additional cost to the group in 2005 includes extra costs for certain

share-based plans and results in the recognition of an additional pre-tax charge
for 2005 of US$6 million.

As more option tranches are covered by the new rules the costs in relation to
share-based payments will rise under IFRS. It is anticipated that the ongoing
annual cost compared to UK GAAP will be some US$10 -14 million in 2006.

(d)  Presentation of associates

Under UK GAAP, operating profit, net interest, taxation and minority interests
include the group's share of associates' results.

Under IFRS, the income statement only includes the group's share of the post-tax
and minority results of associates as one line before the group's pre-tax
profit.

In order to aid comparison of results across segments, the group intends to
present an operating profit/EBIT measure in the segmental analysis which will
include associates in the same format as subsidiaries.

(e)  IFRS application to associates

As a result of the non-amortisation of goodwill, profits from associates
increase by US$15 million for 2005. Other net charges of US$9 million for 2005
principally arise in respect of share-based payments, inventories, intangibles
and property, plant and equipment.

The application of IFRS, including the non-amortisation of goodwill,
increases the group's carrying value of associates as at 31 March 2005 by US$9
million.

Certain of the group's associates continue to work on the
restatement of IFRS in their own results. Any further changes arising will be
reflected in the group IFRS position as at 30 September 2005 in the interim
results for the year ending 31 March 2006.


IFRS RESTATEMENT                      5


(f)  Agricultural assets

Under UK GAAP, agricultural assets are not separately recorded.

Under IFRS, agricultural assets are recognised on the balance sheet at fair
value with gains/losses recorded in the income statement. The additional US$2
million cost for 2005 relates to sugar plantations in Honduras and hop farms in
South Africa.

(g)  Taxation

Under UK GAAP, the group recognises deferred tax on timing differences that
arise from the inclusion of gains and losses in tax assessments in periods
different from those in which they are recognised in the financial statements
(an income statement approach).

Under IFRS, deferred tax is recognised in respect of nearly all taxable
temporary differences arising between the tax base and the accounting book value
of balance sheet items (a balance sheet approach). This results in deferred tax
being recognised on certain timing differences that would not have given rise to
deferred tax under UK GAAP. Excluding the net impact of deferred tax on
post-retirement schemes, the IFRS impact on other deferred tax assets and
liabilities is a reduction in net assets of US$108 million in the opening IFRS
balance sheet and US$119 million as at 31 March 2005.

Upon the adoption of IFRS, deferred tax is recognised on unremitted earnings of
subsidiaries and associates, unless the group is able to demonstrate that the
dividend policy cannot be changed without its consent and it is unlikely that
those earnings will be paid as dividends in the foreseeable future.

The group has recognised an additional US$7 million deferred tax charge in the
2005 income statement primarily with respect to unremitted earnings of
associates.

(h)  Exceptional items

Under UK GAAP, gains and loses on the disposal of subsidiaries, associates,
fixed asset investments and tangible fixed assets are shown as exceptional items
below operating profit (non-operating exceptionals).

IFRS does not contain the same specific rules related to the presentation of
exceptional items, but does require disclosure of additional items where
necessary to assist in the understanding of an entity's financial performance. A
reclassification of US$366 million exceptional profit under UK GAAP previously
recognised below operating profit has been made to move the UK GAAP
non-operating exceptional items back into operating profit. The group will
continue to separately identify significant and one-off items previously treated
as exceptional under UK GAAP. These will all be recognised within operating
profit. In addition, the group will continue to present the adjusted earnings
per share and operating profit before exceptional items measures.

(i)  Dividends

Under UK GAAP, dividends for the period are provided for in the results for that
period.

Under IFRS, the dividends for the period are provided in the results in the
period during which they are approved.


IFRS RESTATEMENT                      6


Balance Sheet reclassifications

(j)  Capitalised software

Under UK GAAP, software assets are included as part of property, plant and
equipment.

Under IFRS, unless they are integral to another tangible fixed asset, software
assets are recognised as intangible assets.

(k)  Debtors

Under UK GAAP, debtors are generally shown as a one line entry in current assets
unless they are deemed to be highly significant for separate disclosure on the
face of the balance sheet.

Under IFRS, debtors due within one year are recognised as current assets and
debtors due after more than one year are recognised as non-current assets on the
face of the balance sheet.

(l)  Deferred tax assets and liabilities

Under UK GAAP, deferred tax assets and liabilities are shown as part of current
debtors and provisions on the face of the balance sheet.

Under IFRS, deferred tax assets and liabilities are presented separately on the
face of the balance sheet under IFRS.

(m)  Provisions

Under UK GAAP, provisions are presented as a one line entry on the balance
sheet.

Under IFRS, provisions likely to fall due within one year are recognised as
current liabilities and provisions likely to fall due after more than one year
are recognised as long-term liabilities on the face of the balance sheet.

Other IFRS Adjustments

Other IFRS adjustments result in an increase in net assets of US$16 million at
31 March 2005 and include the following items:

(n)  Buyout of minority shares in Birra Peroni and ABI

Upon the adoption of IFRS goodwill is recognised on the buy out of minority
interests in subsidiaries as the difference between the value of IFRS net assets
acquired and the consideration paid.

The buyout of minority interests in Birra Peroni SpA and ABI increased goodwill
due to changes within deferred tax.  As a consequence, this reduced equity
attributable to minority interests by US$11 million and US$1 million
respectively.


IFRS RESTATEMENT                      7

(o)  Foreign currency translations

Under UK GAAP if a derivative instrument has been entered into which is linked
to the settlement of a foreign currency asset or liability the exchange rate of
the derivative can be used to translate the foreign currency amount.

Under IFRS the closing rate exchange rate must be used with the derivative
effect recognised separately.

The group has a sterling denominated private note of £40 million covered by such
an arrangement - the value of the loan at 31 March 2005 rises by US$14 million
and an equivalent US$14 million asset is recognised in debtors (1 April 2004
adjustment US$14 million). The full adoption of IAS32 and 39 as at 1 April 2005
will not change this position materially.

In addition, exchange differences arising on the translation of IFRS adjustments
to net assets, together with differences between IFRS income statement
adjustments translated at average and closing rates, are shown as a movement in
shareholders' funds.

(p)  Prepaid interest

Under UK GAAP, prepaid interest is included as part of prepayments in debtors on
the face of the balance sheet.

Under IFRS, prepaid interest is recognised as part of the debt balance to which
it is related. Therefore, prepaid interest is reallocated to current and
non-current liabilities in the same manner.

(q)  Spare parts

Spare parts previously held in inventory under UK GAAP have been reallocated to
tangible fixed assets under IFRS where the part is deemed to be a major spare
part that will be in use for more than one year when installed.


Other Matters


Excise

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. Under UK GAAP, the group
therefore considered excise as a cost to the group and reflected it as a
production cost and consequently any excise that is recovered in the sale price
is included in revenue. The group believes the current UK GAAP treatment of
excise within revenue continues to be appropriate under IFRS. Therefore, no IFRS
adjustment has been made to revenue. The matter will be kept under review.


IFRS RESTATEMENT                      8


Segmental analysis

Under IFRS, the group will continue to report on a regional segmental basis
(refer to table 2). Following the acquisition in December 2004 of the remaining
shares in ABI, a programme of work has begun to establish and leverage the
benefits from the combination of our beverage businesses in South Africa.
Results for South Africa Beverages are now shown as one segment.

In addition to statutory requirements under IFRS, the group will present an
operating profit/EBIT measure on a segmental basis which will include associates
in the same format as subsidiaries, before interest, tax and minority interests,
to allow for consistent comparison of results across segments.

Under IFRS, share-based payments are allocated on a segmental basis. This was
not the case under UK GAAP.


Earnings per share (EPS)

Under both UK GAAP and IFRS, basic earnings per share is derived from the
earnings attributable to ordinary shareholders divided by the average number of
ordinary shares in issue during the period (excluding shares held by employee
share trusts and by Safari Ltd).

Under both UK GAAP and IFRS, adjusted earnings per share uses the same number of
shares with profit adjusted to exclude the impact of amortisation, capital items
and other one-off items.


Cash and cash equivalents


Under UK GAAP, the cash flow statement presents changes in cash.

Under IFRS, the cash flow statement presents changes in cash and cash
equivalents (certain short-term highly liquid investments that are readily
convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value).

Although the format of the cash flow statement will change under IFRS, and net

debt will change to reflect prepaid interest, cash flows are unaffected. A full
reconciliation of net debt will continue to be provided.


Financial instruments

IAS32 and IAS39 on financial instruments will be applied prospectively from 1
April 2005.  Consequently the restated figures for the 2005 financial year (1
April 2004 - 31 March 2005) do not reflect the impact of these standards.

These are complex standards and are continuing to change. On the current
understanding of IAS32 and IAS39, it is expected that the main implication of
applying these standards in the 2006 financial year will be as follows:

     (i)  The group uses derivative financial instruments to hedge its exposure
          to foreign exchange and interest rate risks arising from operational,
          financing and investment activities.  The group does not hold
          derivatives for trading purposes but under IFRS, if the tests for
          hedge accounting are not met, the derivatives are treated as if held
          for trading purposes.  For many derivatives used by the group it is
          possible to obtain hedge accounting or the implications of not doing
          so are not considered material.


IFRS RESTATEMENT                      9


     (ii) Under UK GAAP, the book value of derivative financial instruments
          (cross currency swaps and forward foreign exchange contracts) in
          respect of borrowings and short-term deposits was included in their
          carrying value on the balance sheet.

          Under IFRS, the fair value of these derivatives is shown separately on
          the balance sheet.

(iii) Available for sale investments will be marked to market with changes
          in value taken to equity and recycled to income when the investment is
          sold.  This is not expected to have a material impact on the group.


Although the 31 March 2005 balance sheet will not be restated to show the effect
of adopting IAS 32 and IAS 39, the balance sheet as at 1 April 2005 will be
restated to show the effect of retrospective application of these standards.
This will be provided in the publication of the first half result for 2006.


IFRS RESTATEMENT                      10


1. The effect of the change to IFRS on the income statement for the year ended
31 March 2005 is as follows:

              Reported  Goodwill        Post-       Share-   Associates  Agricultural  Deferred     Reclass-   Restated
             (UK GAAP)             retirement        based                                        ifications     (IFRS)
               audited               benefits     payments                     assets  taxation               unaudited
                             (a)   (b) 1  (b) 2        (c)    (d)    (e)          (f)       (g)          (h)
                  US$m      US$m    US$m    US$m      US$m   US$m   US$m         US$m      US$m         US$m       US$m

Revenue         14,543         -       -       -         -      -      -            -         -            -     14,543
(including
share of
associates'
revenue)
Less: share    (1,642)         -       -       -         -      -      -            -         -            -    (1,642)
of
associates'
revenue

Group revenue   12,901         -       -       -         -      -      -            -         -            -     12,901
Net operating (11,152)       351     (4)     104       (6)      -      -          (2)         -          355   (10,354)
costs

Group            1,749       351     (4)     104       (6)      -      -          (2)         -          355      2,547
operating
profit
Share of profit    246        15       -       -         -  (115)    (9)            -         -           11        148
of associates
post interest,
tax and
minority
interests
Exceptional        366         -       -       -         -      -      -            -         -        (366)          -
items

Profit on        2,361       366     (4)     104       (6)  (115)    (9)          (2)         -            -      2,695
ordinary
activities
before interest
and taxation

Net interest     (167)         -       -       -         -     24      -            -         -            -      (143)
payable

Profit on        2,194       366     (4)     104       (6)   (91)    (9)          (2)         -            -      2,552
ordinary
activities
before taxation

Taxation on      (850)         -       1    (41)         -     74      -            -       (7)            -      (823)
profit on
ordinary
activities

Profit on        1,344       366     (3)      63       (6)   (17)    (9)          (2)       (7)            -      1,729
ordinary
activities
after taxation

Attributable to  (203)      (22)       -       -         -     17      -            -         -            -      (208)
minority
interests

Attributable     1,141       344     (3)      63       (6)      -    (9)          (2)       (7)            -      1,521
to
the group

Reconciliation
to adjusted
earnings
Profit for the   1,141       344     (3)      63       (6)      -    (9)          (2)       (7)            -      1,521
financial year

Amortisation of    366     (366)       -       -         -      -      -            -         -            -          -
goodwill
Impairment           9         -       -       -         -      -      -            -         -            -          9
costs
Net profit on    (343)         -       -       -         -      -      -            -         -            -      (343)
disposal of
assets
Brewery closure     20         -       -       -         -      -      -            -         -            -         20
costs
Associates'       (11)         -       -       -         -      -      -            -         -            -       (11)

share of profit
on disposal of
assets
IFRS                 -         -       -   (104)         -      -      -            -         -            -      (104)
adjustments
Tax effects on      30         -       -      41         -      -      -            -         -            -         71
the above items
Minority          (31)        22       -       -         -      -      -            -         -            -        (9)
interests'
share of the
above items
Headline         1,181         -     (3)       -       (6)      -    (9)          (2)       (7)            -      1,154
earnings
Integration/        32         -       -       -         -      -      -            -         -            -         32
reorganisation
costs
South African       38         -       -       -         -      -      -            -         -            -         38
STC on
non-recurring
dividend

Adjusted         1,251         -     (3)       -       (6)      -    (9)          (2)       (7)            -      1,224
earnings


The presentation of the IFRS information on this page and those that follow is
not fully in accordance with IAS 1 (Presentation of Financial Statements) and
has been presented to give an indication of changes in results under IFRS from
previous UK GAAP equivalents and not an exact representation of how restated
IFRS results will be presented in the future.


IFRS RESTATEMENT                      11


2. The effect of the change to IFRS on the income statement for the year ended
   31 March 2005 is as follows:


Segmental Analysis


                            EBIT Amortisation     EBITA  Post-retirement  Share-based Associates Agricultural      EBIT
                       reported                reported     benefits         payments                  assets  restated
                             (UK              (UK GAAP)                                                          (IFRS)
                           GAAP)                                                                              unaudited
                         audited
                                                           (b) 1    (b) 2         (c)        (e)          (f)
                            US$m         US$m      US$m     US$m     US$m        US$m       US$m         US$m      US$m

North America               261          236       497       (7)       -          (3)         -            -       487

Central America              48           43        91        -        -           -          -           (1)       90

Europe                      419           64       483        -        -          (1)         -            -       482

Africa and Asia             363           21       384        -        -          (1)         -            -       383
Associates' share*         (121)         (13)     (134)       -        -           -          -            -      (134)
                            242            8       250        -        -          (1)         -            -       249

South Africa Beverages      958            -       958        3        -          (4)         -           (1)      956
Associates' share*          (50)           -       (50)       -        -           -          -            -       (50)

Beer South Africa           708            -       708        3        -          (2)         -          (1)       708
Other Beverage              250            -       250        -        -          (2)         -            -       248
Interests
Associates' share*          (50)           -       (50)       -        -           -          -            -       (50)
                            908            -       908        3        -          (4)         -          (1)       906

Hotels and Gaming            79            2        81        -        -           -         (8)           -        73
Associates' share*          (79)          (2)      (81)       -        -           -          8            -       (73)
                              -            -         -        -        -           -          -            -         -

Corporate                   (85)           -       (85)       -        -           3          -            -       (82)

Group - excluding         2,043          366     2,409       (4)       -          (6)        (8)          (2)    2,389
exceptional items
Associates' share*         (250)         (15)     (265)       -        -           -          8            -      (257)
                          1,793          351     2,144       (4)       -          (6)         -           (2)    2,132

One-off items               (48)       366(^)      318        -      104           -          -            -       422

Group - including         1,995          732     2,727       (4)     104          (6)        (8)          (2)    2,811

exceptional items
Associates' share*         (246)         (26)     (272)       -        -           -          8            -      (264)

                          1,749          706     2,455       (4)     104          (6)         -           (2)    2,547


Statutory information presented from 30 September 2005 onwards will disclose the
group's share of post-tax and minority results of associates on the face of the
income statement and in the analysis of group EBIT in the segmental disclosures.

*The results above include associates' profit before interest (US$24 million),
tax (US$75 million) and minority interests (US$17 million) which allows for
consistent comparison of results across the segments. When these items are
deducted from the group results of US$2,811 million above, the group profit
before interest and tax is US$2,695 million, as stated in the income statement.

(^)Reclassification of one-off items into operating profit.


IFRS RESTATEMENT                      12

3. The effect of the change to IFRS on the balance sheet as at 1 April 2004
(opening IFRS balance sheet) is as follows:

             Reported       Post-  Associates  Agricultural   Deferred  Dividends    Reclass-        Other     Restated
            (UK GAAP)  retirement                    assets   taxation              ifications                   (IFRS)
              audited    benefits                                                                             unaudited

                            (b) 1         (e)           (f)        (g)        (i)  (j) (k) (l) (m) (n) (o) (p)      (q)
                 US$m        US$m        US$m          US$m       US$m       US$m             US$m     US$m        US$m
Fixed assets
Intangible      6,513           -           -             -          -          -               94        -       6,607
assets
Tangible        3,758           -           -             5          -          -              (94)       3       3,672
assets
Investments in    928           -           1             -          -          -                -        -         929
associates
Trade and           -           -           -             -          -          -               70        -          70
other debtors
Other             284           -           -             -          -          -                -        -         284
investments
Deferred tax        -          79           -             -        (54)         -              107        -         132
asset
               11,483          79           1             5        (54)         -              177        3      11,694

Current assets
Inventories       599           -           -            (2)         -          -                -       (3)        594
Trade and       1,035           4           -             -          -          -             (177)      (7)        855
other debtors
Investments        31           -           -             -          -          -              (31)       -           -
Cash and cash     651           -           -             -          -          -               31        -         682
equivalents
                2,316           4           -            (2)         -          -             (177)     (10)      2,131

Current
liabilities
Creditors due  (2,783)         42           -             -          -        289                -       10      (2,442)
within one
year
Provisions          -           -           -             -          -          -              (42)       -         (42)
               (2,783)         42           -             -          -        289              (42)      10      (2,484)

Net current      (467)         46           -            (2)         -        289             (219)       -        (353)
liabilities

Non-current
liabilities
Interest       (3,094)          -           -             -          -          -                -        -      (3,094)
bearing
creditors
Provisions       (866)       (205)          -             -          -          -              208       (3)       (866)
Deferred tax        -           -           -             -        (54)         -             (166)      (1)       (221)
liabilities
Other             (72)          -           -             -          -          -                -        -         (72)
liabilities
               (4,032)       (205)          -             -        (54)         -               42       (4)     (4,253)


Net assets      6,984         (80)          1             3       (108)       289                -       (1)      7,088

Capital and
reserves
Shareholders'   6,165         (80)          1             2        (94)       269                -       (1)      6,262
funds
Equity            819           -           -             1        (14)        20                -        -         826
minority
interests

Total equity    6,984         (80)          1             3       (108)       289                -       (1)      7,088


IFRS RESTATEMENT                      13


4. The effect of the change to IFRS on the balance sheet as at 31 March 2005 is
as follows:

             Reported  Goodwill     Post-   Associates  Agricult-   Deferred Dividends   Reclass-     Other    Restated
            (UK GAAP)          retirement                    ural                      ifications                (IFRS)
              audited            benefits                  assets   taxation                                  unaudited

                            (a)     (b) 1          (e)        (f)        (g)       (i) (j)(k)(l)(m) (n)(o)(p)(q)
                 US$m      US$m      US$m         US$m       US$m       US$m      US$m       US$m       US$m       US$m
Fixed assets
Intangible      6,822       351         -            -          -          -         -        111         19      7,303
assets
Tangible        4,162         -         -            -          4          -         -       (111)         1      4,056
assets
Investments     1,116        15         -           (6)         -          -         -          -          -      1,125
in associates
Trade and           -         -         -            -          -          -         -         54          -         54
other debtors
Other             187         -         -            -          -          -         -          -          -        187
investments
Deferred tax        -         -       123            -          -        (54)        -         84          -        153
asset
               12,287       366       123           (6)         4        (54)        -        138         20     12,878

Current
assets
Inventories       634         -         -            -         (2)         -         -          -         (5)       627
Trade and       1,164         -         -            -          -          -         -       (138)       (18)     1,008
other debtors
Investments       689         -         -            -          -          -         -       (689)         -          -
Cash and cash     454         -         -            -          -          -         -        689          -      1,143
equivalents
                2,941         -         -            -         (2)         -         -       (138)       (23)     2,778

Current
Liabilities
Creditors due  (3,550)        -        42            -          -          -       349          -         22     (3,137)
within one
year
Provisions          -         -         -            -          -          -         -        (62)         -        (62)
due within
one year
               (3,550)        -        42            -          -          -       349        (62)        22     (3,199)


Net current      (609)        -        42            -         (2)         -       349       (200)        (1)      (421)
liabilities

Non-current
liabilities
Interest       (2,526)        -         -            -          -          -         -          -          1     (2,525)
bearing
creditors
Provisions       (796)        -      (312)           -          -          -         -        184         (3)      (927)
Deferred tax        -         -         -            -          -        (65)        -       (122)        (1)      (188)
liabilities
Other             (53)        -         -            -          -          -         -          -          -        (53)
liabilities
               (3,375)        -      (312)           -          -        (65)        -         62         (3)    (3,693)

Net assets      8,303       366      (147)          (6)         2       (119)      349          -         16      8,764

Capital and
reserves
Shareholders'   7,665       344      (147)          (6)         1       (115)      329          -         15      8,086
funds
Equity            638        22         -            -          1         (4)       20          -          1        678
minority
interests

Total equity    8,303       366      (147)          (6)         2       (119)      349          -         16      8,764


IFRS RESTATEMENT                 14


5. The effect of the change to IFRS on the income statement for the six months
   ended 30 September 2004 is as follows:

              Reported   Goodwill      Post-    Share-  Associates  Agricultural  Deferred    Reclass-   Restated
             (UK GAAP)            retirement     based                                       ifications     (IFRS)
               audited              benefits  payments                    assets  taxation              unaudited

                              (a)      (b) 1       (c)   (d)    (e)          (f)        (g)
                  US$m      US$m        US$m      US$m  US$m   US$m         US$m      US$m         US$m      US$m
Revenue          7,178        -            -         -     -      -            -        -             -     7,178
(including
share of
associates'
revenue)
Less: share of    (735)       -            -         -     -      -            -        -             -      (735)
associates'
revenue

Group revenue    6,443        -            -         -     -      -            -        -             -     6,443
Net operating   (5,625)     173           (3)       (2)    -      -           (1)       -           335    (5,123)
costs

Group              818      173           (3)       (2)    -      -           (1)       -           335     1,320
operating
profit
Share of           123        8            -         -   (55)    (5)           -        -            11        82
profit of
associates
post interest,
tax and
minority
interests

Exceptional        346        -            -         -    -       -            -        -           (346)        -
items

Profit on        1,287      181           (3)       (2)  (55)    (5)          (1)       -              -     1,402
ordinary
activities
before
interest and
taxation

Net interest       (91)       -            -         -     13      -           -        -              -       (78)
payable

Profit on        1,196      181           (3)       (2)   (42)    (5)         (1)       -              -     1,324
ordinary
activities
before
taxation

Taxation on       (397)       -            2         -     32      -           -       (2)             -      (365)
profit on
ordinary
activities

Profit on          799      181           (1)       (2)   (10)    (5)         (1)      (2)             -       959
ordinary
activities
after taxation

Attributable      (100)     (11)           -         -     10      -           -        -              -      (101)
to minority
interests

Attributable       699      170           (1)       (2)     -     (5)         (1)      (2)             -       858
to the group


Reconciliation
to adjusted
earnings
Profit for the     699      170           (1)       (2)     -     (5)         (1)      (2)             -       858
financial year

Amortisation       181     (181)           -         -      -      -           -        -              -         -
of goodwill
Net profit on     (330)       -            -         -      -      -           -        -              -      (330)
disposal of
assets
Brewery             23        -            -         -      -      -           -        -              -        23
closure costs
Associates'        (11)       -            -         -      -      -           -        -              -       (11)
share of
profit on
disposal of
assets
Tax effects on      31        -            -         -      -      -           -        -              -        31
the above
items
Minority           (10)      11            -         -      -      -           -        -              -         1
interests'
share
Headline           583        -           (1)       (2)     -     (5)         (1)      (2)             -       572
earnings

Adjusted           583        -           (1)       (2)     -     (5)         (1)      (2)             -       572
earnings


IFRS RESTATEMENT                      15


6. The effect of the change to IFRS on the income statement for the six months
   ended 30 September 2004 is as follows:


Segmental Analysis

                           EBIT Amortisation      EBITA            Post-      Share- Associates  Agricultural      EBIT
                      reported                reported        retirement       based                   assets  restated
                            (UK               (UK GAAP)         benefits    payments                             (IFRS)
                          GAAP)                                                                               unaudited
                        audited
                                                                   (b) 1         (c)        (e)           (f)
                           US$m        US$m       US$m             US$m        US$m       US$m          US$m      US$m
North America              189          117        306               (3)         (2)         -             -       301

Central America             15           22         37                -           -          -            (1)       36

Europe                     270           30        300                -          (1)         -             -       299

Africa and Asia            168           11        179                -           -          -             -       179
Associates' share*         (73)          (7)       (80)               -           -          -             -       (80)
                            95            4         99                -           -          -             -        99

South Africa               317            -        317                -          (1)        (1)            -       315
Beverages
Associates' share*         (18)           -        (18)               -           -          1             -       (17)

Beer South Africa          249            -        249                -          (1)         -             -       248
Other Beverage              68            -         68                -           -         (1)            -        67
Interests
Associates' share*         (18)           -        (18)               -           -          1             -       (17)
                           299            -        299                -          (1)         -             -       298

Hotels and Gaming           32            1         33                -           -         (4)            -        29
Associates' share*         (32)          (1)       (33)               -           -          4             -       (29)
                             -            -          -                -           -          -             -         -

Corporate                  (31)           -        (31)               -           2          -             -       (29)

Group - excluding          960          181      1,141               (3)         (2)        (5)           (1)    1,130
exceptional items
Associates' share*        (123)          (8)      (131)               -           -          5             -      (126)
                           837          173      1,010               (3)         (2)         -            (1)    1,004

One-off items              (19)       346)(^)       327                -           -          -             -       327

Group - including          941          527      1,468               (3)         (2)        (5)           (1)    1,457
exceptional items
Associates' share*        (123)         (19)      (142)               -           -          5             -      (137)

                           818          508      1,326               (3)         (2)         -            (1)    1,320


*The results above include associates' profit before interest (US$13 million),
tax (US$32 million) and minority interests (US$10 million) which allows for
consistent comparison of results across the segments. When these items are
deducted from the group results of US$1,457 million above, the group profit
before interest and tax is US$1,402 million, as stated in the income statement.

(^)Reclassification of one-off items into operating profit.


IFRS RESTATEMENT                   16


7. The effect of the change to IFRS on the balance sheet as at 30 September 2004
is as follows:

             Reported  Goodwill     Post-   Associates  Agricult-   Deferred Dividends   Reclass-     Other    Restated
            (UK GAAP)          retirement                    ural                      ifications                (IFRS)
              audited            benefits                  assets   taxation                                  unaudited

                            (a)     (b) 1          (e)        (f)        (g)       (i) (j)(k)(l)(m) (n)(o)(p)(q)
                 US$m      US$m      US$m         US$m       US$m       US$m      US$m       US$m       US$m       US$m

Fixed assets
Intangible      6,387       173         -            -          -          -         -        100          4      6,664
assets
Tangible        3,835         -         -            -          4          -         -       (100)         4      3,743
assets
Investments     1,041         8         -           (4)         -          -         -          -          -      1,045
in associates
Trade and           -         -         -            -          -          -         -         53          -         53
other debtors
Other             170         -         -            -          -          -         -          -          -        170
investments
Deferred tax        -         -        79            -          -        (54)        -         85          -        110
asset
               11,433       181        79           (4)         4        (54)        -        138          8     11,785

Current
assets
Inventories       607         -         -            -         (2)         -         -          -         (4)       601
Trade and       1,155         -         -            -          -          -         -       (138)       (17)     1,000
other debtors
Investments       379         -         -            -          -          -         -       (379)         -          -
Cash and cash     900         -         -            -          -          -         -        379          -      1,279
equivalents
                3,041         -         -            -         (2)         -         -       (138)       (21)     2,880

Current
Liabilities
Creditors due  (2,793)        -        42            -          -          -       144          -         22     (2,585)
within one
year
Provisions          -         -         -            -          -          -         -        (86)         -        (86)
               (2,793)        -        42            -          -          -       144        (86)        22     (2,671)

Net current       248         -        42            -         (2)         -       144       (224)         1        209
liabilities

Non-current
liabilities
Interest       (3,173)        -         -            -          -          -         -           -        4      (3,169)
bearing
creditors
Provisions       (668)        -      (205)           -          -          -         -          86       (8)       (795)
Deferred tax     (168)        -         -            -          -        (55)        -           -       (1)       (224)

liabilities
Other             (63)        -         -            -          -          -         -           -        -         (63)
liabilities
               (4,072)        -      (205)           -          -        (55)        -          86       (5)     (4,251)


Net assets      7,609       181       (84)          (4)         2       (109)      144           -        4       7,743

Capital and
Reserves
Shareholders'   6,775      170        (84)          (4)         1        (95)      143           -        4       6,910
funds
Equity            834       11          -            -          1        (14)        1           -        -         833
minority
interests

Total equity    7,609      181             (84)        (4)            2     (109)      144        -        4      7,743


IFRS RESTATEMENT                      17

The financial information in this report does not constitute statutory accounts
within the meaning of s240 of the Companies Act 1985 (as amended).


Enquiries
                    SABMiller plc                           Tel:   +44 20 7659 0100
Sue Clark           Director of Corporate Affairs           Tel:   +44 20 7659 2184
Gary Leibowitz      Vice President, Investor Relations      Tel:   +44 20 7659
2119
Nigel Fairbrass     Head of Media Relations                 Tel:   +44 20 7659 2105

             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 264103


This presentation 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 an inducement to enter into investment activity
in any jurisdiction.

The information contained in this presentation has not been independently
verified. No representation or warranty express or implied is made as to and no
reliance should be placed on, the fairness, accuracy, completeness or
correctness of the information or the opinions contained herein. None of the
Company or any of its respective affiliates shall have any liability whatsoever
(in negligence or otherwise) for any loss howsoever arising from any use of this
presentation or its contents or otherwise arising in connection with the
presentation.

This presentation 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 presentation, 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 presentation.
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.


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            The company news service from the London Stock Exchange
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