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SABMiller PLC - Preliminary Announcement

RNS Number:1757D
SABMiller PLC
18 May 2006


Preliminary Announcement



                     Strong growth profile drives earnings



London and Johannesburg, 18 May 2006. SABMiller plc today announces its
preliminary (unaudited) IFRS results for the year to 31 March 2006. Highlights
are:


                                                                                             2006       2005     %
                                                                                             US$m       US$m   change



Revenue (a)                                                                                15,307     12,901    19%

EBITA (b)                                                                                   2,941      2,389    23%

Adjusted profit before tax (c)                                                              2,626      2,222    18%

Profit before tax                                                                           2,453      2,552    (4%)
(including net exceptional credits of US$415 million in prior year)

Adjusted earnings (d)                                                                       1,497      1,224    22%

Adjusted earnings per share (d)
- US cents                                                                                  109.1      101.0     8%
- US cents on a comparable basis (see note 5)                                               109.1       98.4    11%
- UK pence (up 12%)                                                                          61.0       54.7
- SA cents (up 11%)                                                                         699.2      628.2



Basic earnings per share (US cents)                                                         105.0      125.5   (16%)

Dividends per share (US cents)                                                               44.0       38.0    16%

Net cash generated from operations                                                          3,291      2,792    18%




*   Group lager volumes up 19% to 176 million hectolitres (hl), organic growth 
    of 5%

*   New growth platform in South America through Bavaria

*   Growth in Europe continues with market share gains and mix improvements
*   South African profit increase driven by premium sales growth

*   Volume growth in China supports good Africa and Asia contribution

*   Resilient performance by Miller despite intense competitive pricing
environment

*   Strong cash flows support dividend increase of 16%


(a)   Revenue excludes the attributable share of associates' revenue of US$1,774
million (2005: US$1,642 million).

(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. EBITA is used throughout the
preliminary announcement.

(c)   Adjusted profit before tax comprises EBITA less net finance costs of
US$299 million (2005: US$143 million), and share of associates' net finance
costs of US$16 million (2005: US$24 million).

(d)    A reconciliation of adjusted earnings to the statutory measure of profit
attributable to equity shareholders is provided in note 5.




                                                                   Organic,
                                        2006        Reported       constant
                                       EBITA          growth       currency
                                        US$m               %         growth
                                                                          %
    North America                       454              (7)            (7)
    Latin America (1)                   436             385            (12)
    Europe                              569              18             14
    Africa and Asia                     422              10             11
    South Africa: Beverages           1,062              11             14
    South Africa: Hotels and             84              14             18
Gaming
    Corporate                           (86)              -              -
    Group                             2,941              23              9

(1) Organic, constant currency growth relates only to Central America
and excludes Bavaria. Reported results include Bavaria from 12 October
2005.



Statement from Meyer Kahn, Chairman



"This was another year of good growth in volumes, margins and earnings
reflecting the growth profile that the group has built over the years. Our track
record reflects well-judged acquisitions and investments, successful integration
and subsequent operational improvements.



"It was also a year of strategic progress for the group as it completed the
initial turnaround of Miller notwithstanding the challenging market conditions.
The group has continued to improve its access to long term growth markets,
establishing a major new platform in South America through the Bavaria
transaction, whilst making further significant investments in China, India and
Vietnam.



"SABMiller now has a stronger global portfolio of businesses and brands.
Looking forward a key focus will be on ensuring that we continue to nurture and
build brands which are the first choice of consumers."




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

Philip Gawith          The Maitland Consultancy Ltd                                        Tel: +44 20 7379 5151

         A live webcast of the management presentation to analysts will begin at
9.30am (BST) on 18 May 2006.
This announcement, a copy of the slide presentation and video interviews with
management are available on the SABMiller
 plc website at http://www.sabplc.com/ . Video interviews with management can
also be found at http://www.cantos.com/.

High resolution images are available for the media to view and download free of
charge from http://www.vismedia.co.uk/

Copies of the press release and the 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





CHIEF EXECUTIVE'S REVIEW



Business review



After two years of outstanding results, we have completed another twelve months
of good performance with the group also continuing to access and develop new
long term growth positions in the global beer market.  Our portfolio of
developed and developing market operations generated organic growth in overall
lager volumes of 5% and in EBITA growth of 9% on a constant currency basis. The
group EBITA margin increased to 17.2%, an 80 basis point improvement over the
prior year.



Overall, these strong results demonstrate SABMiller's superior growth profile
and exposure to attractive beer and soft drinks markets, with total beverage
volumes up by 5% on an organic basis, and 18% above last year on a reported
basis at 221 million hl.  Total lager volumes were 176 million hl.  We saw
particularly strong lager volume growth from Europe and China, and a strong
earnings contribution from South Africa where despite a subdued volume
performance our efforts to expand our premium brand offering are improving mix.
Our new businesses in South America are trading in line with our expectations,
and despite a challenging pricing environment our Miller business is benefiting
from the investment made during the three-year turnaround.



The group has continued to enter new markets to strengthen further its existing
positions through additional acquisitions and investments.  During the period
the group purchased the balance of its joint venture, Shaw Wallace Breweries, in
India; announced its first move into Vietnam through a local joint-venture;
completed its agreement in Slovakia to buy into the brewer, Topvar a.s.
(Topvar); and made further acquisitions through its Chinese associate in the
provinces of Anhui and Fujian.  Following its entry into South America in
October 2005, the group has carried out further purchases of shares in Bavaria
S.A. (Bavaria) in Colombia, and Union de Cervecerias Peruanas Backus y Johnston
S.A.A. (Backus) in Peru. The group has also increased its investment in Latin
America by acquiring the minorities in Central America. In the UK, we launched a
new operating company called Miller Brands to manage the sales, marketing and
distribution of our key international premium brands in the UK market.



Net cash generated from operations was 18% above the prior year, reflecting the
overall strength of the trading performance and our strong cash characteristics.
The group's gearing increased at the year-end to 52.1% from last year's 25.2%,
principally as a result of the increase in debt following the Bavaria
transaction in South America.



The board has proposed a final dividend of 31 US cents per share, making a total
of 44 US cents per share for the year, an increase of 16% over the prior year.
The dividend is covered 2.5 times by adjusted earnings per share.



North America

Miller has concluded its initial three-year turnaround programme and all aspects
of its business have been substantially re-shaped to ensure it is a more able
and vigorous competitor in the US market, evidence of which is continued growth
of Miller Lite.  Against this, the industry pricing environment has deteriorated
over the past twelve months following sustained levels of discounting. Commodity
costs, such as that for aluminium, have risen significantly.  Within this
context, Miller maintained firmer year-on-year pricing than its domestic
competitors to protect its brand equity. Domestic sales to retailers (STRs)
decreased by 1.0% over the year whilst EBITA fell 7%.



Latin America

For the period from 12 October 2005 to 31 March 2006, the South America business
has performed in line with our expectations, with lager volumes for a pro forma
six months to 31 March 2006 up 7.5% to 15.3 million hl.  The Andean region has
continued to experience positive economic conditions, with Colombia and Peru in
particular showing strong GDP growth.  We have completed initial reviews of all
the businesses in the Bavaria group and an integration programme is being
rolled-out. Priority will be given to new portfolio and channel marketing
strategies.  In Central America, CSD volumes were 6% above the prior year but
beer volumes continued to be adversely impacted by last year's significant
increase in excise tax in El Salvador.



Europe

Europe delivered another excellent performance. Lager volumes were up by 5% on
an organic basis and this growth was driven principally by Poland, Romania and
Russia.  In Poland, our volumes grew well ahead of the market at 11%, benefiting
from a number of new product launches and pack innovations. Overall market share
increased to an estimated 37.5%. In Russia volumes were up 14%, twice the growth
of the market and our Czech beer, Kozel, grew 55% to become the largest licensed
brand in Russia. Additional capacity has been installed in Russia and plans are
in place to expand the Kaluga brewery's annual capacity to six million hl. Our
Czech business increased its market share, and drove strong EBITA margin
improvements from production efficiencies. Volumes grew 5% in Romania on an
organic basis where we are now expanding capacity, and in Italy our Birra Peroni
branded volumes were up 1%, leading to an improvement in profitability.



Africa and Asia

Africa and Asia continued its strong volume growth, with our associate CR Snow
in China maintaining its excellent first half performance with volumes up 17%
for the year on an organic basis.  The Snow brand grew 52% to 17.3 million hl,
and is now China's number one brand by volume.  In Africa, the continuing
devaluation of the Pula negatively impacted clear beer and CSD volumes in
Botswana, but the business portfolio benefited from strong underlying growth in
Mozambique, Tanzania and Uganda, driven by good economic fundamentals and
improved product availability.  Our clear sorghum beers, Eagle and Eagle Extra,
which were developed with the participation of local cereal farmers, have
contributed to the 39% increase in volumes in Uganda.  Reported Africa lager
volume growth was 3%.



South Africa: Beverages

Lager and soft drinks continued their positive volume growth trends, despite the
absence of an Easter period.  However, buoyant first half volume growth was
followed by cooler weather and slower wage growth in the second half, leaving
lager volumes up 1% on a comparable basis.  Our premium brands, which include
the new 660 ml packs for Miller Genuine Draft and Brutal Fruit, grew by 45% and
our share of the premium segment increased to almost 80%.  Total soft drinks
volumes increased by 5%, driven by strong growth in non-CSD beverages.  This
positive sales volume performance in both lager and soft drinks, combined with
the favourable mix benefits afforded by the growth of our premium portfolio,
contributed to a good increase in constant currency EBITA.



Outlook

The 2006 results represent a year of good performance following two years of
outstanding growth. The group's global footprint and its portfolio of businesses
and brands, which have been enhanced by the Bavaria transaction, position it
well to make further progress in the current year.





Operational review



North America


                                                              2006           2005
Financial summary                                             US$m           US$m              %

Revenue                                                      4,912          4,892             -

EBITA*                                                         454            487            (7)

EBITA margin (%)*                                              9.3           10.0

Sales volumes (hl 000)
- Lager   - excluding contract brewing                      47,059         47,380            (1)
          - contract brewing                                10,246         10,583            (3)
- Carbonated soft drinks (CSDs)                                 74             75            (1)

Lager - domestic sales to retailers (STRs)                  43,964         44,380            (1)




* In 2005 before exceptional credits of US$111 million being a US$104 million
gain in relation to changes to post-retirement plans, an exceptional profit on
the sale of Tumwater brewery of US$4 million, Tumwater brewery closure costs
reversal of US$1 million and integration and restructuring cost reversal of US$2
million.



Miller has successfully completed its initial three-year turnaround programme,
continued growth in its flagship Miller Lite brand and established a platform
for sustained future growth.

Despite headwinds earlier in the year and market share gains by the spirits and
wine industries in the total alcoholic beverage market, the US beer industry
improved late in the fiscal year to finish with domestic shipments to
wholesalers (STWs) up 1.2% and sales to retailers (STRs) up some 1% for the full
year.  STRs for the major domestic brewers were up by 0.2%. However, Miller's
primary competitor eliminated its long-held price premiums in a number of market
segments, driving pricing down across the industry. In this context, as Miller
maintained firmer year-on-year pricing than its domestic competitors, Miller's
STRs decreased by 1.0% in the reporting period, while Miller's domestic STWs
declined by 0.1%.  Export sales continued to be depressed by difficult trading
conditions in key markets, and contract brewing volumes decreased by 3.2%
compared to the prior year.

Although cycling strong prior year volume growth and facing aggressive
competitor discounting, Miller Lite continued its 30-month resurgence, posting
low single-digit growth for the fiscal year and demonstrating sustained consumer
equity.  Marketing for Miller Lite, which emphasises its intrinsic strengths,
together with significant investment in on-premise activities, has been
successful in maintaining continuing momentum for the brand.

Increased marketing investment to revitalise the Miller High Life and
Milwaukee's Best Light franchises mitigated the impact of price pressure on its
key economy segment brands, such that the decline of these was limited to low
single-digit rates. Miller Genuine Draft (MGD) was re-launched late in the
fourth quarter with a new positioning targeted at "mainstream sophisticate"
consumers seeking to trade up to affordable luxury.  A comprehensive new
marketing campaign has been deployed including new graphics, packaging,
advertising, point-of-sale targeting and promotional activities.



Miller has commenced a significant programme in support of the marketing and
selling of its international worthmore brands. Peroni Nastro Azzurro recorded
impressive results in its launch year while Pilsner Urquell's growth has
continued.



Total revenue grew by 0.4% to US$4,912 million, while US domestic revenue
excluding contract brewing increased by 1.0%. These increases were driven by
front-line pricing, partially offset by higher price promotions.  Favourable
brand mix resulting from the improvement in Miller Lite sales was partially
offset by unfavourable pack and geographic mix. Contract brewing revenues
increased as a result of favourable mix impacts and despite volume declines.



Miller continued to extract operational efficiencies in its breweries and
realise cost savings on brewing materials, waste reduction and procurement.
These gains were more than offset by significantly higher aluminium, fuel and
energy costs, resulting in an increase in domestic costs of goods sold per
hectolitre slightly below the US Consumer Price Index.  Efforts to improve the
management of health care and retirement costs began to produce positive results
in the reporting period.



In the face of these challenges, Miller continued to invest in the
organisational capabilities necessary to drive future growth.  The acquisition
of new marketing talent, development of specialised sales forces, and increased
promotional and alliance marketing programmes resulted in an increase in
marketing costs despite continued marketing efficiency savings.



EBITA for the year of US$454 million was 7% lower than in the prior year, driven
by the highly competitive pricing environment and higher commodity, fuel and
energy costs. EBITA margin decreased to 9.3%. Miller is entering a new phase of
its business strategy with an emphasis on stepping up its organisational and
management capabilities and creating a strong and highly differentiated
portfolio of brands capable of capturing consumer preference. New marketing
campaigns for Miller Lite recently debuted with the aim of retaining core users,
attracting new consumers and increasing the impact of the successful on-premise
activities of the past three years. With its comprehensive re-launch, Miller
will focus on stabilising the share of Miller Genuine Draft, and will continue
to invest in creating brand equity for the Miller High Life and Milwaukee's Best
franchises.  Finally, Miller will continue to maximise the long-term growth
potential of Peroni Nastro Azzurro and Pilsner Urquell at superior price points
with a new systemic focus on a differentiated approach to marketing and sales in
the international worthmore premium segment.



Given the significantly higher level of aluminium costs, uncertainty in the
pricing environment and Miller's commitment to invest in production, marketing
and sales capabilities to fuel future growth, both volume and profitability are
difficult to predict for the year ahead.  In this environment, short-term
fluctuations in both competitive price gaps and market segment share positions
are to be expected.  However, Miller remains confident that its brand-led,
consumer-focused approach will allow it to achieve sustainable growth over time.



Latin America


                                                  2005      Organic      Bavaria      Currency     2006
                                                             growth
Financial summary                                 US$m         US$m         US$m         US$m        US$m

Group revenue                                      521          18         1,634          (8)       2,165
(including share of associates)
                                                                3%
EBITA*                                              90         (10)          358          (2)         436
                                                              (12%)
EBITA margin (%)                                  17.2                      21.9                     20.1

Sales volumes (hl 000)
- Lager                                          1,828         (88)       14,423            -      16,163
                                                               (5%)
- Carbonated soft drinks (CSDs)                  5,622         324         1,389            -       7,335
                                                                6%
- Other beverages                                2,749         177         3,123            -       6,049
                                                                6%



* In 2006 before exceptional items of US$11 million being integration and
restructuring costs



Latin America includes the results of the operations in Central America as well
as those in South America for the period since the transaction involving Bavaria
was completed on 12 October 2005. Following the initial investment in a 71.42%
controlling effective interest in Bavaria, the group carried out further
purchases of shares in Bavaria and also in its subsidiary companies. At the year
end, the group held a 97.2% effective interest in Bavaria and had increased its
effective economic interest in Backus in Peru to 93.3%. During the year the
group also acquired the remaining 41.8% minority interest in the Central
American business.



The results of the South America operations have been included for the first
time. Since 12 October the units have performed according to our expectations at
the time of the transaction. The Andean region as a whole has continued showing
positive economic conditions with Colombia and Peru in particular experiencing
strong GDP growth. Lager volumes of 15.3 million hl for the 6 month period to
March 2006 were up by 7.5% over the comparable prior year period, while other
beverage volumes of 4.8 million hl (comprising malt beverages, carbonated soft
drinks, water and juices) were up by 10% over the same period.



In Colombia, total beverage volume increased by 5% with beer volumes growing by
6% over the 6 month period despite the loss of three days of sales because of
the "dry law" during the elections and the absence of an Easter period. Pricing
was raised some 5%, on average, in the period. The results include the impact of
initiatives that were already underway at the time of the transaction including
a broader focus on the Costenita brand, which included a new bottle, and the
relaunch of Poker and Aguila in parts of the country. Major marketing activities
have focused on trade initiatives such as refrigeration.



In Peru, the beer market grew in volume terms by 24%, however industry revenue
growth was only 9% as a competitor entered at a price discount to the market and
then subsequently implemented further aggressive price promotions. Our beer
volumes were up 12% over the six month period and our prices on average have
fallen. Nevertheless, in the final quarter, we held an approximate 92% national
beer market share and posted 15% growth in lager volumes over the prior year
comparable 3 month period. Our principal brand, Cristal, gained market share in
the final quarter, reaching 46% as compared to 41% in the previous quarter
reflecting focused promotion activity in Lima and Trujillo. Pilsen Callao
maintained its market share of 20% through focused promotional efforts in Callao
and in the jungle cities.



Profitability has benefited from the strong volume trends in Colombia together
with robust growth in Ecuador and Panama whilst in Peru the impact of the more
competitive environment has restricted profit growth.



In South America, one-time integration and restructuring costs of US$11 million
were incurred in the period under review and we expect further significant costs
in the next financial year as integration initiatives get fully underway. A
regional office and management team have been established in Bogota and the
outgoing chief executives in Colombia and Peru have been replaced by experienced
SABMiller executives.



We have completed market-mapping for the brand portfolios and segmentation
studies in each of the countries and will be completing our portfolio strategies
shortly. We have enhanced our marketing capabilities through the appointment of
specialist resources in the regional office and have separated marketing and
sales functions in Colombia and Peru. In the areas of trade marketing and
route-to-market we are customising a channel marketing approach using the best
methodologies sourced from around the group. The region's strategic commodity
requirements have been incorporated into the group's global procurement
arrangements to access scale benefits.



Although we believe Bavaria to have been well-managed and profitable,
significant opportunities exist in the South America operations to create
further value by leveraging SABMiller expertise in category leadership, brand
portfolio development, channel marketing, pricing management and the
introduction of best in class operating practices. We have reviewed current
operations in each of the countries and are refining our earlier broad estimates
of cost productivity and performance improvement opportunities. We are
structuring our findings into a prioritised integration programme, which will be
rolled out in the coming year, and remain confident that the value benefit
estimates for 2010 indicated at the time of the transaction will be met.



In Central America, performance in both El Salvador and Honduras was impacted by
hurricanes. Total volumes for the year were 4% above prior year with carbonated
soft drink volumes for the year at 6% above prior year, offsetting the decline
in lager volumes which were 5% below prior year.



Volume grew in Honduras despite the impact of heavy rains and Hurricane Gamma
during November 2005.  Lager volume grew by 1% and a number of price increases
were successfully implemented across the portfolio. Barena was launched to a
contemporary target consumer segment and Port Royal was relaunched with a new
bottle. Carbonated soft drink volumes grew by 3%, however overall CSD revenue
fell due to mix issues in response to continuing competitor activity. Marketing
investment grew significantly in support of Coca-Cola brands and increased
market activation in beer.



The trading environment in El Salvador continues to be difficult, with continued
economic slowdown, severe flooding and diminishing purchasing power.  Lager
volumes declined by 11%, following the excise tax increase in 2005 with the
consequent price increases leading to a contraction in the Salvadoran beer
market. In addition, a competitor entered the market in 2005 and whilst
initially gaining a market share of some 14%, this has fallen to 6% in the final
quarter. Carbonated soft drink volumes grew by 11% driven by a decrease in
market pricing levels.



Europe


                                                                 2006           2005
Financial summary                                                US$m           US$m              %

Revenue                                                         3,258          2,909             12

EBITA*                                                            569            482             18

EBITA margin (%)*                                                17.5           16.6

Sales volumes (hl 000)
- Lager                                                        35,664         33,669              6
- Lager organic                                                35,519         33,669              5




* In 2005 before exceptional items of US$51 million being Naples brewery closure
costs of US$35 million and restructuring costs in the Canary Islands of US$16
million.



Total volumes rose 6% (5% on an organic basis) with strong volume growth in
Poland, Russia and Romania. The business again produced excellent profit growth,
with EBITA up 18% (14% in organic constant currency). Margin growth benefited
from improved sales mix, as worthmore volumes rose by 12%, and increased
productivity.



In Poland, volumes were up 11% compared to market growth of 5% and our market
share improved to an estimated 37.5% for the year ended 31 March 2006. Several
novel fridge and rack designs with improved trade service levels, plus targeted
above-the-line advertising executions and enhanced point of sale material
assisted this performance. In the upper mainstream segment, Lech's momentum
continued with volume up 17%, and the first non-alcoholic variant of a major
domestic brand, Lech Free, was launched in March 2006. At the premium end Redd's
was up 12%, and two new flavoured variants, Redd's Red and Redd's Sun, were
introduced. Tyskie is stabilizing at 4.9 million hl, with a 17% share of the
total market. Growth was strong in the lower mainstream segment and our Zubr
brand grew by 48%. Further capacity has been installed in Poland bringing total
production capability to 12.5 million hl.



Improving product visibility and cold availability, expanding on-trade share and
key account presence, and further development of premium brand organisational
capabilities continue as major focus areas. Pricing remains constrained in the
industry and on average declined 3% in real terms, with Kompania Piwowarska
achieving selective price increases.



In the Czech Republic, volumes grew 2% assisted by strong March volumes while
the industry was level, and as a result our domestic market share increased
slightly. The Pilsner Urquell brand grew 2% domestically and 4% overall, while
Germany and the USA were strong export markets. Gambrinus remains the market
leader with a 26% share. A complete packaging redesign, including bottles,
labels and crates, was launched for the Gambrinus brand at the end of the year.



Industry pricing remains muted with a 1% real decrease during the year. Plzensky
Prazdroj (PP) on-trade volume grew 9% and continues to be a key value enhancing
segment, with its overall value share estimated to be 4-5 percentage points
ahead of its market volume share. During the year, productivity was improved,
particularly through regional procurement activities, boosting margins. Capital
projects currently under way will increase PP's production capacity to 9.8
million hl.  In October 2005, the remaining 3.1% interest in PP held by minority
shareholders was acquired.



In Russia, second half volumes accelerated bringing the full year's volume
growth to 14% against the industry's estimated 7%. We continue to focus on the
premium segment and, with a market share of 5%, we have an estimated 15% share
of the national profit pool. The combined growth of Miller Genuine Draft and
Redds exceeded 7%. Kozel grew by 55%, making it the largest licensed brand in
Russia according to AC Nielsen. Zolotaya Botchka, our local premium brand, grew
11%. Margins were assisted by increased procurement from local sources. An
increase of 20% in our sales force and the extended cooler programme have
improved our focus on selected geographies as well as the on-trade. Additional
canning capacity has been installed and planning for Kaluga's expansion to six
million hl is in progress.



In Italy, Birra Peroni's performance was creditable given the effective 27%
increase in excise on lager per hectolitre, which followed a similar increase in
the previous year. Total branded volumes grew by 1% with the trademark brands,
Peroni and Nastro Azzurro, performing well with 2% and 9% growth respectively. A
managed exit strategy from private label saw our volumes in this segment decline
41%. The net result is a far better portfolio with revenues per hectolitre up 9%
and a significant improvement in gross margins.



Notwithstanding the overall weakness of the Italian economy and the pressure on
FMCG pricing, Birra Peroni has been able to exploit limited pricing
opportunities and successfully implemented increases of up to 3%.  We increased
investment in marketing behind our trademark brands, introduced a new approach
towards independent distributors, focused on driving channel share in selected
local markets and established a new sales organisation.



Ursus Breweries in Romania produced an improved performance with EBITA margin
expanding significantly driven by production efficiencies and an estimated
market value share increase to 23%. Our organic volume growth was constrained to
5%, compared to the industry's 8%, due to capacity limits specifically for PET.
Production capacity is now being expanded to 3.9 million hl. We continued to
focus on the Ursus Premium brand which grew 9%. Timisoreana Lux was the fastest
growing brand in the market, up 48% as distribution reach expanded. Distribution
and trade development of the imported Peroni Nastro Azzurro brand will be
extended in the coming year, while recently launched Stejar (Strong) will be
rolled out selectively.



Our Canary Islands operations benefited from the prior year's restructuring.
Although both the industry and our volumes were down, EBITA was well ahead. In
Slovakia, volumes were down 3% but productivity boosted margins, and profits
were up. The Pilsner Urquell brand continued its strong growth performance of
recent years.  In March 2006 the Slovakian Anti-monopoly office approved our
acquisition of an initial investment in Topvar a.s. with rights to acquire up to
at least 67% by September 2006. The Dreher brewery in Hungary delivered improved
financial results in difficult market conditions reflecting continued
productivity improvements. Volume was marginally ahead in a market down 4%.
Overall market share was up 1% to 28%.



In the United Kingdom, investment is being made behind Miller Brands (UK)
Limited which was launched in 2005 to market, sell and distribute our
international premium beer brands. Peroni Nastro Azzurro, Miller Genuine Draft,
Castle Lager and Pilsner Urquell have all been successfully transitioned from
their previous arrangements to the Miller Brands business and further investment
is planned for the current financial year.



Africa and Asia


                                                                    2006          2005
Financial summary                                                   US$m          US$m             %

Group revenue (including share of associates)                      2,221         1,937           15

EBITA*                                                               422           383           10

EBITA margin (%)*                                                   19.0          19.7

Sales volumes (hl 000)**
- Lager                                                           50,956        39,505           29
- Lager organic                                                   45,211        39,505           14
- Carbonated soft drinks (CSDs)                                    4,061         4,667          (13)
- Other beverages                                                 13,093        11,538           13






* In 2005 before exceptional items being profit on the disposal of the group's
interest in Harbin Brewery Group Limited (Harbin) of US$103 million.

** Castel volumes of 13,991 hl 000 (2005: 12,771 hl 000) lager, 8,557 hl 000
(2005: 8,260 hl 000) CSDs, and 3,015 hl 000 (2005: 2,985 hl 000) other beverages
are not included.



Africa



Reported lager volumes grew 3% overall, driven by strong underlying growth in
Mozambique (9%), Tanzania (5%), and Uganda (39%), where we benefited from good
economic fundamentals combined with an operational focus on improved product
availability. Volumes declined in Zimbabwe and Botswana, both of which were
impacted by poor economic performance and currency devaluation.



In Tanzania, new packaging was introduced during the year for Castle Lager,
Redd's, Kilimanjaro and Pilsener Lager which accelerated the growth of the brand
portfolio. Efficiency improvements in distribution were gained through
introducing direct deliveries in the Kilimanjaro region to improve rural market
penetration, outsourcing secondary distribution in other regions, and opening
additional warehouses and a new depot.



In Mozambique, the key driver of volume growth was improved sales and
distribution execution on the back of an extended company depot network, as well
as improved on-premise trade service through provision of additional
refrigeration and draught dispensing units. The upgrade in the Maputo brewery
packaging facilities during the year led to a significant change improvement in
quality and production efficiencies.



In Uganda, volume growth was driven by Eagle and Eagle Extra, our clear sorghum
beers, which were developed with the participation of local cereal farmers,
together with strong demand for value brands in an expanding market. This has
led to a 5% increase in market share to 51%. The improvement in volumes and the
increased local sourcing of raw materials enhanced margin.



In Botswana, currency devaluation of 12.5% announced in May 2005 followed an 8%
devaluation in the previous year, fuelling domestic inflation and resulting in a
decline in consumer discretionary spending that negatively impacted lager
volumes (down 6%) and CSD volumes (down 12%). The economic problems in Zimbabwe
led to significant volume declines in lager and soft drinks.



CSD volumes, excluding Zimbabwe, recorded modest positive growth for the year.
Angola recovered in the second half, recording 5% growth for the year from
improved market focus, despite increased pricing competition following a new
entrant to the market in the first half. Increased capacity was introduced in
the year with a new packaging line which has reduced the reliance on imports
whilst growing the returnable market.



EBITA margins grew, driven by improvements in productivity in most countries
that offset the impacts of the Botswana and Zimbabwe devaluations on imported
costs and increased fuel prices across all operations.



Our Castel associates enjoyed strong growth in lager beer up 10% with
significant contributions coming from Angola and Ethiopia.



Asia



China maintained the momentum reported at the half year, recording organic lager
volume growth of 17% (28% reported) for the year, above industry levels. All
regions posted meaningful growth including the competitive North East region.
The Snow brand enhanced sales mix by growing significantly at a higher average
price and is now China's number one brand by volume at 17.3 million hl following
focused initiatives in brand marketing and in distribution.



The overall positive developments in pricing seen in the prior year continued in
the reported year despite increasingly competitive markets. Improvements in
underlying EBITA margin were achieved as the business was able to increase net
revenue per hectolitre by 6% during the year whilst absorbing the higher input
costs through productivity improvements.



Good progress has been made with integrating our previous year's acquisitions in
the Jiangsu region as well as the other smaller acquisitions made during the
year in the Central region. Phase one of the Guangdong greenfield brewery was
concluded on time and within budget in February 2006 and is now fully
commissioned.



India is consolidated in the results for the first time following the purchase
in May 2005 of the balance of the joint venture with the Shaw Wallace group.
Satisfactory annual volume growth of 9% was achieved for the year on a pro forma
basis, despite a slow start to the year due to regulatory issues in Andhra
Pradesh. The last quarter ended strongly, up 17% year-on-year. Industry reform
remains a key issue; however the business was able to achieve price increases in
key states during the year. Overall the business is well poised for ongoing
growth with planned capacity expansion, particularly at Charminar in Andhra
Pradesh, and improvements being achieved in quality and productivity.



South Africa: Beverages


                                                                    2006          2005
Financial summary                                                   US$m          US$m             %

Group revenue (including share of associates)                      4,204         3,995             5

EBITA                                                              1,062           956            11

EBITA margin (%)                                                    25.3          23.9

Sales volumes (hl 000)
- Lager                                                           25,951        25,912             -
- Carbonated soft drinks (CSDs)                                   13,749        13,305             3
- Other beverages                                                  1,234           996            24






Lager and CSD volumes continued their positive growth trends during the year
despite the absence of an Easter period. Buoyant first half volume growth was
however tempered by cooler weather, slower wage growth and increased consumer
expenditure on durable and semi durable items in the latter part of the year.
Whilst reported lager volumes were level, volumes were up 1% on a comparable
basis after adjusting for a transfer of management responsibility to the Africa
and Asia business for sales to Angola during 2004.



Our premium brands (including Castle Lite, MGD and Amstel) grew by 45% on last
year. During the year new 660ml packs were introduced for MGD and Brutal Fruit
enhancing availability and value for money, as an accessible premium offering.
Peroni Nastro Azzurro was launched during the year adding to the premium
portfolio. Market share of the liquor category increased to almost 59%, and
share of the premium beer segment increased to almost 80%



Total soft drinks volumes increased by 5% with strong growth in other beverages,
in particular the water portfolio, and 3% growth in CSD volumes. Volumes during
the traditionally slower winter months were boosted by increased sales and
promotional activity, relatively warmer weather and improved operational focus,
whilst volumes in the second half were impacted by cooler weather.



Sales volume growth in both lager and soft drinks categories supported by price
increases and favourable mix benefits, increased revenue. Low commodity prices
and the relatively firm currency resulted in brewing raw material costs
increasing only marginally, although fuel costs were significantly higher.



The above combined with ongoing focus on cost productivity delivered strong
EBITA growth of 14% in constant currency. Margins improved by 140 basis points
to 25.3%.



The market penetration initiatives in both the beer and soft drink markets
gained momentum. As a result of the issuance of liquor permits in two provinces
and a greater emphasis on the sales and distribution in the beer business the
customer base increased by almost 22% during the year. Soft drinks increased its
customer base by 7%.



The introduction of new labelling capability in our lager production plants is
on schedule and will provide additional flexibility for improved product
offerings to the consumer. During the year new sales and distribution systems
were introduced which will further enhance market information and our service
capabilities. New production capability was introduced in the soft drinks
business with the commissioning of an aseptic packaging facility in Midrand.



The normalisation of the liquor trade continues to progress slowly, hampered by
administrative and legislative constraints in a number of provinces. During the
year over 6,000 of our newly licensed taverners were trained in business skills
in line with our commitment to enhance their commercial skills.



The development of the liquor industry charter in line with the BEE (Broad Based
Black Economic Empowerment) Act is linked to the publication of draft codes of
good conduct issued by the Department of Trade and Industry which is currently
undergoing an extended consultation process. Completion of the codes is required
before the liquor industry charter can be finalised. We believe that the final
codes will be published later in 2006, following which the liquor charter will
be completed.



The positive economic growth that has been experienced over the past years is
expected to continue, although lower wage settlements, as a result of reduced
inflation levels, and increased consumer demand for durable and semi durable
goods may impact beverage consumption growth levels.



Sales of Appletiser in South Africa continued to show strong growth buoyed by
the new pack design introduced at the end of last year, a new bulk pack size and
effective promotions.  Grapetiser emulated the encouraging trend shown by
Appletiser and the initial launch of Peartiser has been very well received by
consumers.  International sales saw good growth in the year, particularly in
Europe.  EBITA margin improvements reflect the higher volumes and operating cost
controls.



Distell's domestic sales volumes increased, with further gains in the spirits
category contributing to improved sales mix. International volumes also grew,
continuing the trends seen in prior years. The improved sales mix and
containment of costs contributed to improved earnings. However our share of
earnings has been impacted in the current year by a one-off charge in relation
to the BEE project announced in the current year which will result in a dilution
of the share of earnings attributable to all shareholders.



South Africa: Hotels and Gaming


                                                                    2006          2005
Financial summary                                                   US$m          US$m             %

Revenue (share of associate)                                         321           289            11

EBITA*                                                                84            73            14

EBITA margin (%)*                                                   26.1          25.2

Revenue per available room (Revpar) - US$                         $55.87        $51.45             9




* In 2005 before a net exceptional credit of US$7 million being the share of
associate's profit on the disposal of property, plant and equipment of US$11
million and the share of associate's restructuring costs of US$4 million.



The group is a 49% shareholder in the Tsogo Sun group. Tsogo Sun benefited from
the strong South African economy, including reduced inflation, lower interest
rates and tax relief. Consumer spending has grown as a result, and this has had
a positive effect on both the Gaming and Hotel sectors. Tsogo Sun reported a
revenue increase of 11% with group revenue rising to US$321 million.



Tsogo Sun Gaming posted a 16% increase in gaming win in constant currency terms
in line with regional industry growth levels. Market share was retained in the
face of heightened competitor activity. The gaming market grew by 11% in Gauteng
and 20% in Kwa-Zulu Natal.  Hotels reported improved occupancy levels which,
together with higher room rates, assisted in improving Revpar by 12% in local
currency terms.  This improved level of trading, assisted by good overhead cost
control, resulted in an EBITA margin improvement to 26.1%.





Financial review



New accounting standards and restatements

The group previously prepared its financial statements under United Kingdom
Generally Accepted Accounting Principles (UK GAAP). From 1 April 2005, SABMiller
plc is required to adopt the International Financial Reporting Standards (IFRS)
endorsed by the European Union (EU) and accordingly all financial information is
now stated under IFRS, with the exception of IAS 32 Financial Instruments:
Disclosure and Presentation and IAS 39 Financial Instruments: Recognition and
Measurement, which in accordance with the exemption available in IFRS 1, the
group has applied with effect from 1 April 2005, and hence has had no impact on
the prior period.  The application of IAS 32 and IAS 39 has resulted in
increases in total assets of US$6 million and total liabilities of US$1 million,
giving an increase in net assets of US$5 million, as at 1 April 2005. The impact
includes adjustments to the carrying value of borrowings where there was a fair
value hedge and an increase in borrowings reflecting the reclassification of
interest accruals, previously shown as creditors under UK GAAP.



The accounting policies followed are the same as those published on 10 November
2005 by the group within the Interim report at 30 September 2005, which is
available on the group's website, http://www.sabmiller.com/.  Reconciliations
between UK GAAP and IFRS for the year ended 31 March 2005 were also published on
5 July 2005 and are available on the group's website.



Segmental analysis

The group's operating results are set out in the segmental analysis of
operations, and the disclosures accord with the manner in which the group is
managed. 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 additional information on trends to shareholders
and allow for greater comparability between segments. Segmental performance is
reported after the specific apportionment of attributable head office service
costs.



This announcement includes segmental results and commentaries for South Africa:
Beverages. This follows the acquisition in December 2004 of all of the shares in
ABI which the group did not own, and the commencement of a programme of work to
establish and leverage the benefits from the combination of our beverage
businesses in South Africa.  South Africa: Beverages combines two previously
separate business segments: Beer South Africa and Other Beverage Interests.  The
announcement also includes segmental results and commentaries for Latin America.
This follows the investment in Bavaria whose operations are principally
located in South America.  Latin America combines the group's South American
operations with the geographical segment of Central America previously reported.



Accounting for 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; however
revenue from contract brewing is included within group revenue.  Reported
volumes exclude intra-group sales volumes.



Organic, constant currency comparisons

The group has made some disclosures of its results on an organic, constant
currency basis, to analyse the effects of acquisitions and investments 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 2006 at the exchange rates for the comparable period in the prior
year.



Acquisitions and investments

On 27 May 2005 the group announced that its Indian subsidiary, MBL Investments
had acquired the Shaw Wallace Group's interest in the brewing operations of its
Indian investment, taking the group's interest to 99%.



A major transaction with Bavaria was completed on 12 October 2005, in which
SABMiller plc obtained a 71.42% controlling effective interest in Bavaria, a
company listed on the Colombian Stock Exchange. As consideration, SABMiller plc
issued 225 million ordinary shares (US$4,082 million excluding transaction
costs), amounting to some 15.02% of the enlarged ordinary share capital of
SABMiller. On the same date the group acquired class A voting shares from
minority interests representing 14.31% of the economic interest in Union de
Cervecerias Peruanas Backus y Johnston S.A.A. ("Backus"), Bavaria's primary
listed subsidiary in Peru, for a cash consideration of US$473 million and
certain other minority interests for a cash consideration of US$196 million,
principally the remaining minority interest in Cerveceria Leona S.A. (Leona).
Between 6 December 2005 and 31 March 2006 the group acquired further minority
interests of 25.79% in Bavaria and non-voting shares representing 37.73% of the
economic interest in Backus for considerations of US$1,243 million and US$365
million respectively.  At 31 March 2006 the group's shareholding in Bavaria was
97.21% and it held an effective economic interest in Backus in Peru of 93.28%.
The group will continue to purchase further minority interests in the Bavaria
group wherever practicable.



On 21 November 2005 the group announced that it had acquired the remaining 41.8%
minority interest in its Central American subsidiary, Bevco Limited (Bevco), the
holding company for the businesses in Honduras and El Salvador, from existing
shareholders for a cash consideration of US$396 million, which increased
SABMiller's interest to 100% of Bevco.



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.



Exceptional charges of US$15 million incurred during the year relate to
integration costs associated with the investment in Bavaria of which US$11
million was incurred in the region with the balance in the corporate centre.



In the prior period, an exceptional profit of US$415 million was included within
operating profit. This included a US$252 million profit on the disposal of the
group's 21% investment in Edgars Consolidated Stores Ltd (Edcon), a US$104
million gain in relation to changes to post-retirement plans (North America), a
US$103 million profit on the disposal of the group's 29.4% stake in Harbin
Brewery Group Limited (Harbin), partly offset by US$35 million of brewery
closure costs in Italy and US$16 million of restructuring costs in the Canary
Islands.  In addition there was a net exceptional profit within the share of
post-tax results of associates of US$7 million.



Borrowings and net debt

Gross debt, comprising borrowings of the group together with the fair value of
derivative assets or liabilities held to manage interest rate and foreign
currency risk of borrowings, have increased to US$7,755 million from US$3,353
million at 1 April 2005 (restated).  Net debt comprising gross debt net of cash
and cash equivalents and the loan participation deposit has increased to
US$7,087 million from US$2,210 million at 1 April 2005 (restated) reflecting the
additional debt in the Bavaria group as well as the funding of payments to
minority shareholders as detailed above. The group's gearing (presented as a
ratio of debt/equity) has increased to 52.1% from 25.2% (restated) at 1 April
2005.



The group previously had US dollar and sterling private placement notes in issue
with final maturity in 2008. As part of the refinancing for the Bavaria
transaction, notice was given to repay all of these notes in accordance with
their terms, with repayment on 22 September 2005. The amounts on repayment
totalled US$179 million and £25 million (US$37 million) and were met out of
existing resources.  These amounts included an early redemption penalty of US$13
million, included in interest payable, but which has been treated as an
adjusting item for adjusted earnings purposes.



The average loan maturity in respect of the US$ fixed rate debt portfolio is 4.6
years.  The average borrowing rate for the total debt portfolio at 31 March 2006
was 6.9% (2005: 5.5%).



On 9 September 2005 the group entered into a US$3,500 million 364 day revolving
credit facility for general corporate purposes (including financing the Bavaria
minority acquisitions).  This facility can be extended at the group's election
for a term of a further year.  On 12 December 2005 the group also entered into a
US$2,000 million five year syndicated revolving credit facility, and this
facility can be extended at the first anniversary of signing by a year and at
the second anniversary for a further year subject to the agreement of the group
and the lenders.  The US$3,500 million facility was reduced to US$2,400 million
concurrent with the signing of this agreement.



Finance costs

Net finance costs increased to US$299 million, a 109% increase on prior year
finance costs of US$143 million. This increase in net debt is primarily due to
the transaction with Bavaria.  Interest cover, based on pre-exceptional profit
before interest and tax, has reduced to 9.2 times from 14.4 times in the prior
year.



Profit before tax

Profit before tax of US$2,453 million was down 4% on prior year, reflecting a
number of exceptional credits recorded in the prior year (as described above)
partly offset by the investment in Bavaria and performance improvements across
the businesses.



Taxation

The effective tax rate of 33.6%, before amortisation of intangible assets
(excluding software) and exceptional items, is lower than the prior year,
reflecting a different mix of profits across the group together with benefits
from adjustments in respect of prior years and improved tax efficiencies.



Earnings per share

The group presents adjusted basic earnings per share to exclude the impact of
amortisation of intangible assets (excluding 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 was 109.1 US cents up 8% on prior
year, reflecting the improved performance noted above.  An analysis of earnings
per share is shown in note 5 to the financial statements.



Goodwill and intangible assets

Goodwill increased by US$5,358 million, due primarily to the inclusion of
provisional goodwill of US$4,984 million arising on the consolidation of the
interests in South America, provisional goodwill of US$315 million arising on
the acquisition of the Shaw Wallace Group's interest in the brewing operations
of the group's Indian investment, and goodwill of US$75 million on the
acquisition of the minorities in Central America.



Intangible assets increased principally due to US$3,480 million of brands
arising on the consolidation of the interest in the Bavaria group.



Cash flow

Net cash generated from operating activities before working capital movement
(EBITDA) increased by 22% to US$3,348 million compared to the prior year. The
ratio of EBITDA to revenue increased in the year to 22% (2005: 21%).



Currencies: South African rand/Colombian peso

During the financial year, whilst the rand showed some strength against the US
dollar and ended the financial year at R6.195 to the US dollar, the weighted
average rand/dollar rate worsened by 3% to R6.41 compared with R6.22 in the
prior year.  The peso has stayed largely level against the US dollar since the
Bavaria transaction ending the financial year at COP2,292 to the US dollar,
against COP2,300 at the time of the transaction.



Dividend

The board has recommended a final dividend of 31.0 US cents per share for the
year. Shareholders will be asked to approve this recommendation at the annual
general meeting, scheduled for 28 July 2006.  If approved, the dividend will be
payable on 4 August 2006 to shareholders registered on the London and
Johannesburg registers on 7 July 2006. The ex-dividend trading dates will be 5
July 2006 on the London Stock Exchange and 3 July 2006 on the JSE Securities
Exchange South Africa.  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 22 June 2006 will be used for US dollar
conversion into South African rand and the rate of exchange on 10 July 2006 will
be used for US dollar conversion into sterling.  Currency conversion
announcements will be made on the LSE's Regulatory News Service and on the JSE's
Stock Exchange News Service, indicating the rates of exchange to be applied.



To comply with the requirements of STRATE in South Africa, from the close of
business on 22 June 2006 until the close of business on 7 July 2006, no
transfers between the London and Johannesburg registers will be permitted, and
from the close of business on 30 June 2006 until the close of business on 7 July
2006, no shares may be dematerialised or rematerialised.



Annual report and accounts

The group's unaudited summarised financial statements and certain significant
explanatory notes follow. The annual report will be mailed to shareholders in
early July 2006 and the annual general meeting of the company will be held at
11:00hrs on 28 July 2006.




SABMiller plc
CONSOLIDATED INCOME STATEMENTS
for the year ended 31 March




                                                                                   2006                            2005
                                                                              Unaudited                       Unaudited
                                                                Notes              US$m                            US$m

Revenue                                                           2             15,307                          12,901

Net operating expenses                                                         (12,732)                        (10,354)

Operating profit                                                  2              2,575                           2,547
Operating profit before exceptional items                                        2,590                           2,132
Exceptional items                                                 3                (15)                            415

Net finance costs                                                                 (299)                           (143)
Interest payable and similar charges                                              (377)                           (239)
Interest receivable                                                                 78                              96

Share of post-tax results of associates                                            177                             148

Profit before taxation                                                           2,453                           2,552
Taxation                                                          4               (779)                           (823)

Profit for the financial period                                                  1,674                           1,729

Profit attributable to minority interests                                          234                             208
Profit attributable to equity shareholders                                       1,440                           1,521
                                                                                 1,674                           1,729


Basic earnings per share (US cents)                               5              105.0                           125.5
Diluted earnings per share (US cents)                             5              104.3                           121.2





All operations are continuing.




SABMiller plc
CONSOLIDATED BALANCE SHEETS
at 31 March




                                                                                   2006                            2005
                                                                              Unaudited                       Unaudited
                                                                 Notes             US$m                            US$m

Assets
Non-current assets
Goodwill                                                           7             12,539                           7,181
Intangible assets                                                  7              3,596                             122
Property, plant and equipment                                                     6,340                           4,056
Investments in associates                                                         1,067                           1,116
Financial assets:
- Available for sale investments                                                     41                             187
- Derivative financial instruments                                                    3                               -
Trade and other receivables                                                          87                              54
Deferred tax assets                                                                 278                             153
                                                                                 23,951                          12,869
Current assets
Inventories                                                                         881                             627
Trade and other receivables                                                       1,218                             952
Current tax assets                                                                   54                              56
Financial assets:
- Derivative financial instruments                                                    4                               -
- Loan participation deposit                                                        196                               -
Cash and cash equivalents                                                           472                           1,143
                                                                                  2,825                           2,778

Total assets                                                                     26,776                          15,647

Liabilities
Current liabilities
Financial liabilities:
- Derivative financial instruments                                                   (3)                              -
- Borrowings                                                                     (1,950)                           (815)
Trade and other payables                                                         (2,473)                         (1,941)
Current tax liabilities                                                            (283)                           (381)
Provisions                                                                          (98)                            (62)
                                                                                 (4,807)                         (3,199)
Non-current liabilities
Financial liabilities:
- Derivative financial instruments                                                 (175)                              -
- Borrowings                                                                     (5,632)                         (2,525)
Trade and other payables                                                            (63)                            (53)
Deferred tax liabilities                                                         (1,412)                           (188)
Provisions                                                                       (1,088)                           (927)
                                                                                 (8,370)                         (3,693)

Total liabilities                                                               (13,177)                         (6,892)

Net assets                                                                       13,599                           8,755

Equity
Total shareholders' equity                                                       13,045                           8,077
Minority interests                                                                  554                             678
Total equity                                                                     13,599                           8,755



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




                                                                                    2006                          2005
                                                                               Unaudited                     Unaudited
                                                           Notes                    US$m                          US$m


Cash flows from operating activities
Cash generated from operations                               8                    3,291                         2,792
Interest received                                                                    80                            94
Interest paid                                                                      (401)                         (228)
Interest element of finance lease rental payments                                      -                           (2)
Tax paid                                                                           (869)                         (625)

Net cash from operating activities                                                2,101                         2,031

Cash flows from investing activities
Purchase of property, plant and equipment                                          (999)                         (756)
Proceeds from sale of property, plant and equipment                                  48                            30
Purchase of intangible assets                                                       (33)                          (12)
Purchase of investments                                                              (7)                          (19)
Proceeds from sale of investments                                                     5                           475
Acquisition of subsidiaries (net of cash acquired)                                 (717)                          (23)
Purchase of shares from minorities                                               (2,048)                         (793)
Purchase of shares in associates                                                     (1)                          (13)
Funding to associates                                                                 -                           (68)
Repayment of funding by associates                                                  122                              -
Dividends received from associates                                                   71                            47
Dividends received from other investments                                             2                            10
Net cash used in investing activities                                            (3,557)                       (1,122)

Cash flows from financing activities
Proceeds from the issue of shares                                                    30                            38
Proceeds from the issue of shares to minorities                                       -                             1
Purchase of own shares for share trusts                                              (8)                          (21)
Proceeds from borrowings                                                          3,002                           540
Repayment of borrowings                                                            (900)                         (632)
Capital element of finance lease payments                                           (28)                          (25)
Increase in loan participation deposit                                             (196)                             -
Dividends paid to shareholders of the parent                                       (520)                         (412)
Dividends paid to minority interests                                               (167)                         (172)
Net cash generated / (used) in financing activities                               1,213                          (683)

Net cash from operating, investing and financing                                   (243)                          226
activities
Effects of exchange rate changes                                                     11                           (56)
Net (decrease) / increase in cash and cash equivalents                             (232)                          170

Cash and cash equivalents at 1 April                                                630                           460
Cash and cash equivalents at 31 March                                               398                           630



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




                                                                                   2006                            2005
                                                                              Unaudited                       Unaudited
                                                                                   US$m                            US$m

Currency translation differences on foreign currency net                          (128)                            220
investments
Actuarial gains / (losses) on defined benefit plans                                 42                            (210)
Tax on items taken directly to equity                                              (17)                              83
Net investment hedges                                                               (2)                               -
Net (losses) / gains recognised directly in equity                                (105)                             93

Profit for the year                                                              1,674                           1,729

Total recognised income for the year                                             1,569                           1,822
- attributable to equity shareholders                                            1,360                           1,601
- attributable to minority interests                                               209                             221


                                                                                   2006
                                                                                   US$m
Effects of changes in accounting policy (adoption of IAS 32 and
39)
- attributable to equity shareholders                                                5
- attributable to minority interests                                                 -
                                                                                     5




SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS



1. Basis of preparation



The preliminary announcement for the year ended 31 March 2006 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
at 31 March 2006.  Details of the accounting policies are set out in the
SABMiller plc's Interim report for the six months ended 30 September 2005.



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 2006 will be
delivered to the Registrar of Companies in due course. The board of directors
approved this financial information on 18 May 2006. Statutory accounts for the
year ended 31 March 2005, which were prepared under accounting practices
generally accepted in the UK, 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.



The consolidated financial statements present the financial record for the years
ended 31 March 2006 and 31 March 2005.  The subsidiary and associated
undertakings in the group operate in the local currency of the country in which
they are based. From a presentational perspective, the group regards these
operations as being US dollar-based as the transactions of these entities are,
insofar as is possible, evaluated in US dollars. In management accounting terms
all companies report in US dollars. The directors of the company regard the US
dollar as the presentational currency of the group, being the most
representative currency of its operations. Therefore the consolidated financial
statements are presented in US dollars.



Accounting policies

These preliminary financial statements should be read in conjunction with the
annual financial statements and the accounting policies laid down therein (which
will be distributed in early July 2006). The financial statements are prepared
under the historical cost convention, except for the revaluation to fair value
of certain financial assets and liabilities.  This is the first year that the
group's consolidated financial statements have been prepared under IFRS and IFRS
1 (First time adoption of IFRS) has been applied.  Accordingly, the comparatives
presented in this document have been restated for IFRS, with the exception of
IAS 32 (Financial Instruments: Presentation and Disclosure) and IAS 39
(Financial Instruments: Recognition and Measurement) for which the group took
advantage of the one year exemption available.  Therefore, for the comparative
information for the year ended 31 March 2005, financial instruments (including
borrowings) were accounted for and presented in accordance with UK Generally
Accepted Accounting Principles (UK GAAP), with an adjustment made at 1 April
2005 on adoption of IAS 32 and 39.





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                          Share of
                          Segment associates'         Group Segment associates'                   Group
                          revenue     revenue       revenue revenue     revenue                 revenue
                             2006        2006          2006    2005        2005                    2005
Revenue                      US$m        US$m          US$m    US$m        US$m                    US$m

North America               4,912           -         4,912   4,892           -                   4,892
Latin America               2,153          12         2,165     521           -                     521
Europe                      3,258           -         3,258   2,909           -                   2,909
Africa and Asia             1,203       1,018         2,221   1,003         934                   1,937
South Africa:
- Beverages                 3,781         423         4,204   3,576         419                   3,995
- Hotels and Gaming             -         321           321       -         289                     289
South Africa: Total         3,781         744         4,525   3,576         708                   4,284
                           15,307       1,774        17,081  12,901       1,642                  14,543




                                                  Operating                                   Operating
                                              profit before                               profit before
                        Operating Exceptional   exceptional Operating  Exceptional          exceptional
                           profit       items         items    profit        items                items
                             2006        2006          2006      2005         2005                 2005
Operating profit             US$m        US$m          US$m      US$m         US$m                 US$m

North America                454            -           454       598        (111)                  487
Latin America                376           11           387        90           -                    90
Europe                       567            -           567       431          51                   482
Africa and Asia              257            -           257       352        (103)                  249
South Africa: Beverages    1,011            -         1,011       906           -                   906
Corporate                    (90)           4           (86)      170        (252)                  (82)
                           2,575           15         2,590     2,547        (415)                2,132








             Operating    Share of Amortisation  EBITA     Operating    Share of Amortisation       EBITA
                profit associates'           of               profit associates'           of
                before   operating   intangible               before   operating   intangible
           exceptional      profit       assets          exceptional      profit       assets
                 items      before   (excluding                items      before   (excluding
                       exceptional    software)                      exceptional    software)
                             items                                         items
                  2006        2006         2006   2006          2005        2005        2005         2005
EBITA             US$m        US$m         US$m   US$m          US$m        US$m        US$m         US$m

North             454            -            -    454           487           -           -          487
America                                                                  
Latin             387            -           49    436            90           -           -           90
America
Europe            567            -            2    569           482           -           -          482
Africa and        257          164            1    422           249         134           -          383
Asia                                                                       
South
Africa:
- Beverages     1,011           51            - 1,062            906          50           -          956
- Hotels            -           84            -    84              -          73           -           73
and Gaming
South           1,011          135            - 1,146            906         123           -        1,029
Africa:
Total
Corporate         (86)           -            -   (86)           (82)          -           -          (82)
Group           2,590          299           52 2,941          2,132         257           -        2,389


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:

                                                 2006          2005
                                                 US$m          US$m

Share of associates' operating profit before      299           257
exceptional items
Share of associates' exceptional items              -             7
Share of associates' interest                    (16)           (24)
Share of associates' tax                         (81)           (74)
Share of associates' minority interests          (25)           (18)
                                                  177           148


                         EBITDA        Cash     EBITDA         EBITDA         Cash     EBITDA    
                    before cash exceptional                before cash exceptional           
                    exceptional       items                exceptional       items                 
                          items                                  items                             
                           2006        2006       2006            2005        2005       2005  
EBITDA                     US$m        US$m       US$m            US$m        US$m       US$m  
                                                                                               
North America               591           -        591             634           4        638  
Latin America               574          (4)       570             129           -        129  
Europe                      733           -        733             649          (5)       644  
Africa and Asia             321           -        321             293           -        293  
South Africa:             1,205           -      1,205           1,101           -      1,101  
Beverages                                                                                      
Corporate                   (68)         (4)       (72)            (69)          -        (69) 
Group                     3,356          (8)     3,348           2,737          (1)     2,736  

A reconciliation of profit for the year to EBITDA after cash exceptional items
can be found in note 8.




3. Exceptional items
                                                                                  2006                            2005
                                                                             Unaudited                       Unaudited
                                                                                  US$m                            US$m

Subsidiaries' exceptional items included in
operating profit:
North America                                                                       -                             111

Profit on disposal of Tumwater brewery                                              -                               4
Reversal of provisions for Miller integration and                                   -                               2
restructuring costs
Reversal of provision for brewery closure costs in                                  -                               1
Tumwater
Gain in relation to changes to post-retirement plans                                -                             104

Latin America

Bavaria integration and restructuring costs                                       (11)                               -



Europe                                                                              -                             (51)

Brewery closure costs in Italy                                                      -                             (35)
Restructuring costs in the Canary Islands                                           -                             (16)

Africa and Asia
Profit on disposal of investment                                                    -                             103

Corporate                                                                          (4)                            252
Profit on disposal of investment                                                    -                             252
Bavaria integration costs                                                          (4)                               -

Exceptional items included in operating profit                                    (15)                            415

Taxation charge                                                                     5                             (74)

Minority interests' share of the above items                                        -                               8

Share of associates' exceptional items
South Africa: Hotels and Gaming                                                     -                               7
Profit on disposal of property, plant and equipment                                 -                              11
Restructuring costs                                                                 -                              (4)

Taxation credit                                                                     -                               1

Exceptional items (including share of associates'                                 (15)                            422
exceptional items)




2006

Latin America and Corporate



Integration and restructuring costs associated with the consolidation of Bavaria
of $15 million were incurred during the year.



2005

North America

In April 2004, the sale of the Tumwater brewery in North America was completed
resulting in a profit on disposal of US$4 million.  During 2005, US$1 million of
the Tumwater closure costs previously provided were deemed surplus and were
credited to the income statement.



During 2005, US$2 million of the restructuring and integration costs provided in
the prior year were deemed surplus and were credited to the income statement.



During 2005, post-retirement arrangements were changed and post-retirement
medical healthcare liabilities were capped, which resulted in a gain of US$104
million being recorded in the income statement.  The related tax charge was
US$41 million.



Europe

Following the acquisition of Birra Peroni SpA in 2004, an operating review
resulted in an announcement in October 2004 of the closure of the Naples brewery
at a total cost of US$35 million.  Property, plant and equipment were written
down to net recoverable value, resulting in a charge of US$21 million.  In
addition, the closure resulted in retrenchment costs of US$8 million, Nastro
Azzurro re-branding costs of US$2 million and other exit costs of US$4 million.



In March 2005, a restructuring plan was announced for the Canary Islands,
Europe.  A provision of US$16 million was charged to the income statement to
cover the costs which primarily relate to severance.



Africa and Asia

In June 2004, the group completed the disposal of its 29.4% interest in Harbin
Brewery Group Limited (Harbin), realising a profit on disposal of US$103
million.



Corporate

In July 2004, the group disposed of its entire 21% interest in Edgar's
Consolidated Stores Ltd (Edcon) realising a profit on disposal of US$252
million.  The associated capital gains tax amounted to US$30 million.



South Africa: Hotels and Gaming

In May 2004, Tsogo Sun Holdings (Pty) Ltd (Tsogo Sun) recorded a pre-tax profit
on the sale of two Umhlanga Rocks hotels and land, of which the group's share
amounted to US$11 million.



During 2005, US$4 million of costs were charged to the income statement in
relation to restructuring in the hotels and gaming division.



4. Taxation


                                                                                                         2006      2005
                                                                                                    Unaudited Unaudited
                                                                                                         US$m      US$m

Current taxation                                                                                         701        681
- Charge for the year (UK corporation tax: US$29 million charge (2005: US$4 million charge))             717        638
- Adjustments in respect of prior years                                                                  (16)        43
Withholding taxes and other taxes                                                                         78        126
Total current taxation                                                                                   779        807

Deferred taxation                                                                                          -         16
- Charge for the year (UK corporation tax: US$6 million charge (2005: US$4 million credit))                7         55
- Adjustments in respect of prior years                                                                   (5)       (39)
- Rate change                                                                                             (2)         -

                                                                                                         779        823

Effective tax rate, before amortisation of intangibles (excluding software and
exceptional items)       33.6       37.1
(%) *



The effective tax rate is calculated including share of associates' operating
profit before exceptional items 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.



* The 2005 effective tax rate before the South African secondary tax on
companies (STC) charge on non-recurring dividends, following a restructuring of
the group's holdings in South Africa, of US$38 million was 35.4%.



5. Earnings per share


                                                                                         2006               2005
                                                                                    Unaudited          Unaudited
                                                                                     US cents           US cents
Basic earnings per share                                                                105.0              125.5
Diluted earnings per share                                                              104.3              121.2
Headline earnings per share                                                             108.3               95.3
Adjusted basic earnings per share                                                       109.1              101.0
Adjusted diluted earnings per share                                                     108.4               97.8
Adjusted comparable earnings per share *                                                                    98.4



* Comparable figures adjusted for conversion of convertible bonds.  The amounts
are calculated as if the bonds had converted on 1 April 2004.



The weighted average number of shares was:


                                                                                         2006               2005
                                                                                    Unaudited          Unaudited
                                                                           Millions of shares        Millions of
                                                                                                          shares

Ordinary shares                                                                         1,376             1,216
ESOP trust ordinary shares                                                                 (4)               (4)
Basic shares                                                                            1,372             1,212
Dilutive ordinary shares from share options                                                 9                 6
Dilutive ordinary shares from the guaranteed convertible bond                               -                52
Diluted shares                                                                          1,381             1,270



Adjusted and headline earnings

The group has also presented an adjusted basic earnings per share figure to
exclude the impact of amortisation of intangible assets (excluding capitalised
software) and other non-recurring items 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 Institute of
Investment Management and Research (IIMR)'s Statement of Investment Practice No.
1 entitled 'The Definition of Headline Earnings'.  The adjustments made to
arrive at headline earnings and adjusted earnings are as follows:


                                                              2006          2005  
                                                         Unaudited     Unaudited    
                                                              US$m          US$m  
Profit for the financial year attributable to equity         1,440         1,521
 
holders of the parent                                                             
Early redemption penalty in respect of private                  13             -  
placement notes                                                                   
Loss on derivatives on capital items *                           5             -  
Intangible amortisation excluding capitalised                   52             -  
software                                                                          
Impairment of property, plant and equipment                      4             9  
(Profit) / loss on sale of property, plant and                  (5)           16  
equipment and investments                                                         
Share of associate's profit on disposal of property,             -           (11) 
plant and equipment                                                               
(South Africa: Hotels and Gaming)                                                 
Brewery closure costs in Tumwater (North America)                -            (1) 
Gain in relation to changes to post-retirement plans             -          (104) 
(North America)                                                                   
Profit on sale of investments (Africa and Asia,                  -          (355) 
Corporate)                                                                        
Profit on disposal of Tumwater (North America)                   -            (4) 
Brewery closure costs in Italy (Europe)                          -            21  
Tax effects of the above items                                 (19)           71  
Minority interests' share of the above items                    (6)           (9) 
Headline earnings (basic)                                    1,484         1,154  
Integration / reorganisation costs (net of tax                  13            32  
effects)                                                                          
South African STC on non-recurring dividends                     -            38  
Adjusted earnings                                            1,497         1,224  


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



6. Dividends


                                                                                                   2006            2005
                                                                                              Unaudited       Unaudited
Equity                                                                                             US$m            US$m

2005 Final dividend paid: 26.0 US cents (2004: 22.5 US cents) per ordinary share                    328             269
2006 Interim dividend paid: 13.0 US cents (2005: 12.0 US cents) per ordinary share                  192             144
                                                                                                    520             413



In addition, the directors are proposing a final dividend of 31.0 US cents per
share in respect of the financial year ended 31 March 2006, which will absorb an
estimated US$449 million of shareholders' funds.  The dividends will be paid on
4 August 2006 to shareholders registered on the London and Johannesburg
registers on 7 July 2006.



7. Goodwill and intangible assets


                                                                                      Goodwill Intangible assets
                                                                                     Unaudited         Unaudited
                                                                                          US$m              US$m
Net book amount
At 1 April 2004                                                                          6,513                94
Exchange adjustments                                                                       130                 5
Acquisitions and net additions during the year                                             614                56
Amortisation                                                                                 -               (33)
Adjustments to provisional fair values                                                     (76)                -
At 31 March 2005                                                                         7,181               122
Exchange adjustments                                                                       (76)              (17)
Acquisitions and net additions during the year                                           5,441             3,596
Amortisation                                                                                  -             (105)
Adjustments to provisional fair values                                                      (7)                -
At 31 March 2006                                                                        12,539             3,596



Goodwill

2006

Goodwill arising on the consolidation of subsidiary undertakings principally
arose due to the Bavaria transaction on 12 October 2005 which resulted in
US$4,042 million of provisional goodwill, the acquisition of additional minority
interests in Colombia and Peru which resulted in additional goodwill of US$942
million, the consolidation of 99% of the brewing interests of the Shaw Wallace
group in the India investment resulting in US$315 million of provisional
goodwill and the acquisitions of the remaining minority interests in Bevco
(Central America) and Plzensky Prazdroj a.s. (Czech) which resulted in
additional goodwill of US$107 million.



2005

The goodwill arose principally due to the acquisition of an additional 39.8% of
Birra Peroni SpA resulting in US$172 million of goodwill and the acquisition of
the remaining 26.5% of Amalgamated Beverage Industries Ltd (ABI) resulting in
US$419 million of goodwill.



Intangible assets

2006

Intangible assets acquired during the year principally comprised brands with a
value of US$3,480 million which were recognised as a result of the Bavaria
transaction.



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


                                                                    2006          2005  
                                                               Unaudited     Unaudited    
                                                                    US$m          US$m  
Profit for the year                                                1,674         1,729  
Taxation                                                             779           823  
Share of post-tax results of associates                             (177)         (148) 
Interest receivable                                                  (78)          (96) 
Interest payable and similar charges                                 377           239  
Operating profit                                                   2,575         2,547  
Depreciation:                                                                           
Property, plant and equipment                                        444           396  
Containers                                                           111            82  
Container breakages, shrinkage and write-offs                         77            51  
(Profit) / loss on sale of property, plant and equipment              (5)           16  
Impairment of property, plant and equipment                            4             8  
Amortisation of intangible assets                                    105            33  
Net loss from fair value hedges                                        5             -  
Dividends received from other investments                             (3)          (10) 
Charge with respect to share options                                  17            18  
Restructuring and integration costs (Latin America)                    7             -  
Gain in relation to changes to post-retirement plans (North            -          (104) 
America)                                                                                
Profit on sale of investments (Africa and Asia, Corporate)             -          (355) 
Restructuring provision in the Canary Islands (Europe)                 -            16  
Restructuring provision (North America)                                -            (2) 
Brewery closure costs in Tumwater (North America)                      -            (1) 
Brewery closure costs in Italy (Europe)                                -            30  
Deferred income                                                        -            (3) 
Other non-cash movements                                              11            14  
Net cash generated from operations before working capital          3,348        
2,736  
movements (EBITDA)                                                                      
Increase in inventories                                              (78)          (24) 
Increase in receivables                                              (67)          (62) 
Increase in payables                                                  86           188  
(Decrease) / increase in provisions                                  (31)            8     
Increase / (decrease) in post-retirement provisions                   33           (54)      
Net cash generated from operations                                  3,291        2,792  


Cash generated from operations include cash flows relating to exceptional items
of US$8 million in respect of South America integration and restructuring costs
(2005: US$4 million cash inflow in respect of proceeds on the Tumwater disposal,
and US$5 million cash outflow in respect of brewery closure costs in Italy).





9. Analysis of net debt (unaudited)

                   Cash and  Overdrafts Total cash          Loan  Borrowings Derivative  Finance     Total     Net  
                       cash               and cash participation              financial   leases     gross    debt
                equivalents            equivalents       deposit            instruments         borrowings    
                 (excluding                                                                                        
                 overdrafts)                                                                                       
                       US$m       US$m        US$m          US$m       US$m        US$m    US$m       US$m    US$m  
                                                                                                                    
At 1 April 2004         682       (222)        460             -     (3,437)          -     (42)    (3,479)  (3,019)
                                                                                                                    
Exchange                (32)       (24)        (56)            -        (53)          -      (1)       (54)    (110) 
movements                                                                                                           
Cash flow               493       (268)        225             -         92           -      25        117      342  
Reclassifications         -          1           1             -          -           -      (1)        (1)       -  
Amortisation of           -          -           -             -         (7)          -       -         (7)      (7) 
bond costs                                                                                                          
Conversion of             -          -           -             -        597           -       -        597      597  
debt                                                                                                                
At 31 March 2005      1,143       (513)        630             -     (2,808)          -     (19)    (2,827)  (2,197)
                                                                                                                    
Adoption of IAS           -          -           -             -        (25)         12       -        (13)     (13) 
32 and 39                                                                                                           
At 1 April 2005       1,143       (513)        630             -     (2,833)         12     (19)    (2,840)  (2,210)
                                                                                                                    
Exchange                 (2)        13          11             -         62           -       -         62       73  
adjustments                                                                                                         
Cash flow              (651)       179        (472)          196     (2,102)          -      28     (2,074)  (2,350)
                                                                                                                    
Acquisitions            232         (3)        229             -     (2,642)       (138)    (36)    (2,816)  (2,587)
                                                                                                                    
Other non-cash            -          -           -             -         34         (47)      -        (13)     (13) 
movements                                                                                                           
At 31 March 2006        722       (324)        398           196     (7,481)       (173)    (27)    (7,681)  (7,087)
                                                                                                                    
(cash flow)                                                                                                         
Legal right of         (250)         -        (250)            -        250           -       -        250        -  
offset                                                                                                              
At 31 March 2006        472       (324)        148           196     (7,231)       (173)    (27)    (7,431)  (7,087)
(balance sheet)                                                                                                     






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


                                                                  US   SA rand      Euro Colombian      Other     Total
                                                             dollars                          peso currencies
                                                                US$m      US$m      US$m      US$m       US$m      US$m



Total cash and cash equivalents                                 883       146        38         -         76     1,143

Total gross borrowings                                       (2,294)     (230)     (285)        -       (531)   (3,340)

Net debt at 31 March 2005                                    (1,411)      (84)     (247)        -       (455)   (2,197)



Total cash and cash equivalents                                 174        46        28        45        179       472

Loan participation deposit                                        -         -         -         -        196       196

Total gross borrowings                                       (4,418)     (225)     (253)   (2,031)      (828)   (7,755)

Net debt at 31 March 2006                                    (4,244)     (179)     (225)   (1,986)      (453)   (7,087)




10.   Bavaria transaction



A major transaction was completed on 12 October 2005, in which SABMiller plc
obtained a 71.42% controlling effective interest in Bavaria, a company listed on
the Colombian Stock Exchange. As consideration, SABMiller plc issued 225 million
ordinary shares (US$4,082 million excluding transaction costs), amounting to
some 15.02% of the enlarged ordinary share capital of SABMiller. On that same
date the group acquired class A voting shares from minority interests
representing 14.31% of the economic interest in Backus, Bavaria's primary listed
subsidiary in Peru, for a cash consideration of US$473 million and certain other
minority interests for a cash consideration of US$196 million, principally the
remaining minority interest in Leona, a subsidiary of Bavaria.  Between 6
December 2005 and 31 March 2006 the group acquired further minority interests of
25.79% in Bavaria and non-voting shares representing 37.73% of the economic
interest in Backus for considerations of US$1,243 million and US$365 million
respectively.  At 31 March 2006 the group's effective interest in Bavaria was
97.21%.  The group continues and will continue to purchase further minority
interests in the Bavaria group wherever practicable.



11.   Share capital



During the year ended 31 March 2006, 225,000,000 ordinary shares were issued as
consideration for the investment in Bavaria (2005: 69,191,006 ordinary shares
issued following the conversion of the 4.25% guaranteed convertible bonds) and
3,673,590 ordinary shares (2005: 4,613,024 ordinary shares) were allotted and
issued in accordance with the group's share purchase, option and award schemes.




                                                     SUPPLEMENTARY
                                                      INFORMATION

                                                 Half yearly reporting






SABMiller plc
CONSOLIDATED INCOME STATEMENTS
for the six months ended 31 March




                                                                               2006                               2005
                                                                          Unaudited                          Unaudited
                                                                               US$m                               US$m

Revenue                                                                      8,256                              6,458

Net operating expenses                                                      (6,784)                            (5,231)

Operating profit                                                             1,472                              1,227
Operating profit before exceptional items                                    1,487                              1,128
Exceptional items                                                              (15)                                99

Net finance costs                                                             (222)                               (65)
Interest payable and similar charges                                          (260)                              (118)
Interest receivable                                                             38                                 53

Share of post-tax results of associates                                         77                                 66

Profit before taxation                                                       1,327                              1,228
Taxation                                                                      (402)                              (458)

Profit for the financial period                                                925                                770

Profit attributable to minority interests                                      135                                107
Profit attributable to equity shareholders                                     790                                663

                                                                               925                                770







All operations are continuing.




SABMiller plc
CONSOLIDATED CASH FLOW STATEMENTS
for the six months ended 31 March




                                                                               2006                               2005
                                                                          Unaudited                          Unaudited
                                                                               US$m                               US$m


Cash flows from operating activities
Cash generated from operations                                               2,002                              1,530
Interest received                                                               39                                 49
Interest paid                                                                 (278)                              (114)
Interest element of finance lease rental payments                                -                                 (1)
Tax paid                                                                      (475)                              (353)
Net cash from operating activities                                           1,288                              1,111

Cash flows from investing activities
Purchase of property, plant and equipment                                     (595)                              (422)
Proceeds from sale of property, plant and equipment                             27                                 18
Purchase of intangible assets                                                  (18)                                (8)
Net proceeds from sale of investments                                           16                                 (2)
Acquisition of subsidiaries (net of cash acquired)                            (537)                                 1
Purchase of shares from minorities                                          (2,042)                              (793)
Purchase of shares in associates                                                (1)                                (5)
Funding to associates                                                            -                                 (9)
Repayment of funding by associates                                             122                                  -
Dividends received from associates                                              33                                 26
Dividends received from other investments                                        1                                  -
Net cash used in investing activities                                       (2,994)                            (1,194)

Cash flows from financing activities
Proceeds from the issue of shares                                               12                                 19
Net purchase of own shares for share trusts                                      -                                (16)
Net proceeds from borrowings                                                 2,737                                 13
Repayment of borrowings                                                       (544)                               (66)
Capital element of finance lease payments                                      (19)                               (12)
Increase in loan participation deposit                                        (196)                                 -
Dividends paid to shareholders of the parent                                  (192)                              (143)
Dividends paid to minority interests                                          (104)                               (96)
Net cash generated / (used) in financing activities                          1,694                               (301)

Net cash from operating, investing and financing                               (12)                              (384)
activities
Effects of exchange rate changes                                                 9                                (42)
Net increase/(decrease) in cash and cash equivalents                            (3)                              (426)

Cash and cash equivalents at 1 October                                         401                              1,056
Cash and cash equivalents at 31 March                                          398                                630





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") 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



                                 SABMiller plc

                           (Registration No. 3528416)



                               Company Secretary

                                A O C Tonkinson



                               Registered Office

                      SABMiller House, Church Street West,

                                     Woking

                                Surrey, England

                                    GU21 6HS

                          Telefax     +44 1483 264103

                           Telephone +44 1483 264000



                                  Head Office

                               One Stanhope Gate

                                London, England

                                    W1K 1AF

                         Telefax      +44 20 7659 0111

                           Telephone +44 20 7659 0100



                                Internet address

                            http://www.sabmiller.com



                               Investor Relations

                        investor.relations@sabmiller.com

                           Telephone +44 20 7659 0100





                              Independent Auditors

                           PricewaterhouseCoopers LLP

                               1 Embankment Place

                                London, England

                                    WC2N 6RH

                            Telefax +44 20 7822 4652

                           Telephone +44 20 7583 5000



                           Registrar (United Kingdom)

                               Capita Registrars

                                  The Registry

                               34 Beckenham Road

                                   Beckenham

                                 Kent, England

                                    BR3 4TU

                            Telefax +44 20 8658 3430

                    Telephone +44 20 8639 2157 (outside UK)

                       Telephone 0870 162 3100 (from UK)



                            Registrar (South Africa)

               Computershare Investor Services 2004 (Pty) Limited

                        70 Marshall Street, Johannesburg

                                  PO Box 61051

                               Marshalltown 2107

                                  South Africa

                           Telefax    +27 11 370 5487

                           Telephone +27 11 370 5000



                          United States ADR Depositary

                              The Bank of New York

                                 ADR Department

                               101 Barclay Street

                               New York, NY 10286

                            United States of America

                            Telefax +1 212 815 3050

                           Telephone +1 212 815 2051

                   Internet: http:// http://www.bankofny.com/

                 Toll free +1 888 269 2377 (USA & Canada only)












                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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Share price data provided by vwd group & financial data provided by Morningstar.