Wrap Text
Annual Financial Report
SABMiller plc
JSEALPHA CODE: SAB
ISIN CODE: SOSAB
ISIN CODE: GB0004835483
Annual Financial Report
SABMiller plc has today submitted a copy of the 2013 Annual Report and Accounts, Notice of
the 2013 Annual General Meeting and Shareholder Proxy Form (UK) to the National Storage
Mechanism and they will shortly be available for inspection at www.hemscott.com/nsm.do.
The Annual Report and Notice of Annual General Meeting are also available on the
Company’s website www.sabmiller.com
SABMiller plc’s Annual General Meeting will be held on Thursday, 25 July 2013 at the
InterContinental London Park Lane, One Hamilton Place, Park Lane, London W1J 7QY.
A condensed set of SABMiller’s financial statements and information on important events
that have occurred during the financial year and their impact on the financial statements
were included in SABMiller’s preliminary results announcement released on 23 May 2013.
That information, together with the information set out below, which is extracted from the
2013 Annual Report, constitutes the material required by Disclosure and Transparency Rule
6.3.5 to be communicated to the media in unedited full text through a Regulatory
Information Service. This announcement is not a substitute for reading the full 2013 Annual
Report. Page numbers and cross-references in the extracted information below refer to page
numbers and sections in the 2013 Annual Report.
PRINCIPAL RISKS AND UNCERTAINTIES (page 16 & 17)
Principal risks
Focused on managing our risks
The principal risks facing the group and considered by the board are detailed below. The
group’s well-developed risk management process is described in the corporate governance
section while financial risks are discussed in the Chief Financial Officer’s review and in note
22 to the consolidated financial statements.
Principal risk Context Specific risks Possible Mitigation Associated
we face impact strategic
priorities
Industry The global - Failing to Lower growth - Potential - Creating a
consolidation brewing and participate in rate, transactions are balanced
beverages value-adding profitability subject to rigorous and
industry is transactions. and financial analysis. Only attractive
expected to - Paying too returns. opportunities with global
continue to much to potential to create spread of
consolidate. acquire a value are pursued. businesses.
There will business. - Proven integration - Constantly
continue to be - Not processes, raising the
opportunities implementing procedures and profitability
to enter integration practices are of local
attractive plans applied to ensure businesses,
growth successfully. delivery of sustainably.
markets, to - Failing to expected returns.
realise identify and - Activities to deliver
synergy develop new synergies and
benefits from approaches leverage scale are
integration to market in place,
and to and category monitored closely
leverage our entry. and continuously
global scale. enhanced.
- Developing non-
traditional
capabilities to
enter and grow
profitably in new
markets.
Change in Consumer - Failing to Market - Ongoing evaluation - Developing
consumer tastes and develop and positions of our brand strong,
preferences behaviours ensure the come under portfolios in every relevant
are constantly strength and pressure, market to ensure brand
evolving, and relevance of market that they target portfolios
at an our brands opportunities current and future that win in
increasingly with are missed, opportunities for the local
rapid rate. consumers, lower top line profitable growth. market.
Competition shoppers and growth rates - Building our brand - Constantly
in the customers. and equities through raising the
beverage - Failing to profitability. innovation and profitability
industry is continue to compelling of local
expanding and improve our marketing businesses,
becoming commercial programmes. sustainably.
more capabilities - Ensuring we have - Leveraging
fragmented, to deliver deep our skills and
complex and brand understanding of global scale.
sophisticated. propositions changing consumer
which and industry
respond dynamics in key
appropriately markets, enabling
to changing us to respond
consumer appropriately to
preferences. issues which may
impact our
business
performance.
- Continued
enhancement of
the SABMiller
Marketing Way
which sets out the
best practice
approach for our
commercial
processes.
- Focus on
monitoring and
benchmarking
commercial
performance and
developing the
critical commercial
capabilities that
are required in
order to win in
local markets.
Management We believe - Failing to Lower long- - Further develop - Developing
capability that our identify, term the group’s strong,
people are develop and profitable leadership talent relevant
our enduring retain an growth. pipeline through brand
advantage appropriate our Global Talent portfolios
and therefore pipeline of Management that win in
it is essential talented model and the local
that we managers for strategic people market.
develop and the present resourcing. - Constantly
maintain and future - Sustaining a strong raising the
global needs of the culture of profitability
management group. accountability, of local
capability. empowerment and businesses,
personal sustainably.
development. - Leveraging
- Standardisation of our skills and
key processes and global scale.
best practices
across the group
through the roll-
out of the
SABMiller Ways.
Regulatory With the - Regulation Lower growth, - Rigorous - Creating a
changes debate over places profitability adherence to the balanced
alcohol increasing and reduced principle of self- and
consumption restrictions contribution regulation backed attractive
intensifying in on the to local by appropriate global
many availability communities policies and spread of
markets, the and in some management businesses.
alcohol marketing of countries. review. - Developing
industry is beer. - Constructive strong,
coming under - Tax and engagement with relevant
increasing excise government and all brand
pressure from changes external portfolios
national and cause stakeholders on that win in
international pressure on alcohol-related the local
regulators, pricing. issues and working market.
NGOs and with them to - Constantly
local address the raising the
governments. harmful use of profitability
alcohol. of local
- Investment to businesses,
improve the sustainably.
economic and
social impact of
our businesses in
local communities
and working in
partnership with
local governments
and NGOs.
Acquisition Following the - Failing to Lower growth - Embedding of the - Creating a
of Foster’s Foster’s deliver rates and SABMiller Ways (its balanced
acquisition, integration profitability. processes, systems and
the group has objectives Damage to the and tools) attractive
committed to and group’s throughout the global
delivering a commercial reputation for Foster’s business. spread of
turnaround and strong - Ongoing businesses.
plan with operational commercial monitoring of - Developing
specific and excellence capability and progress versus the strong,
communicate targets for making integration plan, relevant
d financial communicate value-creating including frequent brand
value d as part of acquisitions. and regular portfolios
creation. the tracking of key that win in
turnaround performance the local
plan. indicators. market.
- Failing to - Constantly
achieve the raising the
synergy and profitability
cost saving of local
commitment businesses,
s of the sustainably.
transaction. - Leveraging
our skills and
global scale.
Delivering The group - Failing to Increased - Senior leadership - Constantly
business continues to derive the programme closely involved in raising the
transformatio execute a expected costs, delays in monitoring profitability
n major benefits from benefit progress and in of local
business the projects realisation, making key businesses,
capability currently business decisions. sustainably.
programme under way. disruption, - Mechanisms in - Leveraging
that will - Failing to reduced place to track both our skills and
simplify contain competitive costs and benefits. global scale.
processes, programme advantage in - Rigorous
reduce costs costs or the medium programme
and allow ensure term. management and
local execution is governance
management in line with processes with
teams to planned dedicated
focus more timelines. resources and clear
closely on accountability.
their markets.
RELATED PARTY TRANSACTIONS
Note 32 to the consolidated financial statements on page 160 details the following related
party transactions.
32. Related party transactions
a. Parties with significant influence over the group: Altria Group, Inc. (Altria) and the Santo
Domingo Group (SDG)
Altria is considered to be a related party of the group by virtue of its 26.8% equity
shareholding. There were no transactions with Altria during the year.
SDG is considered to be a related party of the group by virtue of its 14.0% equity
shareholding in SABMiller plc. There were no transactions with SDG during the year. During
the year ended 31 March 2012 the group made donations of US$33 million to the Fundación
Mario Santo Domingo, pursuant to the contractual arrangements entered into at the time of
the Bavaria transaction in 2005, under which it was agreed that the proceeds of the sale of
surplus non-operating property assets owned by Bavaria SA and its subsidiaries would be
donated to various charities, including the Fundación Mario Santo Domingo. No donations
were made to the Fundación Mario Santo Domingo during the year ended 31 March 2013.
At 31 March 2013 US$nil (2012: US$nil) was owing to the SDG.
b. Associates and joint ventures
Details relating to transactions with associates and joint ventures are analysed below.
2013 2012
US$m US$m
Purchases from associates1 (227) (214)
Purchases from joint ventures2 (97) (86)
Sales to associates3 46 39
Sales to joint ventures4 25 28
Dividends receivable from associates5 113 150
Dividends received from joint ventures6 886 896
Royalties received from associates7 27 13
Royalties received from joint ventures8 2 2
Management fees, guarantee fees and other recoveries received 17 24
from associates9 (2) (1)
Management fees paid to joint ventures10 21 -
Sale of associate to joint venture 11
1 The group purchased canned Coca-Cola products for resale from Coca-Cola Canners
of Southern Africa (Pty) Limited (Coca-Cola Canners); inventory from Distell Group
Ltd (Distell) and Associated Fruit Processors (Pty) Ltd (AFP); and accommodation
from Tsogo Sun Holdings Ltd (Tsogo Sun), all in South Africa.
2 The group purchased lager from MillerCoors LLC (MillerCoors).
3 The group made sales of lager to Tsogo Sun, Delta Corporation Ltd (Delta), Anadolu
Efes Birac?l?k ve Malt Sanayii A¸S (Anadolu Efes), and Distell, and in the prior year
also to Empresa Cerve jas De N’Gola SARL (E CN), and Société des Brasseries et
Glacieres Internationales and Brasseries Internationales Holding Ltd (Castel) .
4 The group made sales to MillerCoors and in the prior year also to Pacific Beverages
Pty Ltd.
5 The group had dividends receivable from Castel of US$21 million (2012: US$60
million), Coca-Cola Canners US$11 million (2012: US$6 million), Distell US$21 million
(2012: US$22 million), Tsogo Sun US$33 million (2012: US$41 million), Delta US$12
million (2012: US$3 million), International Trade and Supply Limited $14 million
(2012: US$6 million), Grolsch (UK) Ltd US$1 million (2012: US$2 million) and Kenya
Breweries Ltd US$nil (2012: US$9 million).
6 The group received dividends from MillerCoors.
7 The group received royalties from Delta, Anadolu Efes and in the prior year also
Kenya Breweries Ltd.
8 The group received royalties from MillerCoors.
9 The group received management fees from Delta, guarantee fees from Delta and
BIH Brasseries Internationales Holding (Angola) Ltd (BIH Angola), and other
recoveries from AFP. In the prior year management fees were also received from
ECN.
10 The group paid management fees to MillerCoors.
11 The group sold its interest in Foster’s USA LLC to MillerCoors for cash consideration.
At 31 March 2013 2012
US$m US$m
Amounts owed by associates – trade1 68 145
Amounts owed by associates – loans2 - 60
Amounts owed by joint ventures3 5 6
Amounts owed to associates4 (150) (42)
Amounts owed to joint ventures5 (14) (17)
1 Amounts owed by AFP, Delta, BIH Angola and Anadolu Efes.
2 Amounts owed by BIH Angola in the prior year.
3 Amounts owed by MillerCoors.
4 Amounts owed to Coca-Cola Canners, Castel and Tsogo Sun. At 31 March 2013 this
balance included US$100 million received in compensation for the loan participation
deposit relating to the Angolan businesses managed by Castel (see note 17).
5 Amounts owed to MillerCoors.
Guarantees provided in respect of associates’ bank facilities are detailed in note 22.
c. Transactions with key management
The group has a related party relationship with the directors of the group and members of
the excom as key management. At 31 March 2013 there were 26 (2012: 27) members of key
management. Key management compensation is provided in note 6c.
DIRECTORS’ RESPONSIBILITY STATEMENT IN RESPECT OF THE CONSOLIDATED FINANCIAL
STATEMENTS (page 86)
The directors are responsible for preparing the consolidated financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare consolidated financial statements for each
financial year. The directors have prepared the consolidated financial statements in
accordance with International Financial Reporting Standards (IFRSs) as adopted by the
European Union. The consolidated financial statements are required by law to give a true
and fair view of the state of affairs of the group and of the profit or loss of the group for that
year.
In preparing those financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state that the financial statements comply with IFRSs as adopted by the European
Union; and
- prepare the consolidated financial statements on the going concern basis, unless it is
inappropriate to presume that the group will continue in business, in which case
there should be supporting assumptions or qualifications as necessary.
The directors confirm that they have complied with the above requirements in preparing the
financial statements.
The directors are responsible for keeping adequate accounting records that disclose with
reasonable accuracy at any time the financial position of the group and to enable them to
ensure that the consolidated financial statements comply with the Companies Act 2006 and
Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the
group and hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
Each of the directors, whose names and functions are listed in the Governance section of the
Annual Report, confirms that, to the best of their knowledge:
- the consolidated financial statements, which have been prepared in accordance with
IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities,
financial position and profit of the group; and
- the management report incorporated into the directors’ report contained in the
Governance section of the Annual Report includes a fair review of the development
and performance of the business and the position of the group, together with a
description of the principal risks and uncertainties that it faces.
In addition, the Companies Act 2006 requires directors to provide the group’s auditors with
every opportunity to take whatever steps and undertake whatever inspections the auditors
consider to be appropriate for the purpose of enabling them to give their audit report.
Each of the directors, having made appropriate enquiries, confirms that:
- so far as the director is aware, there is no relevant audit information of which the
group’s auditors are unaware; and
- each director has taken all the steps that they ought to have taken as a director in
order to make themselves aware of any relevant audit information and to establish
that the group’s auditors are aware of that information.
The directors have reviewed the group’s performance for the year and the principal risks it
faces, together with the budget and cash flow forecasts, in particular with reference to the
period to the end of September 2014, and the application of reasonably possible sensitivities
associated with these forecasts. On the basis of this review, and in the light of the current
financial position and existing committed borrowing facilities, the directors are satisfied that
the group has adequate resources to continue in operational existence and therefore have
continued to adopt the going concern basis in preparing the consolidated financial
statements.
A copy of the financial statements of the group is placed on the company’s website. The
directors are responsible for the maintenance and integrity of statutory and audited
information on the company’s website. Information published on the internet is accessible
in many countries with different legal requirements. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
John Davidson
General Counsel and Group Company Secretary
24 June 2013
Sponsor:
J.P. Morgan Equities South Africa (Pty) Ltd
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 is intended to provide information to shareholders. It should not be
relied upon by any other party or for any other purpose. This announcement includes
‘forward-looking statements’ with respect to certain of SABMiller plc’s plans, current goals
and expectations relating to its future financial condition, performance and results. 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 announcement. Factors which may cause differences between actual
results and those expected or implied by the forward-looking statements include, but are
not limited to: material adverse changes in the economic and business conditions in the
markets which SABMiller operates; increased competition and consolidation within the
global brewing and beverages industry; changes in consumer preferences; changes to the
regulatory environment; failure to deliver the integration and cost-saving objectives in
relation to the Foster’s acquisition; failure to derive the expected benefits from the business
capability programme; and fluctuations in foreign currency exchange rates and interest
rates. The company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statements contained herein to reflect any
change in the company’s expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based. The past business and
financial performance of SABMiller plc is not to be relied on as an indication of its future
performance.
Date: 24/06/2013 12:32:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
