SABMiller plc Annual Report 2012 Overview Welcome to the SABMiller plc Annual Report 2012 This interactive PDF allows you to access information easily, search for a specific item or go directly to another page, section or website. Business review Business Guide to buttons Go to main contents page Go to Definitions Search this PDF Print options Return to last page visited Go to preceding page Go to next page Governance Links in this PDF Words and numbers that are underlined are dynamic links – clicking on them will take you to further information within the document or to a web page (opens in a new window). Financial statements Financial Tabs Clicking on one of the tabs at the side of the page takes you to the start of that section. Shareholder information Shareholder WorldReginfo - 9d11745f-6d54-44c4-bcca-342e0dde44ff SABMiller plc Annual Report 2012 Building locally, winning globally, delighting consumers WorldReginfo - 9d11745f-6d54-44c4-bcca-342e0dde44ff SABMiller plc Annual Report 2012 Contents What’s inside Overview Overview 1 Performance highlights Financial and operational highlights 2 Five minute read 4 Group at a glance of the year, an overview of the group and a description of our business activities Business review Business Business review 7 Chairman’s statement Statements from our Chairman and 12 Global beer market trends 14 Chief Executive’s review executive directors, an overview of 15 Business model our markets, strategy, our business 20 Strategic priorities model, the way we manage risk, 21 Key performance indicators 22 Principal risks how our operations performed 25 Operations review and our approach to sustainable 25 Latin America development and people 27 Europe 29 North America 30 Africa 32 Asia Pacific 34 South Africa: Beverages 35 South Africa: Hotels and Gaming 37 Chief Financial Officer’s review 46 Sustainable development 50 People Governance Governance 25 Board of directors An introduction to the board and 54 Executive committee 55 Directors’ report executive committee and details of 59 Corporate governance the group’s approach to corporate 68 Directors’ remuneration report governance and remuneration Financial statements Financial Financial statements 48 Statement of directors’ responsibilities in respect of the Audited financial statements, notes consolidated financial statements 85 Independent auditors’ report to the members of SABMiller plc and other key data, and definitions on the consolidated financial statements of terms 86 Consolidated income statement 87 C onsolidated statement of comprehensive income 88 C onsolidated balance sheet 89 Consolidated cash flow statement 90 Consolidated statement of changes in equity 91 No tes to the consolidated financial statements 165 Statement of directors’ responsibilities in respect of the company financial statements 166 Independent auditors’ report to the members of SABMiller plc on the company financial statements 167 Ba lance sheet of SABMiller plc 168 No tes to the company financial statements 178 F ive-year financial review 80 Definitions 1 Shareholder information Shareholder Shareholder information 182 Ordinary shareholding analyses Information, dates and contact 183 Shareholders’ diary 184 Administration details for shareholders IBC Cautionary statement WorldReginfo - 9d11745f-6d54-44c4-bcca-342e0dde44ff Overview Overview Financial and operational highlights of the year, an overview of the group and a description of our business activities Business review Business 1 Performance highlights 2 Five minute read 4 Group at a glance Governance Financial statements Financial Shareholder information Shareholder WorldReginfo - 9d11745f-6d54-44c4-bcca-342e0dde44ff SABMiller plc Annual Report 2012 1 Performance highlights Driving strong results in developing markets a a b c Group revenue includes the Overview Group revenue Revenue EBITA attributable share of associates’ and joint ventures’ revenue of US$9,628 million (2011: US$8,903 million). +11% +12% +12% b Revenue excludes the attributable 2012: US$31,388m 2012: US$21,760m 2012: US$5,634m share of associates’ and joint ventures’ revenue. 2011: US$28,311m 2011: US$19,408m 2011: US$5,044m c Note 2 to the consolidated financial statements provides a reconciliation of operating profit to EBITA which d e review Business Dividends per share Profit before tax Adjusted EPS is defined as operating profit before exceptional items and amortisation of intangible assets (excluding software) and includes the group’s share +12% +55% +12% of associates’ and joint ventures’ operating profit, on a similar basis. 2012: 91.0 US cents 2012: US$5,603m 2012: 214.8 US cents As described in the Chief Financial 2011: 81.0 US cents 2011: US$3,626m 2011: 191.5 US cents Officer’s review, EBITA is used throughout this report. d 2012 final dividend is subject to f g shareholder approval at the annual Net debt Lager volumes Free cash flow general meeting. e A reconciliation of adjusted earnings to the statutory measure of profit +152% +5% +23% attributable to equity shareholders is 2012: US$17,862m 2012: 229m hectolitres 2012: US$3,048m provided in note 8 to the consolidated 2011: US$7,091m 2011: 218m hectolitres 2011: US$2,488m financial statements. f Net debt comprises gross debt (including borrowings, borrowings- related derivative financial instruments, Governance overdrafts and finance leases) net of cash and cash equivalents (excluding overdrafts). An analysis of net debt is provided in note 28c to the consolidated financial statements. g Note 28b to the consolidated financial statements provides a reconciliation of net cash from operating activities to free cash flow. Financial statements Financial Further information Go online for more details This report covers the financial year ended 31 March 2012. It is also available on our website as a downloadable PDF www.sabmiller.com/annualreport For more detailed information about SABMiller please refer to our website www.sabmiller.com/investors Shareholder information Shareholder Cover: Carlton Draught Our ‘brewery fresh’ Carlton Draught is a leading brand in the portfolio of Carlton and United Breweries (CUB), the Australian beverage business of Foster’s acquired in December 2011. This year the brand produced a strong performance and consolidated its market share. WorldReginfo - 9d11745f-6d54-44c4-bcca-342e0dde44ff SABMiller plc Annual Report 2012 2 Five minute read Our business in brief SABMiller is one of the world’s leading brewers with Overview more than 200 beer brands and some 70,000 employees in over 75 countries. We also have growing businesses in soft drinks and we are one of the world’s largest bottlers of Coca-Cola products. Our strategic direction review Business Our vision • To be the most admired company in the global beer industry Our mission • To own and nurture local and international brands that are the first choice of the consumer Our values • Our people are our enduring advantage • Accountability is clear and personal • We work and win in teams • We understand and respect our customers and consumers • Our reputation is indivisible SABMiller has become a global leader by doing business locally, pursuing operational Our strategic priorities • Creating a balanced and attractive global spread of businesses excellence and offering high-quality products • Developing strong, relevant brand portfolios that win in the Governance backed by innovation and a commitment local market to sustainability. • Constantly raising the profitability of local businesses, sustainably • Leveraging our skills and global scale Our success is built on a clear strategic direction, a shared vision and mission and a common set of values. For more information on our strategic priorities and how we measure against them, see pages 20 and 21. Our brands and business statements Financial Local brands Typically brewed and consumed in the same community, beer is an inherently local business. At SABMiller we respect and nurture the history and heritage of local brands and give our businesses considerable freedom to meet local needs. We’re also innovators – be it new, affordable brands made from locally grown ingredients, craft beers for the aficionado or the concept of the ‘local premium’ for consumers aspiring to affordable luxury. Global brands Our four global brands have their own distinct provenance and characteristics. They comprise the stylishly Italian Peroni Nastro Azzurro; the world’s original golden beer, the Czech-brewed Pilsner At the heart of our business is a passion Urquell; the Northern European Grolsch; and the embodiment for producing quality beers. In creating of American urban cool, Miller Genuine Draft. and building our brands, we draw on deep For more information on the performance of our brands, Shareholder information Shareholder insights into local culture and consumers see pages 25 to 35. and seek to win with products that tap into local preferences. Our focus on local businesses with tailored brand portfolios makes us, we believe, the most local of the global brewers. WorldReginfo - 9d11745f-6d54-44c4-bcca-342e0dde44ff SABMiller plc Annual Report 2012 3 Águila Light Origin: Colombia Five minute read continued First brewed: 2002 www.aguilalight.com A lighter version of Águila, the classic Colombian beer, Águila Light is a popular option for the consumer looking to experience a lighter taste and a beer that is very easily drinkable. Overview Our performance in 2012 review Business Operational highlights • Reported EBITA grew 12%, with organic, constant currency EBITA growth