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SABMiller PLC - Preliminary Announcement

RNS Number:7530W
17 May 2007

                  Good growth with strong underlying momentum

SABMiller plc today announces its preliminary (unaudited) results for the year
to 31 March 2007. Highlights are:

-------------------------------------------  --------     --------     --------
                                               2007         2006             %

                                               US$m         US$m        change
-------------------------------------------  --------     --------     --------

Revenue (a)                                  18,620       15,307           22%

EBITA (b)                                     3,591        2,941           22%

Adjusted profit before tax (c)                3,154        2,626           20%

Profit before tax                             2,804        2,453           14%

Adjusted earnings (d)                         1,796        1,497           20%

Adjusted earnings per share (d)

- US cents                                    120.0        109.1           10%

- UK pence                                     63.4         61.0            4%

- SA cents                                    847.1        699.2           21%

Basic earnings per share (US cents)           110.2        105.0            5%

Dividends per share (US cents)                 50.0         44.0           14%

Net cash generated from operations            4,018        3,291           22%
--------------------------------             --------     --------     --------

* Group lager volumes up 23% to 216 million hectolitres (hl), organic growth 
  of 10%

* South America delivered pro forma volume growth of 12%, ahead of

* Excellent Europe organic volume growth of 11% and market share gains

* Good constant currency growth in South Africa supported by strong economic 

* Continued strong volume growth rates in China and India

* Difficult trading conditions persisted in North America

* Strong cash flows support the dividend increase of 14%

(a) Revenue excludes the attributable share of associates' revenue of
US$2,025 million (2006: US$1,774 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$428 million (2006: US$299 million), and share of associates' net finance
costs of US$9 million (2006: US$16 million).

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

              --------------------   ---------      ---------      -------------
                                        2007         Reported           Organic,
                                         EBITA         growth           currency
                                        US$m              %               growth
              --------------------   ---------      ---------      -------------

Latin America                            915            110                    *
Europe                                   733             29                 19
North America                            375            (17)               (17)
Africa and Asia                          467             11                 14
South Africa: Beverages                1,102              4                 14
South Africa: Hotels and Gaming          100             19                 31
Corporate                               (101)           (17)                 -
                                     ---------      ---------      -------------
Group                                  3,591             22                 12
                                     ---------      ---------      -------------
* Organic growth based on year on year Central America performance and South
America performance for the 5 1/2 months from 12 October 2006 to 31 March 2007
is 27%.

Statement from Meyer Kahn, Chairman

"These results demonstrate that the momentum of recent years is continuing
across our businesses. I am particularly pleased by the successful
implementation of the South America strategy that is delivering volume and
revenue growth ahead of expectations following a substantial integration
project. Our Europe business continues to deliver strong results and is
reporting a sixth consecutive year of double digit earnings growth. Both SA
Beverages and Africa and Asia divisions reported double digit growth in organic
constant currency EBITA.

SABMiller has a reputation for successfully transferring skills and technology
across the globe, repositioning beer markets and driving volume growth. Once
again we have shown the strength and depth of our brand portfolios and our
ability to grow robust businesses."

                   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

Fiona Antcliffe    Brunswick Group Limited                               Mob: +44 7974 982546

 A live webcast of the management presentation to analysts will begin at 9.30am
(BST) on 17 May 2007.
This announcement, a copy of the slide presentation and video interviews with
management are available
                                           on the SABMiller
       plc website at . Video interviews with management can
also be found at

     High resolution images are available for the media to view and download
free of charge from

 Copies of the press release and the detailed Preliminary Announcement are
available from the Company
          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

The group has delivered good growth for the year, and ended with a strong fourth
quarter performance. Our portfolio of developing and developed market businesses
delivered organic growth in lager volumes of 10% and growth in EBITA of 12% on
an organic, constant currency basis, despite higher commodity costs and
challenging trading conditions in North America. The group EBITA margin
increased to 17.4%, an increase of 20 basis points over the prior year. This
translated into a 10% increase in adjusted earnings per share of 120.0 US cents.

Total beverage volumes were up 10% on an organic basis, and 23% above last year
on a reported basis at 272 million hl as the prior year only included a partial
contribution from our South American business from 12 October 2005. Total lager
volumes were 216 million hl.

Overall, these results continue to demonstrate the strength of the group's
growth profile and the advantage of its bias towards developing beer markets
around the world. Europe and Latin America delivered excellent growth. Europe's
impressive performance represents the division's sixth consecutive year of
double digit earnings growth, driven by its focus on trade marketing and the
development of a full brand portfolio in its markets. These portfolios have
benefited from continuous renovation of mainstream brands, the introduction of
new premium products, utilisation of innovation in product packaging and point
of sale materials and the addition of our international premium brands. In South
America, our strategy is delivering volume, revenue and earnings growth ahead of
expectations, as new brand launches and packaging renovations contributed to an
acceleration of volume growth in the second half of the year. Robust
performances in our South American businesses were underpinned by positive
macroeconomic performance, with GDP growth of more than 6% in our larger

Net cash generated from operations was 22% above the prior year, reflecting the
overall strength of the trading performance and our strong cash characteristics.
The group's gearing decreased at the year-end to 45.8% from last year's 52.3%.

The board has proposed a final dividend of 36 US cents per share, making a total
of 50 US cents per share for the year, an increase of 14% over the prior year.
The dividend is covered 2.4 times by adjusted earnings per share.

Strategic review

These good results are a consequence of the group's delivery against its four
main strategic initiatives, namely:

Creating a balanced and attractive global spread of businesses

SABMiller is building a diversified portfolio of businesses to deliver industry
leading growth and to provide a platform for the application of the group's
proven skills and techniques. During the year we formed Pacific Beverages, a
joint venture with Coca Cola Amatil in Australia, to import, market and
distribute three of the group's international premium brands. In Vietnam, the
group's joint venture with Vinamilk made significant progress as its brewery
near Ho Chi Minh City moved into production, establishing a platform in this
fast growing market.

In India, we acquired the Foster's brand and brewery which has now been
successfully integrated into our existing business, and pro forma annual volume
growth of 36% has been recorded by the combined business. The Empressa N'Gola
brewery in Southern Angola which SABMiller has managed under contract for many
years, was privatised in December 2006, with SABMiller acquiring a 45%

In China, our associate CR Snow has continued to consolidate its position as the
country's largest brewer with the purchase of further breweries and investment
in greenfield development. During the year we acquired five breweries, as well
as the remaining 38% minority shareholding in the Blue Sword group which CR Snow
did not already own, consolidating our interests in the South West of the

In South America, we announced the disposal of non-core juice interests in
Colombia and the Pepsi bottling and hotel interests in Costa Rica, and acquired
minority shareholdings in Colombia, Peru and Ecuador.

Developing strong, relevant brand portfolios in local markets

SABMiller seeks to build portfolios of local brands which collectively address a
wide range of consumer segments, thereby maximising profitability through the
optimal combination of scale and margin. During the year we have undertaken
successful brand positioning and packaging renovations in Colombia, where our
Aguila, Pilsen and Poker brands have been clearly separated to ensure they
occupy unique consumer positioning which appeals beyond the brands' traditional
regional markets.

In Europe, Poland's leading beer brands, Tyskie and Zubr, grew volumes in double
digits as Tyskie successfully returned to growth following some years of
marginal decline. In Romania, our business overcame capacity constraints in the
first half of the year, and Timisoreana Lux was repositioned from a regional
brand to become the strongest growing brand in the country, assisted by a new
two litre PET pack.

In North America, the Miller Brewing Company has continued to build its brand
portfolio in the fast-growing worthmore category with the addition of a number
of exciting brands to its portfolio. In the first half of the year it announced
the acquisition of Sparks, a leader in the caffeinated alcoholic malt beverage
category. Alongside Peroni Nastro Azzurro, which is demonstrating clear sales
momentum, Miller Brewing Company will import a number of SABMiller's South
American brands to capitalise on the high growth in imported beer brands, and a
national rollout of the worthmore light lager, Miller Chill, is underway.

Increased investment in marketing and pack innovation is driving strong premium
category growth in South Africa, with packaging enhancements for Castle Lite and
Redds, in addition to the launch of two new products, Sarita, an apple flavoured
ale, and a lemon flavoured Brutal Fruit variant.

Driving local performance

The group has a strong record of driving year-on-year improvements in its
operational performance as evidenced by EBITA margin improvements.

Around the world, our manufacturing capability continues to improve in terms of
its productivity, efficiency and flexibility. At Miller Brewing Company,
improved brewery efficiencies and cost savings partially offset very significant
commodity cost increases thereby limiting the rise in cost of goods sold per
hectolitre to mid single digits. This strategy applies to more than just
manufacturing. Significant improvements have been made in the entire value chain
from brewery to consumer. In Italy, a focus on improving our distribution
logistics, better segmentation and analysis of the channels to the consumer, and
ensuring the right conditions and consumer experience at the point of sale have
resulted in strong volume growth, ahead of the domestic market.

In Latin America, market share gains were achieved against strong competition in
Peru, Ecuador, Panama and El Salvador, as our businesses invested in building
brand equity and in service levels to the trade.

Benefits from global scale

Despite the local nature of the brewing industry, access to the benefits of
global scale is increasingly important as the environment becomes more
competitive. SABMiller aims to identify areas of competitive advantage afforded
by its growing global footprint and capitalise on these. The successful
integration of our operations in South America, which are now delivering ahead
of expectations, benefited from access to SABMiller global resource, skills and
expertise which were introduced within a short period of the transaction.

The group's international premium brands continue to make good progress, with
international sales volumes of Peroni Nastro Azzurro up 47%, Miller Genuine
Draft up 13% and Pilsner Urquell up 8%. During the period Peroni Nastro Azzurro
was launched in Peru, Colombia and Puerto Rico. Additionally, the group is
investing in a growing number of regional brands, such as our Czech brand Kozel
in Eastern Europe and Barena, a regional brand in Latin America. Kozel was
launched in Russia in 2002 and following subsequent regional expansion it is now
our fourth largest brand in Europe, with a compound annual volume growth rate of
over 27% in the last five years, both in Czech and across the region.


This has been another year of good growth for the group, with a particularly
strong performance in the fourth quarter.

We have established a compelling portfolio of brands and businesses and, given
the strong growth in many markets, we will be increasing our investments behind
these assets in the coming year. While we face some challenges, including
increasing commodity cost pressures and the need to rebuild our share of the
premium segment in South Africa, we expect the group's underlying progress of
recent years to continue.

Operational review

Latin America

                                               constant   Bavaria(2)
Financial                                      currency   (April-Oct
summary                       2006   Currency  growth(1)       2006)      2007

Group revenue
(US$m)                       2,165       (27)       420        1,834     4,392
(including share of

EBITA(3) (US$m)                436        (8)       117          370       915

EBITA margin
(%)                           20.1                 27.9         20.2      20.9

Sales volumes (hl 000)
              - Lager       16,163                2,212       16,573    34,948
              - Carbonated
                soft drinks
                (CSDs)       7,335                  362        1,361     9,058
              - Other
                beverages    6,049                  464        3,903    10,416

1 Represents full year growth for Central America, and growth for South America,
for the period of 12 October 2006 -31 March 2007, over the 2006 comparative.

2 Represents the results of Bavaria from 1 April 2006 to 11 October 2006, for
which there are no comparative period data.

3 In 2007 before exceptional items of US$64 million (2006: US$11 million) being
integration and restructuring costs.

EBITA for the region was US$915 million. Organic constant currency growth of
US$117 million represents growth of 27% on the prior year. The results in Latin
America reflect robust market performances and successful business initiatives
in each country underpinned by strong economic growth in the region. In South
America the strong momentum reported at the half year continued into the second
half with pro forma lager volumes increasing by 12% for the year, while in
Central America both beer and CSDs showed commendable performances with growth
of 8% and 6% respectively. The integration of operations in South America into
the SABMiller group has been successfully completed during the year.

In Colombia lager volumes for the year grew by 11% on a pro forma basis driven
by solid economic growth, successful brand and packaging renovations, increased
marketing investment and improved retail price discipline, which drove lower
retail prices. Brand renovations during the second half of the year included the
local premium brand Club Colombia, and Pilsen in the mainstream segment, while
in the premium segment our Peroni Nastro Azzurro brand was successfully
launched. Trade marketing capabilities have been upgraded and include the
appointment of brand developers to focus on quality of point of sale and
enhancement of drinking occasions, while order taking has been supplemented with
a telesales operation. Improvements have also been made in the distribution
system, notably the introduction of a deposit system for returnable containers
in October 2006, while national pricing was introduced from December 2006.
Strong growth has necessitated investment in production capacity and a new 3.5
million hl brewery in western Colombia is scheduled to come on stream in October
2007. Corporate restructuring proceeded during the year including an offer to
minority shareholders which resulted in an increase in SABMiller's effective
interest in Bavaria S.A. to 98.5%. The sale of Productura de Jugos S.A, our
fruit juice and fruit pulp manufacturer received the necessary regulatory
approvals, and is expected to be completed by the end of May 2007.

A good performance was reported by our Peru operations with pro forma lager
volume growth of 16% for the year, which was assisted by strong GDP growth of
8%, as well as the impact of competitive pricing in the earlier part of the
year. Our flagship mainstream brand Cristal was relaunched with a new and
innovative packaging design and clear positioning as the beer of the Peruvians,
resulting in annual growth of 27% and a significant improvement in market share.
This, together with further investment in marketing, brand renovations and new
brand launches in the second half of the year, particularly in the premium
category, resulted in the company increasing its market share year on year to
92%. In the premium segment, our Peroni Nastro Azzurro brand was launched in
February 2007 following the launch of our regional brand, Barena, in October
2006 and Cusquena was relaunched in new packaging during March 2007. Pack mix
has improved in favour of returnable packaging, influenced by the introduction
of a deposit system in November 2006, while our route to market will benefit
from the organisational change focusing on channel marketing based on
consumption occasions. Corporate restructuring continued, including the purchase
of further minority shareholdings, with SABMiller's effective interest in Backus
& Johnston increasing to 93.3%.

In Ecuador pro forma lager volume growth of over 12% was driven by the flagship
mainstream brand Pilsener, capitalising on favourable economic conditions and
buoyant consumer demand, underpinned by the brand's mid year packaging upgrade.
Market share gains in the fourth quarter confirmed the strength of this brand as
the leading brand in Ecuador. Total beer market share increased by nearly one
percentage point to 95.3% at the end of March 2007. The favourable volume
performance together with a 7% price increase earlier in the year boosted

In Panama we increased our share of the beer market by 2.5% on a year-on-year
basis to reach 84%, with the market growing by an estimated 4%, fuelled by
strong GDP growth. Our mainstream brands Atlas and Balboa have performed well,
contributing to total pro forma volume growth of 7%, despite a significant price
increase introduced in July 2006.  The relaunch of SABMiller's international
premium brand, Miller Genuine Draft, in October 2006 has strengthened our
performance in the premium segment. In the non beer segment, the unit performed
well ahead of the prior year with sales volumes increasing by 11%, mainly driven
by CSDs.

In Honduras lager sales volumes grew by 3%, while CSDs reported growth of 9%.
The volume growth of our Barena brand in the lager premium segment has improved
the mix, and together with the full year effect of price increases in February
2006, has enhanced profitability. Innovation continued with Port Royal Gold
Grand Reserve launched in a 12oz aluminium bottle at a premium price. CSD volume
growth was impacted by competitive pricing and discounting in the market, with a
shift in mix to family packs tempering price gains.

The trading environment in El Salvador showed signs of improvement compared with
the prior year. However the country continues to attract high levels of
competition in both lager and CSDs. Our operations performed strongly with lager
volume growth of 14% assisted by good economic growth, and market share
increased. Mix improved with our local premium brand, Golden Light, reporting
growth of 36%. CSD volumes grew by 5% with robust market share gains on the back
of above inflation price increases in April 2006. The benefit of better pricing
in CSDs was somewhat reduced by adverse pack mix.

Towards the end of the year, SABMiller entered the Puerto Rico market with the
launch of Peroni Nastro Azzurro in March 2007. The sale of our Costa Rican Pepsi
soft drink bottler was completed in April 2007.

In line with the strategic initiatives and plans for the region, a significant
amount of restructuring and integration has been completed with one-time
integration costs of $64 million recorded during the year, mostly related to
packaging upgrades and organisational restructuring. Capital investment levels
will increase in the next year as we continue to implement our restructuring


Financial summary                           2007               2006          %

Revenue (US$m)                             4,078              3,258         25

EBITA* (US$m)                                733                569         29

EBITA margin (%)*                           18.0               17.5

Sales volumes (hl 000)
                    - Lager               40,113             35,664         12
                    - Lager organic       39,641             35,664         11

* In 2007 before net exceptional costs of US$24 million (2006: nil) being profit
on disposal in Italy of US$14 million less restructuring costs of US$7 million
primarily in Slovakia and an adjustment to goodwill on acquisition of US$31
million for Birra Peroni .

Europe again delivered excellent results, with total lager volume growth of 12%
(organic 11%) and EBITA improving by 29%. Volumes were strong in Poland, Russia
and Romania, while most other operations outperformed their underlying market
growth. Volume performance was boosted by the favourable weather conditions
which prevailed during the year, including an exceptionally mild winter,
generally buoyant economies and the soccer World Cup. Direct marketing
investment grew in line with revenue while productivity was up 6% reflecting
improved scale efficiencies. EBITA margin enhancement of 50 basis points was
assisted by positive brand mix with premium brands growing 15%.

Reported EBITA growth of 29% was enhanced by strong currencies, with organic
constant currency growth of 19%. During the second half, margins tightened with
a move to non-returnable packaging, particularly cans, where volumes were up
34%. Poor 2006 barley and hop harvests resulted in significantly increased malt
and brewing costs in the final quarter, whilst skills shortages, and noticeable
wage pressures, emerged across Central and Eastern Europe.

In Poland our volumes were up 13% and market share increased by 1% to 39%.
Industry growth was 10% due to the combined effects of the soccer world cup, a
warm summer and mild winter, a buoyant economy and growth in personal incomes.
The operation achieved a small real price increase, a trend improvement from
prior years, while industry prices declined in real terms. Tyskie and Zubr,
Poland's two leading beer brands, grew volumes by 10% and 23% respectively,
whilst our upper mainstream brand Lech grew 9%. In the premium segment, our
flavoured beer Redd's grew 42% with a new variant, upgraded packaging, and a
successful repositioning of the range towards female consumers, contributing to
growth in volumes. Sales and distribution initiatives have focused on increased
product visibility, more chilled product availability and improving share of
display within outlets. Marketing support has centred on enhanced consumer and
outlet segmentation and shopper marketing techniques. Current expansion of
brewing and packaging will increase annual capacity from 12.5 million hl to 15
million hl by July 2007, with the Tychy brewery having capacity of 8 million hl.

In the Czech Republic volumes grew by 1% which was in line with the industry,
and domestic volume share was stable at 49%. Our strategy to build value share
continued, with our premium brands up by 2% overall while our economy brands
declined by 8% as we chose not to follow aggressive competitor price discounting
in this segment. Pilsner Urquell grew by 4% and exceeded 1 million hl for the
first time. This performance was achieved by expanding our presence in the
on-premise channel, as well as the launch of new packaging and a focus on
shopper marketing in large format supermarkets. Volumes of our leading Czech
brand Gambrinus (26% market share) declined in the on-premise channel following
a price increase. However, off-premise growth was strong, supported by new
primary and secondary packaging, the introduction of new multipacks, and brand
sponsorship of the Czech national soccer team during the world cup. Kozel grew
by 10% in the domestic market, following the introduction of a new proprietary
bottle, new labelling and a new variant. Across Central and Eastern Europe,
Kozel is now marketed and sold in several of our countries and total volumes
were up 17% to 2.5 million hl. Exports to the key German market were well up
with Pilsner Urquell growing by 31% and now established as the leading premium
imported beer in the off-premise channel. Price increases marginally ahead of
inflation were achieved, largely in the on-premise channel.

In Russia, volumes ended 24% up on prior year, well ahead of the market growth
of 17%. Price increases of 5% were achieved against generally restrained
industry pricing, and our national value share continued to increase. We
significantly increased our investment in coolers and extended retail coverage
by 25%. Miller Genuine Draft returned to robust growth, with volumes up 21% and
a new half litre bottle driving new consumption occasions. Zolotaya Bochka, the
fastest growing local premium brand, was up 40% with the launch of a twist-off
crown, and Pilsner Urquell and Redd's both grew strongly. Our marketing effort
now includes non-traditional media, with the use of internet based marketing
techniques. Profitability was improved by considerable operating leverage. The
expansion of our Kaluga brewery to 6 million hl continued on schedule and in
March 2007 we announced a new 3 million hl brewery to be constructed for $170
million in Ulyanovsk, 1000km east of Moscow.

In Italy, the beer market grew by an estimated 3%, benefiting from some
improvement in economic performance, increased consumption during the soccer
world cup and a mild winter. Excluding imports, domestic industry production was
up 1%, whilst Birra Peroni's total volume growth was 2%, with branded domestic
volumes 5% higher than last year and private label declining by 28%, as we
continued our managed reduction in our presence in this category. Nastro Azzurro
was up 9% with premiumisation of the brand continuing through key prestige
sponsorships and a marketing position focused on Italian style and design. The
Peroni brand accelerated to 6% growth from the 2% posted last year, supported by
a successful draught launch in the Northern provinces. Exports of Peroni Nastro
Azzurro continued their strong momentum. The operation has recorded a solid
improvement in profitability.

In Romania, industry volume growth is estimated at 20%, led by the continuing
performance of mainstream PET. Our operation was capacity constrained during the
first half of the year but nevertheless grew full year volumes by 23% and year
on year market share rose by 60 basis points to 22% driven by second half volume
growth of 42%. Our premium brand Ursus grew by 16%. Our mainstream Timisoreana
Lux brand grew by 59% and was the strongest growing brand in the market,
assisted by the newly launched two litre PET pack. Industry pricing remained
subdued. Following from the strong growth of recent years, capacity is being
expanded from 4.3 million hl to 6.3 million hl over the next 18 months.

In Hungary, our volumes grew by 7% and outperformed the market. This performance
was achieved against a backdrop of significant fiscal austerity measures
impacting consumers, a 20% excise increase, and competitor discounting.

In Slovakia the major focus has been the integration of Topvar, which was
completed successfully during the year. Organic growth of our brands was broadly
in line with the market which was up by an estimated 2% as it begins to exhibit
signs of recovery from the major excise rises of recent years. In the Canaries,
our international brands gained almost 3% whilst profits were boosted by the
distribution of Red Bull and the introduction of Appletiser, alongside the
existing Compal range of juices.

In its first full year of operation, Miller Brands UK has exceeded our
expectations with volumes and revenues ahead of plan. Peroni Nastro Azzurro,
supported by innovative marketing and increased distribution, has grown 36%. The
prior year decline in Miller Genuine Draft has been halted, and Pilsner Urquell
has been successfully repositioned. In February 2007, the two key Polish brands
Tyskie and Lech were added to the portfolio and are growing strongly.

North America

Financial summary                                  2007         2006         %

Revenue (US$m)                                    4,887        4,912        (1)

EBITA (US$m)                                        375          454       (17)

EBITA margin (%)                                    7.7          9.3

Sales volumes (hl 000)
- Lager - excluding contract brewing             46,591       47,059        (1)
        - contract brewing                        8,907       10,246       (13)
- Carbonated soft drinks (CSDs)                      84           74        13

Lager - domestic sales to retailers (STRs)       43,897       43,964         (-)

Miller Brewing Company experienced a difficult year with significantly higher
commodity costs, declining Miller Lite volume and price competition in the
economy segment negatively impacting results. However, in line with its
strategy, the company continued to migrate its brand portfolio to higher margin
segments, deliver domestic revenue increases, and invest in its core brands and
organisational capabilities in order to drive sustainable, long-term growth.

As the US beer industry continued to feel the impact of consumers trading into
wine and spirits, volume performance of mainstream domestic beers was outpaced
by import and craft brands. Total US industry domestic shipment volumes
decreased by 0.4% during the financial year, while imports increased 13.1%.

In this trading environment, Miller's US domestic sales to retailers (STRs) were
level with the prior year and down 3% on an organic basis, excluding the
acquisition of the Sparks and Steel Reserve brands at mid-year. Domestic
shipments to wholesalers (STWs) were in line with STRs in the period. There was
one less trading day in the year under review in comparison to the prior year.

Total shipment volumes, excluding contract brewing, declined by 1% as export
sales to non-group market places declined due to challenging trading conditions.
Contract brewing volumes were lower by 13%, largely due to the acquisition of
Sparks and Steel Reserve which Miller had previously brewed under contract, and
are down 4% on an organic basis.

Miller Lite sales declined by 1% as the brand cycled strong prior year
comparisons and faced broader competition in the low calorie segment from import
and craft entrants. Miller Genuine Draft continued its decline broadly in line
with the overall decline in the full-calorie mainstream domestic segment.

While Miller High Life sales decreased in low single digits, a new advertising
campaign in the third quarter helped drive positive trends in core markets by
the end of the fourth quarter. Milwaukee's Best franchise sales declined in
mid-single digits due to pricing dynamics within the economy segment. Miller
High Life and Milwaukee's Best trends were both negatively impacted by reduced
pricing gaps between the economy and mainstream segments, both at the wholesale
and retail level.

Miller's worthmore platform continues to grow, robustly led by Peroni and
Leinenkugel's, both of which brands significantly outperformed their respective
import and craft segments. Sparks, which Miller acquired in August 2006,
continues to perform strongly as the leader in the fast-growing caffeinated
alcohol beverage segment.

Total revenue declined slightly by 1% versus the prior period, to US$4,887
million. Contract brewing revenues declined by 13%, but increased marginally
after adjusting for the shift of Sparks and Steel Reserve from contract brewing
to domestic brewing. Domestic net revenue per hl increased 1.7%, driven by price
increases of nearly 2%. Improved brewery efficiencies and cost savings partially
offset very significant commodity cost increases, thereby limiting the increase
in cost of goods per hectolitre sold to mid-single digits.

Miller strengthened its sales capabilities with the addition of specialised
sales staff for Sparks and import brands. Furthermore, in the fourth quarter,
Miller announced plans to create new model markets in Texas and Florida/Georgia
in which it will deploy sales, marketing, planning/strategy and finance
capabilities locally to better capture business opportunities. Based on the
learnings from these initial markets, Miller intends to roll-out this initiative
to additional markets in the next fiscal year.

EBITA for the period of US$375 million was 17% lower than the prior year, driven
primarily by higher input costs of fuel, glass and, especially, aluminium.
Overall EBITA margin decreased to 7.7% due mainly to the challenging input costs

Going forward, Miller has set itself strategic objectives of which the primary
objective is to grow Miller Lite in the mainstream light segment. Secondly it is
to strengthen Miller's worthmore portfolio through expanding the distribution of
Sparks, Leinenkugel's and Peroni and adding Miller Chill, a new light lager, and
various South American brands. Miller also intends to maximise the sales and
profitability of its legacy brands, whilst it is committed to delivering further
operational efficiencies, which includes projects to deliver savings of US$100
million by 2010, to reinvest into sales and marketing and improving margins.

Africa and Asia

Financial summary                                         2007      2006     %

Group revenue (including share of associates) (US$m)     2,674     2,221    20

EBITA (US$m)                                               467       422    11

EBITA margin (%)                                          17.5      19.0

Sales volumes (hl 000)*
- Lager                                                 68,067    50,956    34
- Lager organic                                         64,429    50,956    26
- Carbonated soft drinks (CSDs)                          4,796     4,061    18
- Other beverages                                       15,137    13,093    16

* Castel volumes of 15,407 hl 000 (2006: 13,991 hl 000) lager, 9,424 hl 000
(2006: 8,557 hl 000) CSDs, and 3,320 hl 000 (2006: 3,015 hl 000) other beverages
are not included.

Africa and Asia growth momentum continued for the year, with lager volume growth
of 34% (organic growth of 26%) and reported EBITA growth of 11%, despite
currency weakness in some of the African countries. Organic volume growth has
been assisted by innovation, packaging upgrades and brand renovation. Whilst
EBITA increased in Asia and in Africa, despite headwinds in Botswana, geographic
EBITA mix in Africa combined with faster revenue growth in Asia resulted in an
anticipated lower EBITA margin for the region.


Lager volumes for Africa, excluding Zimbabwe, grew 7% for the year while growth
in total volumes, excluding Zimbabwe, was 11%. Continued economic growth in most
countries, ongoing brand renovation and further improvements in distribution
networks combined to deliver this result. Zimbabwe continues to experience
difficult economic and political conditions with foreign currency shortages a
key issue.

Mozambique enjoyed a third consecutive year of volume growth, with lager volumes
advancing 10% on the back of improving economic fundamentals, a strong brand
portfolio and new distribution centres in the North. Our key brands, 2M, Manica
and Raiz, performed well. Recent flooding in the Zambezi river delta did little
to hamper the ongoing volume growth. During the year a new brewhouse was
commissioned in Maputo with a further new brewhouse planned for Beira, in the
coming year.

Tanzania posted lager volume growth of 8% with recent packaging changes in key
brands driving much of this growth. Castle Lager was reintroduced in a new long
neck bottle, posting double digit growth, notwithstanding its price premium and
our local premium brand, Ndovu, was successfully relaunched as a pure malt 
lager. Profitability was constrained by the effects of currency weakness and 
higher input and energy costs

Uganda's lager volumes again grew in double digits this year with volumes up
12%, and our core mainstream brands of Nile Special and Club enjoyed good growth
during the year. Profitability improved despite increased fuel costs.

Following the effects of prior year devaluations and pressure on consumer
disposable incomes, Botswana recorded another year of decline with lager volumes
down 4%. Cost pressure was evident throughout the year as the operation is
heavily reliant on imported goods and services with the consequent impact on
profit margins. The final quarter, however, reflected growth in all beverage

Elsewhere in Africa, Ghana benefited from a successful new brand launch, Stone
Lager, which drove market share gains and improved profitability. Our innovative
sorghum-based Eagle lager continues to play a meaningful role in the economy
segment across the region and is now available in Uganda, Zambia and Zimbabwe
and was launched in Tanzania in April.

CSD volumes in Angola grew by 34% to surpass 2.5 million hl. Ongoing capacity
upgrades are planned to meet ongoing growth. The Empressa N'Gola brewery in
Southern Angola which SABMiller has managed under contract for many years, was
successfully privatised in December 2006, with SABMiller acquiring a 45%

Castel delivered a strong performance with lager volumes growing 11% while CSD's
increased by 9%. Ethiopia and Angola provided above average growth with
continued improvements in the more established markets in Cameroon, Gabon and


China maintained the momentum reported at the half year with organic volume
growth for the full year of 30% well above industry growth rates, and all
regions posted growth. Our national brand, Snow, showed a higher growth rate,
with annual volumes approaching 30 million hl. Snow is now the leading brand by
volume in China, driven by the combined impact of national brand campaigns and
the expansion of our production base.

The greenfield brewery in Guangdong province was commissioned in February 2006
and produced volumes of 550,000 hl in its first full year. During the year we
acquired five breweries and in December 2006 we announced the acquisition of the
38% minority shareholding in the Blue Sword group of companies in Sichuan
Province which is expected to be completed in May 2007.

Increases in energy costs impacted the business, and price increases, were
insufficient to offset the full impact of the cost increases and higher
marketing spend. Profit margins were also impacted by start-up costs and initial
losses at our greenfield breweries

India also recorded excellent lager volume growth of 36% on a pro forma basis,
above industry growth rates. Volumes were notably strong in Andra Pradesh as
well as Punjab and Haryana where industry reform provided a boost to volumes.
Continuing capacity expansion is planned to meet demand in this fast growing
market. The Foster's brewery and brand acquired during the year have been
successfully integrated and production of the brand will be rolled out to other
of our breweries in the coming year.

Our new joint ventures in Australia and Vietnam commenced trading during the
second half of the year.

With strong volume growth expected across the division, increased capital
expenditure in a number of countries will be necessary to meet capacity

South Africa: Beverages

Financial summary                                         2007      2006     %

Group revenue (including share of associates) (US$m)     4,274     4,204     2

EBITA (US$m)                                             1,102     1,062     4

EBITA margin (%)                                          25.8      25.3

Sales volumes (hl 000)
- Lager                                                 26,543    25,951     2
- Carbonated soft drinks (CSDs)                         14,967    14,154     6
- Other beverages                                        1,019       828    23

South Africa has experienced good economic growth over the last year with gross
domestic product growing at 5%, supported by strong consumer demand,
notwithstanding firmer interest rates and inflationary pressures driven by
higher food and fuel prices.

We recorded lager volume growth of 2.3%, and total soft drink volume growth of
7% supported by strong CSD volume growth of 6%. The double digit growth trend in
other beverages continued, particularly in the water and energy drink
categories. Performance was driven by buoyant fourth quarter sales in both lager
and soft drinks operations with lager volumes up over 8% and soft drink volumes
up 33% over the prior year. Both operations benefited from the exceptionally hot
and dry weather conditions experienced over the last quarter of the year. Soft
drinks volumes were also boosted in the final quarter by replenishment of
customer stocks following the carbon dioxide supply problems in the third
quarter which severely limited CSD sales.

The premium and flavoured alcoholic beverage (FAB) categories continued to drive
growth in lager volumes. Investment in marketing and pack innovation within
these categories underpinned the 23% growth in premium lager volumes and the 9%
increase in FABs for the year. The termination of the Amstel license in early
March 2007 did not impact sales volumes for the year. Strong performances were
delivered by Castle Lite, Miller Genuine Draft and Peroni Nastro Azzurro brands.
Mainstream beer volumes were marginally lower than the prior year despite
renewed growth in Hansa and Castle Milk Stout.

This lager volume performance, supported by favourable premium mix benefits,
delivered constant currency revenue growth of over 11% on the prior year. Raw
material input costs increased as a result of higher commodity prices and the
relatively weaker rand exchange rate, although favourable currency hedging
positions, which were in place for much of the year, helped to mitigate these
cost increases to below inflation in the year under review.

Distribution costs rose by some 20% in the current year principally resulting
from the expansion of direct deliveries to customers, as we implemented our
market penetration initiative. By the end of the year the lager customer base
had increased by 20% and the soft drink customer base by 8%.

Constant currency EBITA growth of 14% was achieved and the focus on fixed cost
productivity as well as minimising raw material input costs assisted EBITA
margin to improve by 50 basis points to 25.8%.

Our continuing innovation agenda led to a number of new product launches and
pack renovations in the year. Both Castle Lite and Redd's packaging were
enhanced, with a silver neck foil being added to the Castle Lite pack and all
Redd's packs were redressed with contemporary pressure sensitive labels. The
375ml returnable bottle was replaced with a new 330ml returnable bottle. Our FAB
portfolio was bolstered by the introduction of two new products. A new
apple-flavoured premium brand, Sarita, was introduced and the Brutal Fruit
product range was enhanced by a new lemon flavoured variant. Peroni Nastro
Azzurro was launched in draught format in March 2007 following the success of
this brand's single serve offering. Hansa Marzen Gold, a rich malt beer, was
launched in early May 2007 and will build on our expanding portfolio of premium
lagers. The 750ml returnable bottle for our mainstream brands will also be
replaced by a new equivalent sized bottle over the next 18 months. This
intensified market innovation leverages the installed manufacturing capacity as
well as the investment in labeling capacity initiated last year.

Normalisation of the liquor trade, through formal government licensing of
previously unlicensed outlets (or "shebeens") has proceeded slowly over the past
year, notwithstanding the progress made in a number of provinces where enabling
legislation to issue new liquor licences has been promulgated. Our taverner
training programme, aimed at uplifting new taverners' business skills, has seen
a further 5,000 taverners trained over the last year bringing the total number
trained to date to 12,400. This training programme is closely aligned with the
market penetration initiative, to ensure improved commercial capabilities of new

The Department of Trade and Industry issued the final BEE (Broad Based Black
Economic Empowerment) codes of good practice in early February 2007. Given that
the BEE Act allows for the development of sector specific codes of good
practice, the Liquor Industry Charter Steering Committee, in which we
participate, will be meeting with the Department of Trade and Industry to
discuss their respective expectations with the formulation of a sector code for
the liquor industry.

As a result of a private arbitration award in favour of Heineken, and Heineken's
subsequent decision to terminate the Amstel license in March 2007, SA Beverages
stopped manufacturing and distributing Amstel lager in South Africa. As
announced in March 2007, the loss of Amstel has had no material impact on the
earnings for the year under review. SA Beverages expects to mitigate the
financial impact in the next financial year and going forward, through a number
of initiatives including drawing upon SABMiller's global portfolio of brands and
market experience, extending reach into direct distribution and broadening its
premium offerings but there will nevertheless still be a negative financial
impact in the March 2008 financial year. In the financial year under review, on
a proforma basis, SA Beverages estimates that this would have amounted to some
US$80 million at the EBITA level and expects the impact in the next financial
year to be at a similar level.

Sales of Appletiser in South Africa continued to show strong growth both in
South Africa and internationally, with volumes up 13%

Distell's domestic sales volumes increased, with gains in the spirits and cider
category, particularly in the premium sector, both contributing to improved
sales mix. International volumes also grew, continuing the trends seen in prior
years. Further improvements in operating efficiencies in production have also
contributed to improved margins.

South Africa: Hotels and Gaming

Financial summary                                   2007          2006       %

Revenue (share of associate) (US$m)                  340           321       6

EBITA (US$m)                                         100            84      19

EBITA margin (%)                                    29.3          26.1

Revenue per available room (Revpar) - US$         $62.21        $55.87      11

SABMiller is a 49% shareholder in the Tsogo Sun group. The performance of Tsogo
Sun continued to be assisted by a buoyant South African economy. The casino
industry in general and Tsogo Sun Gaming in particular have shown real growth in
revenue. The South African hotel industry has reported one of its best years on
the back of a robust local economy and growth in international arrivals. Strong
demand coupled with limited capacity growth to date, is underpinning significant
real growth in average room rates.

The improved level of trading, assisted by good cost controls, resulted in a
strong improvement in EBITA and margins.

Financial review

New accounting standards and restatements

The accounting policies followed are the same as those published within the
Annual Report and Accounts for the year ended 31 March 2006 amended for the
changes set out in note 1, which had no impact on group results. The Annual
Report and Accounts are available on the company's website,
The balance sheet as at 31 March 2006 has been restated for further adjustments
relating to initial accounting for business combinations, further details of
which are provided in note 10.

Segmental analysis

The group's operating results on a segmental basis are set out in the segmental
analysis of operations, and the disclosures are in accordance with the basis on
which the businesses are managed and according to the differing risk and reward
profiles. SABMiller believes that the reported profit measures - before
exceptional items and amortisation of intangible assets (excluding software),
and including associates on a similar basis (i.e. before interest, tax and
minority interests) - provide to shareholders additional information on trends
and allow for greater comparability between segments. Segmental performance is
reported after the specific apportionment of attributable head office service

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, but revenue
from contract brewing is included within revenue. Reported volumes exclude
intra-group sales volumes.

Organic, constant currency comparisons

The group discloses certain results on an organic, constant currency basis, to
show the effects of acquisitions net of disposals and changes in exchange rates
on the group's results. Organic results exclude the first twelve months' results
of acquisitions and investments and the last twelve months' results of
disposals. Constant currency results have been determined by translating the
local currency denominated results for the year ended 31 March 2007 at the
exchange rates for the comparable period in the prior year.

Acquisitions and disposals

On 3 July 2006, the group announced that it had entered into an agreement to
acquire the Sparks and Steel Reserve brands from US contract brewing partner
McKenzie River Corporation for a cash consideration of US$215 million. This
transaction was completed on 11 August 2006.

On 4 August 2006, the group announced that it had entered into an agreement to
acquire a 100% interest in the Foster's operation and brand in India at a cost
of US$127 million. This transaction was completed on 12 September 2006.

On 10 August 2006, the group announced that it had entered into a 50/50 joint
venture with Coca-Cola Amatil to import, market and distribute SABMiller's
international premium brands in Australia. The joint venture, Pacific Beverages
Pty Ltd, commenced operations in December 2006.

During the year the group has also continued to purchase further minority
shareholdings in Colombia, Peru and Ecuador.

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$93 million were reported during the year. Of these,
$69 million relates to integration and restructuring costs incurred in Latin
America of which US$64 million (2006: US$11 million) was incurred in the region
and US$5 million (2006: US$4 million) in the corporate centre. Europe has also
reported a net exceptional cost of US$24 million. This comprises a profit on the
disposal of land in Naples of US$14 million less integration costs of US$7
million principally incurred in Slovakia, and an adjustment to goodwill at Birra
Peroni. As required under IFRS, to the extent that a business is able to
utilise, after an acquisition, previously unrecognised deferred tax assets, an
adjustment to goodwill is required with a compensating adjustment to tax. During
the year we have recorded such an adjustment for US$31 million and this has been
included within exceptional items.

Borrowings and net debt

Gross debt at 31 March 2007, 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, has decreased to US$7,358 million from
US$7,775 million at 31 March 2006 (as restated for the finalisation of the South
America opening balance sheet).  Net debt comprising gross debt net of cash and
cash equivalents and loan participation deposits has decreased to US$6,877
million from US$7,107 million at 31 March 2006 (as restated) reflecting the cash
generated by the group less capital investments. An analysis of net debt is
provided in note 9. The group's gearing (presented as a ratio of debt/equity)
has decreased to 45.8% from 52.3% at 31 March 2006 (as restated). The weighted
average interest rate for the gross debt portfolio at 31 March 2007 was 7.6%
(2006: 6.9%).

On 27 June 2006, SABMiller plc successfully raised US$1,750 million of new debt
through the issue of a US$300 million 3 year Floating Rate Note at US LIBOR plus
30 basis points, a US$600 million 6.2% 5 year bond and a US$850 million 6.5% 10
year bond. The proceeds of these issuances were used to refinance amounts drawn
under committed facilities related to the Bavaria transaction.

Further progress has been made in the restructuring of debt in the Bavaria
group, with US$500 million 144A bonds and US$150 million (equivalent Colombian
pesos) related to a securitisation programme repaid in May 2006 and in October
2006 respectively.

The group has further diversified its sources of financing by launching, on 12
October 2006, a US$1,000 million commercial paper programme. This programme also
increases the flexibility of the group's financing arrangements at a lower cost
of debt.

Finance costs

Net finance costs increased to US$428 million, a 43% increase on the prior
year's US$299 million, reflecting an increase in net debt primarily due to the
transaction with Bavaria. Interest cover, based on pre-exceptional profit before
interest and tax, has reduced to 7.8 times from 9.2 times in the prior year.

Profit before tax

Adjusted profit before tax of $3,154 million increased by 20% reflecting the
consolidation of the investment in Bavaria for a full year and performance
improvements across the businesses. On a statutory basis, profit before tax of
US$2,804 million was only up 14% on prior year reflecting the impact of
exceptional items noted above.


The effective tax rate of 34.5%, before amortisation of intangible assets
(excluding software) and exceptional items, is above that of the prior year,
principally reflecting a different mix of profits across the group, including
South America for a full year, together with adjustments in respect of prior
years partially offset by improved tax efficiencies and some rate reductions in
certain jurisdictions.

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 of 120.0 US cents were up 10% on
the 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

Additional goodwill has arisen on the acquisition of further minority
shareholdings in Colombia, Peru and Ecuador and on the Foster's acquisition in

Intangible assets increased by US$305 million principally due to the brands
acquired as part of the purchase of the Sparks and Steel Reserve brands in North
America and the Foster's brand in India.

Cash flow

Net cash generated from operating activities before working capital movement
(EBITDA) increased by 20% to US$4,031 million compared to the prior year. The
ratio of EBITDA to revenue is 22% (2006: 22%). Net cash generated from
operations including working capital movements is up 22%.

Currencies: South African rand/Colombian peso

The rand has declined against the US dollar during the year and ended the
financial year at R7.29 to the US dollar, whilst the weighted average rand/
dollar rate worsened by 10% to R7.06 compared with R6.41 in the prior year. The
Colombian peso (COP) declined by almost 2% against the US dollar compared to the
post-acquisition period of the prior year but ended the financial year at
COP2,190 to the US dollar, compared with COP2,292 at 31 March 2006.


The board has proposed a final dividend of 36.0 US cents per share for the year.
Shareholders will be asked to approve this recommendation at the annual general
meeting, which will be held on 31 July 2007. If approved, the dividend will be
payable on 7 August 2007 to shareholders registered on the London and
Johannesburg registers on 13 July 2007. The ex-dividend trading dates will be 11
July 2007 on the London Stock Exchange (LSE) and 9 July 2007 on the JSE Limited
(JSE). As the group reports in US dollars, dividends are declared in US dollars.
They are payable in South African rand to shareholders on the Johannesburg
register, in US dollars to shareholders on the London register with a registered
address in the United States (unless mandated otherwise), and in sterling to all
remaining shareholders on the London register.

The rate of exchange applicable on 28 June 2007 will be used for US dollar
conversion into South African rand and the rate of exchange on 17 July 2007 will
be used for US dollar conversion into sterling. Currency conversion
announcements will be made on the JSE's Stock Exchange News Service and on the
LSE's Regulatory News Service, indicating the rates of exchange to be applied,
on 29 June 2007 and on 18 July 2007, respectively.

From the close of business on 28 June 2007 until the close of business on 13
July 2007, no transfers between the London and Johannesburg registers will be
permitted, and from the close of business on 6 July 2007 until the close of
business on 13 July 2007, 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 2007 and the annual general meeting of the company will be held at
the Intercontinental Park Lane Hotel in London at 11:00 on 31 July 2007.

SABMiller plc
for the year ended 31 March                                                 

--------------------------------------------  -----      ---------      --------
                                                            2007          2006
                                                         Unaudited     Unaudited
                                              Notes         US$m          US$m
--------------------------------------------- -----      ---------      --------

Revenue                                          2        18,620        15,307

Net operating expenses                                   (15,593)      (12,732)
                                                         ---------      --------

Operating profit                                 2         3,027         2,575
                                                         ---------      --------
Operating profit before exceptional items                  3,120         2,590
Exceptional items                                3           (93)          (15)
                                                         ---------      --------

Net finance costs                                           (428)         (299)
                                                         ---------      --------
Interest payable and similar charges                        (668)         (377)
Interest receivable                                          240            78
                                                         ---------      --------

Share of post-tax results of associates                      205           177
                                                         ---------      --------

Profit before taxation                                     2,804         2,453
Taxation                                         4          (921)         (779)
                                                         ---------      --------

Profit for the financial period                            1,883         1,674
                                                         ---------      --------

Profit attributable to minority interests                    234           234
Profit attributable to equity shareholders                 1,649         1,440
                                                         ---------      --------
                                                           1,883         1,674
                                                         ---------      --------

Basic earnings per share (US cents)              5         110.2         105.0
Diluted earnings per share (US cents)            5         109.5         104.3
                                                         ---------      --------

All operations are continuing.

SABMiller plc
at 31 March                                                                 

--------------------------------------------       -----   ---------    --------
                                                               2007       2006*
                                                           Unaudited  Unaudited
                                                   Notes       US$m       US$m
--------------------------------------------       -----   ---------    --------

Non-current assets
Goodwill                                               7     13,250     12,814
Intangible assets                                      7      3,901      3,596
Property, plant and equipment                                 6,750      6,337
Investments in associates                                     1,351      1,133
Available for sale investments                                   52         43
Derivative financial instruments                                 34          3
Trade and other receivables                                     181         86
Deferred tax assets                                             164        274
                                                            ---------   --------
                                                             25,683     24,286
Current assets
Inventories                                                     928        878
Trade and other receivables                                   1,471      1,225
Current tax assets                                              103         54
Derivative financial instruments                                  6          4
Loan participation deposit                                        -        196
Cash and cash equivalents                              9        481        472
                                                            ---------   --------
                                                              2,989      2,829
Assets in disposal groups held for sale                          64          -
                                                            ---------   --------
                                                              3,053      2,829
                                                            ---------   --------
Total assets                                                 28,736     27,115
                                                            ---------   --------

Current liabilities
Derivative financial instruments                                 (5)        (3)
Borrowings                                             9     (1,711)    (1,950)
Trade and other payables                                     (2,746)    (2,414)
Current tax liabilities                                        (429)      (316)
Provisions                                                     (266)      (182)
                                                            ---------   --------
                                                             (5,157)    (4,865)
Liabilities directly associated with disposal
groups held for sale                                            (19)         -
                                                            ---------   --------
                                                             (5,176)    (4,865)
                                                            ---------   --------

Non-current liabilities
Derivative financial instruments                               (204)      (175)
Borrowings                                             9     (5,520)    (5,652)
Trade and other payables                                       (269)      (272)
Deferred tax liabilities                                     (1,393)    (1,437)
Provisions                                                   (1,173)    (1,129)
                                                            ---------   --------
                                                             (8,559)    (8,665)
                                                            ---------   --------
Total liabilities                                           (13,735)   (13,530)
                                                            ---------   --------
                                                            ---------   --------
Net assets                                                   15,001     13,585
                                                            ---------   --------

Total shareholders' equity                                   14,406     13,043
Minority interests                                              595        542
                                                            ---------   --------
Total equity                                                 15,001     13,585
                                                            ---------   --------

*As restated (see note 10).

SABMiller plc
for the year ended 31 March                                                 

---------------------------------------------------- -----   ---------  --------
                                                                2007      2006
                                                            Unaudited  Audited
                                                     Notes      US$m      US$m
---------------------------------------------------- -----   ---------  --------

Cash flows from operating activities
Cash generated from operations                          8      4,018     3,291
Interest received                                                231        80
Interest paid                                                   (719)     (401)
Tax paid                                                        (801)     (869)
                                                             ---------  --------

Net cash from operating activities                             2,729     2,101
                                                             ---------  --------

Cash flows from investing activities
Purchase of property, plant and equipment                     (1,191)     (999)
Proceeds from sale of property, plant and equipment              110        48
Purchase of intangible assets                                   (270)      (33)
Purchase of investments                                           (3)       (7)
Proceeds from sale of investments                                  1         5
Proceeds from sale of associates                                  81         -
Proceeds on disposal of shares in subsidiaries                     7         -
Acquisition of subsidiaries (net of cash acquired)              (131)     (717)
Purchase of shares from minorities                              (200)   (2,048)
Purchase of shares in associates                                (186)       (1)
Repayment of funding by associates                                 -       122
Dividends received from associates                               102        71
Dividends received from other investments                          1         2
                                                             ---------  --------
Net cash used in investing activities                         (1,679)   (3,557)
                                                             ---------  --------

Cash flows from financing activities
Proceeds from the issue of shares                                 38        30
Purchase of own shares for share trusts                          (30)       (8)
Proceeds from borrowings                                       5,126     3,002
Repayment of borrowings                                       (5,663)     (900)
Net repayments of capital element of finance lease                (7)      (28)
(Decrease) / increase in loan participation deposit              200      (196)
Net cash receipts on net investment hedges                        42         -
Dividends paid to shareholders of the parent                    (681)     (520)
Dividends paid to minority interests                            (161)     (167)
                                                             ---------  --------
Net cash generated / (used) in financing activities           (1,136)    1,213
                                                             ---------  --------

Net cash from operating, investing and financing
activities                                                       (86)     (243)
Effects of exchange rate changes                                 (18)       11
                                                             ---------  --------
Net (decrease) / increase in cash and cash                      (104)     (232)

Cash and cash equivalents at 1 April                             398       630
                                                             ---------  --------
Cash and cash equivalents at 31 March                   9        294       398
                                                             ---------  --------

SABMiller plc
for the year ended 31 March                                                 

------------------------------------------------------    ---------     --------
                                                             2007         2006
                                                         Unaudited    Unaudited
                                                             US$m         US$m
------------------------------------------------------    ---------     --------

Currency translation differences on foreign currency
net investments                                               362         (128)
Actuarial (losses) / gains on defined benefit plans            (5)          42
Fair value moves on available for sale investments              7            -
Tax on items taken directly to equity                           2          (17)
Net investment hedges                                          (2)          (2)
                                                          ---------     --------
Net gains / (losses) recognised directly in equity            364         (105)

Profit for the year                                         1,883        1,674
                                                          ---------     --------

Total recognised income for the year                        2,247        1,569
                                                          ---------     --------
- attributable to equity shareholders                       2,010        1,360
- attributable to minority interests                          237          209
                                                          ---------     --------

SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS                                           

1. Basis of preparation

The preliminary announcement for the year ended 31 March 2007 has been prepared
in accordance with the Listing Rules of the Financial Services Authority,
International Accounting Standards and International Financial Reporting
Standards (collectively IFRS), and International Financial Reporting
Interpretation Committee (IFRIC) interpretations as adopted by the EU.

The financial information in this preliminary announcement is not audited and
does not constitute statutory accounts within the meaning of s240 of the
Companies Act 1985 (as amended). Group financial statements for 2007 will be
delivered to the Registrar of Companies in due course. The board of directors
approved this financial information on 16 May 2007. Statutory accounts for the
year ended 31 March 2006, which were prepared in accordance with IFRS and IFRIC
interpretations endorsed by the EU, have been filed with the Registrar of
Companies. The auditors' report on those accounts was unqualified and did not
contain a statement made under s237(2) or (3) of the Companies Act 1985.

The consolidated financial statements present the financial record for the years
ended 31 March 2007 and 31 March 2006, as restated for further adjustments to
initial accounting for business combinations (see note 10). 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

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

The accounting policies adopted are consistent with those of the previous
financial year except that the Group has adopted the following IFRIC
interpretations with effect from 1 April 2006. Adoption of these interpretations
did not have a material effect on the financial statements of the Group.

* IFRIC 4 'Determining Whether an Arrangement Contains a Lease', provides
  guidance in determining whether arrangements contain a lease to which lease
  accounting must be applied.
* IFRIC 7 'Applying the Restatement Approach' under IAS 29 'Financial
  Reporting in Hyperinflationary Economies', provides guidance on how to apply
  the requirements of IAS 29 in a reporting period in which an entity
  identifies the existence of hyperinflation in the economy when that economy
  was not hyperinflationary in the prior period.

The Group also applied the amendment to IAS 39 'Financial Instruments:
Recognition and Measurement' and IFRS 4 'Insurance Contracts' which requires
that financial guarantee contracts are accounted for as financial instruments,
initially recognised at fair value. As the Group has no material external
financial guarantees, the amendment did not have a material effect on the
financial statements.

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.
                                        Group                             Group
                         Share of     revenue             Share of      revenue
             Segment   associates' (including  Segment  associates'  (including
             revenue      revenue  Associates) revenue     revenue   Associates)
                2007        2007        2007      2006        2006        2006
Revenue         US$m        US$m        US$m      US$m        US$m        US$m
-----------    -------    --------    --------   -------     -------    --------

Latin          4,373          19       4,392     2,153          12       2,165
Europe         4,078           -       4,078     3,258           -       3,258
North          4,887           -       4,887     4,912           -       4,912
Africa and     1,455       1,219       2,674     1,203       1,018       2,221
South Africa
:              -------    --------    --------   -------     -------    --------
 - Beverages   3,827         447       4,274     3,781         423       4,204
- Hotels and
      Gaming       -         340         340         -         321         321
               -------    --------    --------   -------     -------    --------
South Africa
: Total         3,827         787       4,614     3,781         744       4,525
               -------    --------    --------   -------     -------    --------
              18,620       2,025      20,645    15,307       1,774      17,081
               -------    --------    --------   -------     -------    --------

                                     Operating                         Operating
                                       profit                            profit
                                       before                            before
               Operating Exceptional exceptional Operating Exceptional Exceptional
               profit      Items       items      profit     items       items
Operating       2007        2007        2007      2006        2006        2006
profit          US$m        US$m        US$m      US$m        US$m        US$m
-----------    -------    --------    --------   -------     -------    --------

Latin            746          64         810       376          11         387
Europe           706          24         730       567           -         567
North            366           -         366       454           -         454
Africa and       272           -         272       257           -         257
South Africa
: Beverages     1,043           -       1,043     1,011           -       1,011

Corporate       (106)          5        (101)      (90)          4         (86)
               -------    --------    --------   -------     -------    --------
               3,027          93       3,120     2,575          15       2,590
               -------    --------    --------   -------     -------    --------

                          Share of                                           Share of
                        associates' Amortisation                           associates' Amortisation
             Operating   operating            of                Operating   operating            of
                profit      profit    intangible                   profit      profit    intangible
                before      before        assets                   before      before        assets
           exceptional exceptional    (excluding              exceptional exceptional    (excluding
                 items       items      software)  EBITA            items       items      software)   EBITA
                  2007        2007         2007     2007             2006        2006          2006     2006
EBITA             US$m        US$m         US$m     US$m             US$m        US$m          US$m     US$m
----------       -------     -------      -------   ------  ---    --------    
-------       -------   ------

Latin              810           -          105      915              387           -            49      436
Europe             730           -            3      733              567           -             2      569
North              366           -            9      375              454           -             -      454
Africa and         272         193            2      467              257         164             1      422
South Africa:
                 -------     -------      -------   ------         --------     -------       -------   ------
- Beverages      1,043          59            -    1,102            1,011          51             -    1,062
- Hotels and
  Gaming             -         100            -      100                -          84             -       84
                 -------     -------      -------   ------         --------     -------       -------   ------
South Africa
:Total           1,043         159            -    1,202            1,011         135             -    1,146

Corporate         (101)          -            -     (101)             (86)          -             -      (86)
                 -------     -------      -------   ------         --------     -------       -------   ------
Group            3,120         352          119    3,591            2,590         299            52    2,941
                 -------     -------      -------   ------         --------     -------       -------   ------

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:

                                                             2007         2006
                                                             US$m         US$m
                                                           --------      -------

Share of associates' operating profit before
exceptional items                                             352          299
Share of associates' interest                                  (9)         (16)
Share of associates' tax                                     (102)         (81)
Share of associates' minority
interests                                                     (36)         (25)
                                                           --------      -------
                                                              205          177
                                                           --------      -------

The following table provides a reconciliation of EBITDA (the net cash inflow
from operating activities before working capital movements) before cash
exceptional items to EBITDA after cash exceptional items. A reconciliation of
profit for the year for the Group to EBITDA after cash exceptional items for the
Group can be found in note 8.

                     EBITDA       Cash                EBITDA      Cash      
                 before cash  exceptional            before cash  exceptional
                 exceptional     items               exceptional   items
                       items               EBITDA       items                EBITDA
                      2007        2007      2007        2006        2006      2006
EBITDA                US$m        US$m      US$m        US$m        US$m      US$m
----------------    --------    --------  --------    --------    -------- 

Latin America        1,147         (25)    1,122         574          (4)      570
Europe                 936          (7)      929         733           -       733
North America          510           -       510         591           -       591
Africa and Asia        340           -       340         321           -       321
South Africa:
Beverages            1,200           -     1,200       1,205           -     1,205
Corporate              (65)         (5)      (70)        (68)         (4)      (72)
                    --------    --------  --------    --------    --------  --------
Group                4,068         (37)    4,031       3,356          (8)    3,348
                    --------    --------  --------    --------    --------  --------

Excise duties of US$3,758 million (2006: US$2,929 million) have been incurred
during the year as follows: Latin America US$1,092 million (2006: US$502
million); Europe US$784 million (2006: US$607 million); North America US$856
million (2006: US$879 million); Africa and Asia US$321 million (2006: US$243
million) and South Africa US$705 million (2006: US$698 million).

                        Investment                                 Investment
              Segment      in      Unallocated Total     Segment      in     Unallocated   Total
              assets    associates   assets    assets    assets    associates   assets    assets
               2007       2007        2007      2007      2006       2006        2006      2006
Total          US$m       US$m        US$m      US$m      US$m       US$m        US$m      US$m
assets         ------    -------    --------    ------   -------   --------    
-------    ------

Latin        12,575          5           -    12,580    12,092         73           -    12,165
Europe        4,232          -           -     4,232     3,582          -           -     3,582
North         6,072          -           -     6,072     5,732          -           -     5,732
Africa and    1,562      1,045           -     2,607     1,218        721           -     1,939
South         2,074        301           -     2,375     2,331        339           -     2,670
Corporate       575          -           -       575       699          -           -       699
assets            -          -         295       295         -          -         328       328
               ------    -------    --------    ------   -------   --------     -------    ------
Group        27,090      1,351         295    28,736    25,654      1,133         328    27,115
               ------    -------    --------    ------   -------   --------     -------    ------

              Segment     Unallocated Total       Segment     Unallocated Total
              liabilities liabilities liabilities liabilities liabilities liabilities
Total            2007        2007        2007        2006        2006        2006
liabilities      US$m        US$m        US$m        US$m        US$m        US$m
-----------    --------    --------    --------    --------     -------   

Latin           1,226           -       1,226       1,072           -       1,072
Europe            874           -         874         644           -         644
North           1,272           -       1,272       1,303           -       1,303
Africa and        329           -         329         190           -         190
South             592           -         592         607           -         607
Corporate         234           -         234         184           -         184
liabilities         -       9,208       9,208           -       9,530       9,530
               --------    --------    --------    --------     -------    --------
Group           4,527       9,208      13,735       4,000       9,530      13,530
               --------    --------    --------    --------     -------    --------

               Capital  Acquisition       Total       Capital  Acquisition     Total
           expenditure     activity     capital   expenditure     activity    capital
             excluding              expenditure*    excluding               expenditure*
          acquisitions                           acquisitions              
Capital           2007        2007        2007         2006        2006        2006
expenditure       US$m        US$m        US$m         US$m        US$m        US$m
-----------     --------    --------    --------     --------     -------   

Latin              372           -         372          161       5,473       5,634
Europe             374           7         381          279          21         300
North              155         215         370          146           -         146
Africa and         144          48         192          110         107         217
South              230           -         230          280           -         280
Corporate           12           -          12           44           -          44
                --------    --------    --------     --------     -------    --------
Group            1,287         270       1,557        1,020       5,601       6,621
                --------    --------    --------     --------     -------    --------

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

** The Sparks and Steel Reserve brands have been reflected within acquisition
activity for segmental reporting purposes.

3. Exceptional items
----------------------------------------------------------   --------   --------
                                                               2007       2006

                                                            Unaudited  Unaudited
                                                               US$m       US$m
----------------------------------------------------------   --------   --------

Subsidiaries' exceptional items included in operating

Latin America

Bavaria integration and restructuring costs                     (64)       (11)

                                                             --------   --------
Integration and restructuring costs                              (7)         -
Profit on sale of land in Italy                                  14          -
Adjustment to goodwill                                          (31)         -
                                                             --------   --------
                                                                (24)         -

Bavaria integration costs                                        (5)        (4)
                                                             --------   --------
Exceptional items included within operating profit              (93)       (15)
                                                             --------   --------

Taxation credit                                                  30          5
                                                             --------   --------


Latin America and Corporate

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


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

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

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


Latin America and Corporate

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

4. Taxation

-------------------------------------------------------    --------    --------
                                                             2007        2006
                                                          Unaudited   Unaudited
                                                             US$m        US$m
-------------------------------------------------------    --------    --------

Current taxation                                              780         701
                                                           --------    --------
  - Charge for the year (UK corporation tax: nil charge
                        (2006: US$29 million charge))         833         717
  - Adjustments in respect of prior years                     (53)        (16)
                                                           --------    --------
Withholding taxes and other taxes                             119          78
                                                           --------    --------
Total current taxation                                        899         779

Deferred taxation                                              22           -
                                                           --------    --------
        - Charge for the year (UK corporation tax: US$9
            million charge (2006: US$6 million charge))        82           7
                - Adjustments in respect of prior years         5          (5)
 - Recognition of deferred tax asset in connection with
                        the acquisition of Birra Peroni       (31)          -
                                          - Rate change       (34)         (2)
                                                           --------    --------
                                                           --------    --------
                                                              921         779
                                                           --------    --------

Effective tax rate, before amortisation of intangibles
(excluding software and exceptional items) (%) *             34.5        33.6
                                                           --------    --------

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

5. Earnings per share

----------------------------------------------------  ----------      ----------
                                                          2007            2006
                                                       Unaudited       Unaudited
                                                        US cents        US cents
----------------------------------------------------  ----------      ----------
Basic earnings per share                                 110.2           105.0
                                                     -----------      ----------
Diluted earnings per share                               109.5           104.3
                                                     -----------      ----------
Headline earnings per share                              116.4           108.3
                                                     -----------      ----------
Adjusted basic earnings per share                        120.0           109.1
                                                     -----------      ----------
Adjusted diluted earnings per share                      119.3           108.4
                                                     -----------      ----------

The weighted average number of shares was:

----------------------------------------------------  ----------      ----------
                                                         2007             2006
                                                      Unaudited        Unaudited
                                                    Millions of      Millions of
                                                         shares           shares
----------------------------------------------------  ----------      ----------

Ordinary shares                                         1,500            1,376
ESOP trust ordinary shares                                 (4)              (4)
                                                    -----------       ----------
Basic shares                                            1,496            1,372
Dilutive ordinary shares from share
options                                                     9                9
                                                    -----------       ----------
Diluted shares                                          1,505            1,381
                                                    -----------       ----------

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:

----------------------------------------------------     ----------   ----------
                                                             2007         2006
                                                          Unaudited    Unaudited
                                                             US$m         US$m
----------------------------------------------------     ----------   ----------
Profit for the financial year attributable to equity
holders of the parent                                       1,649        1,440
Early redemption penalty in respect of private
placement notes                                                 -           13
(Profit)/loss on fair value movements on capital
items *                                                       (10)           5
Intangible amortisation excluding capitalised
software                                                      119           52
Impairment of property, plant and equipment                    13            4
Profit on sale of property, plant and equipment and
investments                                                   (20)          (5)
Adjustment to goodwill                                         31            -
Tax effects of the above items                                (43)         (19)
Minority interests' share of the above items                    2           (6)
                                                        -----------   ----------
Headline earnings (basic)                                   1,741        1,484
Integration/reorganisation costs (net of tax
effects)                                                       55           13
                                                        -----------   ----------
Adjusted earnings                                           1,796        1,497
                                                        -----------   ----------

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

6. Dividends

Dividends paid are as follows:

------------------------------------------------------   -----------  ----------
                                                              2007        2006
                                                           Unaudited   Unaudited
Equity                                                        US$m        US$m
------------------------------------------------------   -----------  ----------

2006 Final dividend paid: 31.0 US cents (2005: 26.0 US
cents) per ordinary share                                      472         328
2007 Interim dividend paid: 14.0 US cents (2006: 13.0
US cents) per ordinary share                                   209         192
                                                         -----------  ----------
                                                               681         520
                                                         -----------  ----------

In addition, the directors are proposing a final dividend of 36.0 US cents per
share in respect of the financial year ended 31 March 2007, which will absorb an
estimated US$541 million of shareholders' equity. The dividends will be paid on
7 August 2007 to shareholders registered on the London and Johannesburg
registers on 13 July 2007.

7. Goodwill and intangible assets

-------------------------------------------------     -----------     ----------
                                                       Goodwill *     Intangible
                                                        Unaudited      Unaudited
                                                           US$m           US$m
-------------------------------------------------     -----------     ----------
Net book amount
At 1 April 2005                                           7,181            122
Exchange adjustments                                        (76)           (17)
Acquisitions and net additions during the
year                                                      5,716          3,596
Amortisation                                                  -           (105)
Adjustments to purchase consideration                        (7)             -
                                                      -----------     ----------
At 31 March 2006                                         12,814          3,596
Exchange adjustments                                        278            159
Acquisitions - through business combinations                199             44
Additions - separately acquired                               -            276
Amortisation                                                  -           (162)
Adjustment on recognition of deferred tax
assets in connection with the acquisition of
Birra Peroni                                                (31)             -
Transfer to disposal groups                                 (10)           (12)
                                                      -----------     ----------
At 31 March 2007                                         13,250          3,901
                                                      -----------     ----------

* As restated (see note 10).



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


Additional goodwill arising on the consolidation of subsidiary undertakings
principally arose due to the Bavaria transaction on 12 October 2005 which
resulted in US$4,317 million of 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 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

Intangible assets


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


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

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

----------------------------------------------------    -----------   ----------
                                                             2007         2006
                                                          Unaudited    Unaudited
                                                             US$m         US$m
----------------------------------------------------    -----------   ----------
Profit for the financial period                             1,883        1,674
Taxation                                                      921          779
Share of post-tax results of associates                      (205)        (177)
Interest receivable                                          (240)         (78)
Interest payable and similar charges                          668          377
                                                        -----------   ----------
Operating profit                                            3,027        2,575
Property, plant and equipment                                 550          444
Containers                                                    187          111
Container breakages, shrinkage and write-offs                  44           77
Profit on sale of property, plant and equipment                (6)          (5)
Exceptional profit on sale of property, plant and
equipment (Europe)                                            (14)           -
Impairment of property, plant and equipment                    13            4
Amortisation of intangible assets                             162          105
Unrealised net (loss)/gain from derivatives                    (2)           5
Dividends received from other investments                      (1)          (3)
Charge with respect to share options                           31           17
Restructuring and integration costs (Latin America)            10            7
Adjustment to goodwill (Europe)                                31            -
Other non-cash movements                                       (1)          11
                                                        -----------   ----------
Net cash generated from operations before working
capital movements (EBITDA)                                  4,031        3,348
Increase in inventories                                       (73)         (78)
Increase in receivables                                      (294)         (67)
Increase in payables                                          319           86
Increase / (decrease) in provisions                            21          (31)
Increase in post-retirement provisions                         14           33
                                                        -----------   ----------
Net cash generated from operations                          4,018        3,291
                                                        -----------   ----------

Cash generated from operations include cash flows relating to exceptional items
of US$37 million in respect of South America and European integration and
restructuring costs (2006: US$8 million).

9. Analysis of net debt (unaudited)

 --------------     -------       -------    -------    -------     ------- 
------    ------- ------
                   Cash and     Loan       Overdrafts Borrowings  Derivative Finance Total      Net
                   cash         participation                     financial  leases  gross      debt
                   equivalents  deposit                           instruments        borrowings
 --------------     -------       -------    -------    -------     ------- 
------    ------- ------
                     US$m          US$m       US$m       US$m        US$m    US$m       US$m      US$m
 --------------     -------       -------    -------    -------     ------- 
------    ------- ------
At 1 April 2005     1,143             -       (513)    (2,833)         12     (19)    (3,353)   (2,210)
adjustments            (2)            -         13         62           -       -         75        73
Cash flow            (651)          196        179     (2,102)          -      28     (1,895)   (2,350)
(as restated -
see note 10)          232             -         (3)    (2,662)       (138)    (36)    (2,839)   (2,607)
Other non-cash
movements               -             -          -         34         (47)      -        (13)      (13)
--------------      -------       -------    -------    -------     ------- 
------    -------    ------
At 31 March
2006*                 722           196       (324)    (7,501)       (173)    (27)    (8,025)   (7,107)
--------------      -------       -------    -------    -------     ------- 
------    -------    ------
adjustments           (24)            4          6        (47)          -      (1)       (42)      (62)
Cash flow            (220)         (200)       133        537          28       7        705       285
Acquisitions            3             -         (2)         -           -       -         (2)        1
Transfer to
groups                  -             -          -          2           -       2          4         4
Other non-cash
movements               -             -          -        (20)         18       4          2         2
--------------      -------       -------    -------    -------     ------- 
------    -------    ------
At 31 March
2007                  481             -       (187)    (7,029)       (127)    (15)    (7,358)   (6,877)
--------------      -------       -------    -------    -------     ------- 
------    -------    ------

* Reconciliation of borrowings and cash and cash equivalents (excluding
overdrafts) from the Cash Flow to the Balance Sheet:

-----------------------------------------             --------          --------
                                                 Cash and cash       Total gross
                                                   equivalents        borrowings
                                                        US$m              US$m
-----------------------------------------             --------          --------
Cash flow at
31 March 2006                                            722            (8,025)
Legal right of
offset                                                  (250)              250
                                                      --------          --------
Balance sheet
at 31 March
2006                                                     472            (7,775)
                                                      --------          --------

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

-----------------------------------------                 --------      --------
                                                             As at         As at
                                                           31/3/07       31/3/06
                                                            US$m          US$m
-----------------------------------------                 --------      --------

Cash and cash equivalents (Balance Sheet)                    481           472
Overdrafts                                                  (187)         (324)
Legal right of offset                                          -           250
                                                          --------      --------
Cash and cash equivalents (Cash Flow)                        294           398
                                                          --------      --------

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
equivalents          174       46       28           45           179      472
deposit                -        -        -            -           196      196
Total gross
borrowings        (4,418)    (225)    (253)      (2,051)         (828)  (7,775)
                   -------  -------  -------      -------       -------  -------
Net debt at 31
March 2006        (4,244)    (179)    (225)      (2,006)         (453)  (7,107)
                   -------  -------  -------      -------       -------  -------

Total cash and
equivalents          129       19       36           77           220      481
Total gross
borrowings        (4,580)    (389)    (267)      (1,384)         (738)  (7,358)
                   -------  -------  -------      -------       -------  -------
Net debt at 31
March 2007        (4,451)    (370)    (231)      (1,307)         (518)  (6,877)
                   -------  -------  -------      -------       -------  -------

10. Business combinations

The initial accounting under IFRS 3, 'Business Combinations', for the Bavaria
transaction had not been completed as at 31 March 2006. During the period ended
11 October 2006, adjustments to provisional fair values in respect of the
Bavaria transaction were made. As a result comparative information for the year
ended 31 March 2006 has been presented as if the further adjustments to
provisional fair values had been made from the transaction date of 12 October
2005. The impact on the prior period Income Statement has been reviewed and no
material adjustments to the Income Statement as a result of the adjustments to
provisional fair values are required and therefore there is no adjustment to
basic or diluted earnings per share. The following table reconciles the impact
on the Balance Sheet reported for the year ended 31 March 2006 to the
comparative Balance Sheet presented in this preliminary announcement.

Balance Sheet
     --------------------------   ---------       ------------        ----------
                                                to provisional        At 31/3/06
                                At 31/3/06         fair values       As restated
                                  Audited            Unaudited         Unaudited
                                     US$m                US$m              US$m
     --------------------------   ---------       ------------        ----------
Non-current assets
Goodwill                           12,539                 275           12,814
Intangible assets                   3,596                   -            3,596
Property, plant and equipment       6,340                  (3)           6,337
Other non-current assets            1,476                  63            1,539
                                  ---------            --------         --------
                                   23,951                 335           24,286
Current assets
Inventories                           881                  (3)             878
Trade and other receivables         1,218                   7            1,225
Other current assets                  726                   -              726
                                  ---------            --------         --------
                                    2,825                   4            2,829
                                  ---------            --------         --------
Total assets                       26,776                 339           27,115

Current liabilities
Trade and other payables           (2,473)                 59           (2,414)
Other current liabilities          (2,334)               (117)          (2,451)
                                  ---------            --------         --------
                                   (4,807)                (58)          (4,865)
Non-current liabilities
Trade and other payables              (63)               (209)            (272)
Provisions                         (1,088)                (41)          (1,129)
Other non-current liabilities      (7,219)                (45)          (7,264)
                                  ---------            --------         --------
                                   (8,370)               (295)          (8,665)
                                  ---------            --------         --------
Total liabilities                 (13,177)               (353)         (13,530)
                                  ---------            --------         --------
Net assets                         13,599                 (14)          13,585
                                  ---------            --------         --------

Total equity                       13,599                 (14)          13,585
                                  ---------            --------         --------

Business combinations becoming effective during the period

On 12 September 2006 SABMiller plc, through its wholly-owned subsidiary
SABMiller (A&A 2) Limited, completed the acquisition of a 100% interest in
Foster's India for a cash consideration of approximately US$127 million on a
cash-free debt-free basis. Under the terms of the transaction, SABMiller assumed
ownership of all Foster's assets in India, including the Foster's brand in the

11. Share capital

During the year ended 31 March 2007 4,342,988 ordinary shares (2006: 3,673,590
ordinary shares) were allotted and issued in accordance with the group's share
purchase, option and award schemes.

12. Post balance sheet events

The Group completed the sale of Embotelladora Centroamericana S.A., its Pepsi
bottling operation in Costa Rica, on the 27 April 2007.

SABMiller plc
FORWARD-LOOKING STATEMENTS                                                  

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

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

SABMiller plc

                                 SABMiller plc

                           (Registration No. 3528416)

                               Company Secretary

                                 John Davidson

                               Registered Office

                                SABMiller House

                               Church Street West


                                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


                               Investor Relations


                           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


                                 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://

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

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