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SABMiller PLC - Final Results

RNS Number:8882Y
SABMiller PLC
20 May 2004

                                 SABMiller plc



                            PRELIMINARY ANNOUNCEMENT





              Strong Organic Earnings Growth Across All Businesses





London and Johannesburg, 20 May 2004. SABMiller plc today announces its
preliminary (unaudited) results for the year to 31 March 2004. Highlights are:




                                                                   2004        2003

                                                                   US$m      US$m £       % change



Turnover ^                                                       12,645       8,984          41



EBITA *                                                           1,893       1,270          49



Profit before tax                                                 1,391         770          81



Adjusted profit before tax*                                       1,705       1,107          54



Adjusted earnings *                                                 925         581          59



Adjusted earnings per share*

- US cents                                                         77.6        54.0          44

- UK pence (up 31%)                                                45.8        34.9

- SA cents (up 7%)                                                547.6       513.3





Basic earnings per share (US cents)                                54.1        27.5          97



Dividends per share (US cents)                                     30.0        25.0          20



Net cash inflow from operating activities                         2,292       1,568          46



£  Includes Miller Brewing Company for nine months.

^ 2003 turnover has been restated downward by US$128 million to reflect the
adoption of FRS5 Reporting
the substance of transactions, application note G  - revenue recognition.

* EBITA and adjusted profit before tax comprise profit before interest and tax
(US$1,579 million) and
profit before tax (US$1,391 million) respectively before goodwill amortisation
(US$355 million), and
before exceptional items (net credit US$41 million - see note 4).  The
calculation of adjusted earnings
is given in note 6.






  * Total lager volumes increase 18.9% to 137.8 million hls, organic growth of
3.7%
  * Miller turnaround on track and showing momentum
  * Continuing excellent performances in Europe, EBITA* up 39%
  * Further good performance from Africa & Asia, EBITA* up 31%
  * Strong growth in Beer South Africa, EBITA up 54%
  * Balance sheet strength reflects cash generation and successful refinancing



                                                                               2


                                                                     Reported     Organic, constant
                                                   2004                growth              currency
                                  Pre-exceptional EBITA                                      growth
                                                   US$m                     %                     %
North America*                                     424                    70                    28
Central America                                     76                    36                    39
Europe                                             383                    39                    22
Africa and Asia                                    306                    31                    21
Beer South Africa                                  522                    54                    15
Other Beverage Interests                           186                    55                    17
Hotels and Gaming                                   53                    26                    24
Central Administration                             (57)                    -                     -
Group                                            1,893                    49                    22
* Organic, constant currency growth reflects nine months, July to March





Statement from Meyer Kahn, Chairman



"I am delighted to report that the financial year has been an outstanding one
for your company, with adjusted earnings per share up by 44%.  Recognising this
strong performance, the board has recommended an increased final dividend,
bringing the total for the year to 30 US cents, a 20% increase on the prior
year.



It is particularly gratifying that all of our businesses performed well.  The
results from Miller are beginning to show the benefits of our turnaround
programmes and our Central American operation delivered higher earnings.  There
were strong results from South Africa, in both beer and soft drinks, with Africa
and Asia again producing an impressive performance.  Once again we saw good
growth in Europe, with Russia performing particularly well.



Looking ahead our strategy continues on course and we have generated the
momentum to produce another year of growth."


Enquiries:
                               SABMiller plc                           Tel: +44 20 7659 0100

Sue Clark                      Director of Corporate Affairs           Mob: +44 7850 285471

Gary Leibowitz                 Vice President, Investor Relations      Mob: +44 7717 428540

Nigel Fairbrass                Head of Corporate Communications        Mob: +44 20 7659 0105
                               (Finance)

Ciaran Baker                   Head of Corporate Communications        Mob: +44 7979 954493


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

     A live webcast of the management presentation to analysts will begin at
9.30am (BST) on 20 May 2004.
This announcement, a copy of the slide presentation and video interviews with
management are available on the
SABMiller plc website at www.sabmiller.com . Video interviews with management
can also be found at www.cantos.com.

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

Copies of the press release and the detailed Preliminary Announcement are
available from the Company Secretary
              at the Registered Office, or from 2 Jan Smuts Avenue, Johannesburg, South Africa.

                    Registered office:  Dukes Court, Duke Street, Woking, Surrey, GU21 5BH

                                        Telephone:    +44 1483 264000
                                        Telefax:      +44 1483 264103




        Incorporated in England and Wales (Registration Number 3528416)


CHIEF EXECUTIVE'S REVIEW                                                       3





Business review



We have delivered excellent results over the past financial year with our strong
growth in reported earnings being attributable to three main factors.  Firstly,
sound operational performances from each of our businesses around the world.
Secondly, our turnaround programme at Miller is starting to deliver results and
while there is still much work to be done there is evidence of momentum
particularly behind the Miller Lite brand.  Thirdly, we have benefited from
currency movements, mainly the strengthening of the rand which has enhanced the
strong organic growth and performance improvement delivered from our South
African businesses.



Total group beverage volumes of 173.9 million hectolitres (hls) were 15% above
last year's 151.4 million hls (organic growth 3.3%) and lager volumes were up
19% to 137.8 million hls, (organic growth 3.7%).  Other beverages totalled 36.1
million hls.



Turnover, including share of associates, increased by 41% to US$12,645 million
(organic, constant currency growth 8%) and pre-exceptional EBITA grew 49% to
US$1,893 million (organic, constant currency growth 22%).  EBITA margins
improved in most of our businesses, reaching 15.0% for the group.  Reported
profit before tax increased by 81% to US$1,391 million.  Adjusted earnings were
up by 59%, to US$925 million, with adjusted earnings per share of 77.6 US cents,
up 44% on the prior year.  Reported basic earnings per share of 54.1 US cents
increased 97% on the prior year.



The balance sheet remains strong and net cash inflow generated from operating
activities reached US$2,292 million, a 46% increase over prior year.  Borrowings
incurred regarding acquisitions undertaken during the year were largely offset
by the group's strong cash flow so that group net debt increased by only US$63
million to US$3,025 million.  The group's gearing decreased at the year-end to
43.3% from last year's 46.6% (restated*).



The board has proposed a final dividend of 22.5 US cents per share, making a
total of 30 US cents per share for the year, an increase of 20% over prior year.
The dividend, which is covered 2.6 times by adjusted earnings, is at a level
that we believe should grow over time in line with the trend of any increase in
earnings.



North America



Last year we announced our three-year plan to stabilise the business and
establish a platform for growth.  During the year we completed the analysis and
restructuring phases of the plan and we have made good progress in the four key
areas: brands, sales and distribution, costs and productivity and organisational
capability.  As a consequence the Miller portfolio of brands returned to volume
growth in the domestic market in the fourth quarter and profitability has
improved.



Today Miller is a stronger business than it was a year ago.  The Miller Lite
brand is leading the recovery and in the coming year we will seek to improve the
trends in other key brands as we increase the marketing investment.



Central America



Our Central America business delivered pre-exceptional EBITA of US$76 million,
an increase of 36% over prior year.  This reflects management action in
improving our brand portfolios, market focus and operating efficiencies.  Whilst
beer volumes grew by 5%, volumes of carbonated soft drinks (CSDs) fell by 4% in
line with regional weakness and increased competitive intensity in El Salvador.
However CSD volume trends improved through the course of the year and further
brand portfolio and sales execution enhancements are planned for fiscal 2005.





*The group has adopted UITF 38 - Accounting for ESOP trusts, which has resulted
in a reclassification of shares held in both employee share trusts and the
Safari Ltd investment, from other fixed asset investments, reducing net assets
by US$629 million at 31 March 2003.  This amount has been deducted in arriving
at shareholders' funds.


CHIEF EXECUTIVE'S REVIEW (continued)                                           4





Europe



Our Europe operations delivered another excellent year of profit growth, with
organic lager volume up by 8%.  Pre-exceptional EBITA was up 39%, up 22%
organically in constant currency, with most countries improving volumes, market
share and margins.  Poland, our largest contributing business, grew EBITA
through improved productivity and continuing cost reductions whilst underlying
volume growth was below the rate achieved in recent years.  The Czech Republic
had another strong year, while Hungary and Romania performed well, and the
integration process within Peroni remains on plan.  Volumes in our Russian
business increased 70%, with sales of Miller Genuine Draft growing by 90%.  The
international premium brand Pilsner Urquell grew some 11% domestically and 7%
globally.



Four of our markets were included in the European Union (EU) enlargement which
took place on 1 May 2004:  Czech Republic, Hungary, Poland and Slovakia.  We
believe this will lead over time to greater political, economic and currency
stability in the region, underpinning future consumption growth.



Africa and Asia



Africa and Asia performed very well with pre-exceptional EBITA up 31%, 21%
organically in constant currency, continuing the solid performance reported at
the half year.  Our African businesses, including our Castel alliance, benefited
from generally firm pricing, productivity enhancements and favourable exchange
rate movements in some countries.  China recovered from the SARS epidemic at the
beginning of the year to record 5% organic lager volume growth.



In June 2003 we announced the acquisition of a 29.6% stake in the Harbin Brewery
Group Ltd (Harbin).  On 5 May 2004 we announced an offer for the entire issued
share capital of Harbin of HK$4.30 in cash per share.  We believe that Harbin
represents a powerful strategic fit with our existing operations in China and
that majority ownership by SABMiller will bring benefits for all stakeholders.
Further details relating to Harbin will be given in our formal offer document,
which will be published shortly.



South Africa



Beer South Africa EBITA grew by 54%, 15% on a constant currency basis,
benefiting from volume growth of 3%, an improvement in year-on-year pricing and
ongoing operational productivity.  The business did well to maintain the EBITA
margin at 26.6%, having absorbed launch costs and higher ongoing marketing costs
of the new premium brands introduced during the year.



Other Beverage Interests (OBI) pre-exceptional EBITA grew 55%, 17% organically
in constant currency, driven by an 8% increase in ABI volumes, price rises,
overhead productivity and reduced raw material costs.  ABI continues to
diversify its product range into non-carbonated beverage categories, driving
growth.  Tsogo Sun has had a successful first year, with strong trading
performances in both its hotel and gaming businesses.



Outlook



We are well positioned by virtue of our geographic reach and balance, the
quality of our businesses and our financial strength, to continue to deliver
value to shareholders.  The 2004 results reflect strong performances across the
group, and for the coming year we believe that we are in a good position to
continue to generate growth in earnings.




CHIEF EXECUTIVE'S REVIEW (continued)                                           5





Operational review



North America


                                                                           2004           2003*
Financial summary                                                          US$m            US$m

Turnover ^                                                                4,778           3,408
EBITA**                                                                     424             250
EBITA margin (%) **                                                         8.9             7.3

Sales volumes (hls 000s)
- Lager   - excluding contract brewing                                   47,258          33,852
          - contract brewing                                             10,593           8,172
- Carbonated soft drinks (CSDs)                                              70              55


* 2003: nine months only.

** Before exceptional items of US$14 million being restructuring costs of US$13
million, Tumwater brewery closure cost reversal of US$4 million and asset
impairment of US$5 million (2003: integration costs of US$17 million and
Tumwater brewery closure costs of US$35 million).

^ 2003 turnover has been restated downward by US$65 million to reflect the
adoption of FRS5 Reporting the substance of transactions, application note G -
revenue recognition.





Total Miller shipment volumes, comprising domestic US and international sales,
fell by 0.8% for the full year versus proforma fiscal 2003, as compared to a
decline of 5.7% during the first half of the year.  This improved full year
performance was driven by more robust sales in the second half when total
shipment volumes grew by 5.3%.



Miller's US domestic shipments fell by just 0.4% for the year, again reflecting
better second half volumes, which increased by 5.9%.  Strong growth in Miller
Lite sales in the second half was the prime contributor to this improved
performance, offsetting declines in Miller Genuine Draft, certain economy brands
and the flavoured malt beverage (FMB) brands.



Domestic US industry shipment volumes increased by approximately 1% for the
fiscal year despite the influence of the continuing Iraq conflict and higher
fuel prices.  Miller's US domestic sales to retailers (STRs) fell by 1.5% versus
proforma fiscal 2003, but in the second six months STRs grew by 2% compared with
the prior year.



Total turnover declined by 0.8% on a proforma1 basis, impacted by declines in
contract brewing and international revenues.  US domestic turnover (excluding
contract brewing) increased by 0.3% on a proforma basis, reflecting growth in
beer revenues largely offset by a decline in FMBs.  Industry pricing throughout
the year was solid, especially in the fourth quarter of the fiscal year.  Miller
Lite sales increases had a positive impact on brand mix.  However this was
partially offset by adverse geographic and pack mix.  Costs of goods sold
increased at approximately the prevailing inflation rate.



EBITA for the year, before exceptional items of US$14 million, was US$424
million, an increase of 5.0% over the proforma adjusted prior year1 of US$404
million.  EBITA for the second half increased by 18% to US$175 million
reflecting the stronger performance described above.



1 Proforma adjusted prior year turnover was US$4,815 million, consisting of
US$3,408 million (as shown above) plus US$1,407 million under the ownership of
Altria during the period April - June 2002.  Proforma adjusted prior year EBITA
was US$404 million, consisting of US$250 million (as shown above) plus US$16
million of one time costs associated with the launch of FMBs, plus US$138
million under the ownership of Altria during the period April - June 2002.


CHIEF EXECUTIVE'S REVIEW (continued)                                           6





In the past year, we have driven productivity across all functions of the
business realising savings in excess of our original US$50 million target.  This
has been achieved by improving the operation of our breweries, better
procurement, more effective marketing spend and a reduced overall headcount.
The expected cost benefits from the closure of the Tumwater brewery have also
been realised during the year.  The current cost base of Miller reflects these
changes and although incremental improvement is possible further large one-off
savings are not expected.  The costs of pensions, healthcare and labour
increased above the prevailing inflation rate offsetting some of the benefits
achieved through productivity improvement.



Capital expenditure was maintained at previous year's levels.  Projects included
information systems upgrades, warehouse automation at the Albany and Eden
breweries, "fridge pack" packaging capability as well as a number of
quality-focused investments.



Our more disciplined approach to brand marketing, focused on the attributes of
our beers, began to deliver benefits in the second half.  Our new advertising
and promotions around the Miller name began in November 2003 and were followed
by specific brand campaigns, first for Miller Lite beginning in December 2003
and subsequently for Miller Genuine Draft, in March 2004.  New packaging linking
Miller Lite and Miller Genuine Draft has also been launched to maximise the
impact of the Miller name.  The effect of these activities has been to cause
consumers to reconsider Miller products and allowed us to engage with them about
choice and taste.  Revitalised campaigns will follow for our economy and
worthmore brands.



During the year, we segmented the US market into 88 market areas and have
developed detailed local market plans in each of our 33 high focus markets.
These plans allow our sales efforts to be more appropriately directed, better
supporting our wholesalers.  We have deployed additional sales people and
marketing funds at a local level to further enhance this process.  Plans will be
completed for the remaining markets in the current year, and we will continue to
refine and improve the process.  Furthermore a marketing and sales integration
project is underway to drive further improvement.



Good progress had been made towards improving the Miller organisation's
effectiveness.  The organisation was restructured in August and approximately
200 new people have also been recruited, primarily in marketing and sales, while
maintaining the overall net reduction in salaried staffing levels.  Performance
management processes are now entrenched across Miller, and work continues on
upgrading our talent through ongoing development and recruitment.


CHIEF EXECUTIVE'S REVIEW (continued)                                           7





Central America


                                                                    2004          2003
Financial summary                                                   US$m          US$m       % change

Turnover                                                             531           514             3
EBITA*                                                                76            56            36
EBITA margin (%) *                                                  14.2          10.8

Sales volumes (hls 000s)
- Lager                                                            1,839         1,747             5
- Carbonated soft drinks (CSDs)                                    6,031         6,257            (4)
- Other beverages                                                  2,643         2,499             6




* Before exceptional reorganisation costs of US$6 million (2003: US$12 million).





Progress was made throughout the year in improving our brand portfolios, market
focus and the operating efficiency of the business.



Beer volumes rose by 7% in the second half (up from 4% in the first half),
resulting in an increase of 5% for the year.  Our beer brand segmentation and
portfolio management was improved as we executed refocused advertising and new
product and sales initiatives.  Our leading brand franchises (Pilsener and Salva
Vida) have been strengthened, alongside new premium offerings (Bahia and Miller
Genuine Draft) and enhanced lower-mainstream brands (Regia Extra and Imperial)
designed to compete more effectively with low-priced spirits.  Resulting recent
volume trends are particularly encouraging in El Salvador, whilst further trade
marketing and sales effectiveness initiatives are now underway throughout the
region.



CSD volumes fell by 1% in the second half (compared to a 6% fall in the first
half), reflecting an improving trend towards stabilisation following the
regional weakness and increased competitive intensity in El Salvador, both of
which began in the latter half of 2002.  Our market share has stabilised in El
Salvador and increased slightly in Honduras where volumes grew modestly in the
second half.  Strengthened brand positioning and marketing execution for Coke
and Sprite are well underway, supporting our sector leadership in focusing on
attribute rather than price-based competition.  Further brand portfolio
enhancement utilising the Fanta and Tropical brands is also a focus for fiscal
2005.



Turnover grew by 3%, as virtually unchanged total beverage sales volumes were
accompanied by both price increases (for beer in Honduras and CSDs throughout)
and the favourable mix impact of beer's greater contribution to sales.  This
favourable impact was partly offset by strong growth in bottled water sales in
the second half that, while contributing attractive gross margins, have lower
price points.  CSD prices rose by between 5% and 8% near the beginning of the
fiscal year, while Honduran beer pricing increased by some 10% in March 2004.
These increases have been accompanied by the positive impact of both pricing
standardisation within channels and channel mix improvement.



Pre-exceptional EBITA more than doubled in the second half and grew by 36% for
the full year as a result of operating cost reductions, improved operating
leverage (on rising beer sales), favourable product mix trends, positive
pricing, and unit cost savings through procurement synergies.  Following our
wide-ranging business restructuring, which resulted in a headcount reduction of
1,600, we are now realising the synergies between countries and from combining
beer and CSD categories.  EBITA margin rose in the second half compared to the
prior year, driving the full year margin to 14.2% against last year's 10.8%.


CHIEF EXECUTIVE'S REVIEW (continued)                                           8





Europe


                                                                    2004          2003
Financial summary                                                   US$m          US$m       % change

Turnover ^                                                         2,420        1,583             53
EBITA *                                                              383          275             39
EBITA margin (%) *                                                  15.8         17.4

Sales volumes (hls 000s)
- Lager                                                           30,925       24,472             26
- Lager comparable                                                26,309       24,472              8
- Other beverages                                                     97          137            (29)


* Before exceptional items being water plant closure costs of US$6 million
(2003: US$Nil).

^  2003 turnover has been restated downward by US$63 million to reflect the
adoption of FRS5 Reporting the substance of transactions, application note G -
revenue recognition.





Lager volumes grew 26% (8% on an organic basis), influenced by the good European
summer of 2003 and a very strong performance in Russia.  The division produced a
third consecutive year of excellent profit growth with pre-exceptional EBITA up
39%.  In constant currency terms, organic EBITA growth was 22%.  The rate of
EBITA increase against prior year was lower in the second half than in the
first, reflecting the increased seasonality in the division following the Peroni
acquisition.  Improved sales mix within most markets, pricing ahead of local
cost increases and improved productivity resulted in organic, constant currency
EBITA margin enhancement.  However, the reported margin was impacted by the
lower current margins of Peroni and Dojlidy.



The Polish beer market expanded by around 6%, with disproportionate growth in
the lower priced segments.  Kompania Piwowarska's total volumes increased by
over 8%, while organic volumes were marginally ahead of prior year.  The Dojlidy
business, which we acquired during the year, grew 10% on a proforma basis
against prior year.  The rate of Kompania Piwowarska's volume growth improved
during the second half as distributors responded to an improved incentive
programme, and increased focus in the on-premise channel started yielding
results.  The Zubr and Debowe brands showed particularly strong growth, with
Zubr now at a 4% national share and the flagship Tyskie brand exceeding 5.6
million hectolitres.  Improved production standards and continuing good cost
productivity contributed to continued growth in EBITA.



In the Czech Republic a strong domestic volume improvement of 4% in a market
that grew by 2% reflects the hot summer as well as share gains.  Increases in
marketing spend helped boost growth to 6% in the higher value on-premise channel
and this, together with increased average prices of 4%, improved overall
margins.  Our international premium brand Pilsner Urquell grew some 11%
domestically and 7% globally.  Favourable procurement contracts and operating
efficiencies contributed to a substantial profit improvement, which was further
enhanced by the firm Czech currency.



In May 2003, SABMiller acquired 60% of Birra Peroni SpA for Euro246 million
(US$299
million, including acquisition costs).  Industry volumes in Italy grew strongly
during the summer and the full year's growth rate was approximately 6%, with
Peroni volumes in line with the market. Both key brands, Peroni and Nastro
Azzurro, performed satisfactorily, with Peroni retaining its position as the
market's leading brand.  The Miller Genuine Draft brand was introduced in
November 2003 and is now produced in the Padova brewery.  The integration
process within Peroni remains on plan although the company's profitability for
the period was impacted by integration costs and significant marketing and
promotional investment behind our brands, together with the first beer excise
increase for 13 years.







CHIEF EXECUTIVE'S REVIEW (continued)                                           9





In Russia, our business, which is clearly focused in the premium segment, had a
very strong year with volumes up 70% and continuing growth in segment share.
Miller Genuine Draft grew by 90% and our Czech brand, Kozel, more than doubled
volume.  We are continuing to expand our market coverage and our presence in the
on-premise channel, and this contributed to strong growth in EBITA and cash
flow.  A further expansion is being planned at the Kaluga plant.



Our business in Hungary enjoyed 6% volume growth against a market growth of 4%
and we retained our market leadership in value share. The premium Dreher brand
volume grew by 3%, and together with initiatives to improve margin this led to
strong profit growth.  In Romania, the market expanded by approximately 15% with
our volume growth being in line.  However, our share of value increased and
margins improved, while the broader market growth was driven by lower-priced
volumes in PET packages.  In May 2004, SABMiller announced its agreement to
acquire 81.1% of Aurora SA.  This will consolidate our position as number two in
the country and will add a strong new sales platform in the central region.



Our volume in Slovakia grew by 6%, while the market was held back by a
significant increase in excise.  The business moved to direct distribution
during the year and this change should improve market penetration and
profitability in the medium term.  The Canary Islands enjoyed renewed growth,
influenced by the hot summer and an increase in immigration, with our beer
volumes increasing by 6%.  We closed the Pinalito water business at an
exceptional cost of some US$6 million.





Africa and Asia


                                                                    2004          2003
Financial summary                                                   US$m          US$m       % change

Turnover                                                           1,555         1,209            29
EBITA *                                                              306           233            31
EBITA margin (%) *                                                  19.7          19.2

Sales volumes (hls 000s) **
- Lager                                                           32,492        31,332             4
- Lager comparable                                                31,915        30,917             3
- Carbonated soft drinks (CSDs)                                    3,879         4,206            (8)
- Other beverages                                                 10,166         9,920             2


* Before exceptional items being US$6 million share of associate's profit on
disposal of the CSD business in Morocco and US$1 million share of associate's
profit on disposal of a brand in Angola (2003: US$Nil).

** Castel volumes of 12,049 hls 000s (2003: 10,680 hls 000s) lager, 9,221 hls
000s (2003: 8,925 hls 000s) carbonated soft drinks, and 3,326 hls 000s (2003:
804 hls 000s) other beverages are not included



Africa



Our portfolio of businesses in Africa combined with our Castel alliance
diversifies country risk across the continent and the benefits of this can be
seen in the fiscal 2004 results.  Overall, our African businesses continued the
solid performance reported at the half year, delivering strong results for the
full year.  Lager volume growth was recorded in Uganda, Ghana, Tanzania, Zambia
and Swaziland, but this was more than offset by a modest decline in Botswana and
a significant reduction in Zimbabwe where the depressed economy impacted sales.
A similar pattern was evident in carbonated soft drinks, where exceptionally
strong volume gains in Angola were also offset principally by steep declines in
Zimbabwe.  Lager brand growth was 2%, driven by the two principal pan-African
brands, Castle and Castle Milk Stout.  Across the continent there have been a
number of successful brand rejuvenation projects, particularly Safari in
Tanzania, Laurentina in Mozambique and Nile and Club in Uganda.


CHIEF EXECUTIVE'S REVIEW (continued)                                          10





Our African business delivered a strong pre-exceptional EBITA performance
reflecting volume developments in key markets, improved productivity and
operating performance and currency strength principally in Botswana, Lesotho and
Swaziland. In addition, the group recorded market share gains in Uganda and
Ghana, the former including the benefits of new product development. We continue
to benefit from last year's East African consolidation in Tanzania and Kenya,
and Angola is proving to be an exciting market with strong growth in our CSD
business as the economy normalises after years of civil war. Botswana delivered
strong earnings growth despite the marginal drop in volumes following the
introduction of VAT.



Our alliance partner, Castel, enjoyed an excellent year with strong organic
growth in its key markets of Cameroon, Ivory Coast and Gabon, augmented by a
number of strategic acquisitions and currency strength.  We recently announced
our 40% participation in joint ventures in Algeria and Morocco.





Asia



Our Chinese associate, China Resources Breweries Ltd (CRB), performed well,
recovering from the SARS epidemic at the beginning of the year to record 7.5%
lager volume growth for the year of which 5% was organic. The Chinese beer
market is estimated to be the biggest in the world by volume, with CRB enjoying
the number two position in the market. The development of a national brand
remains a key focus area in the business, with the Snowflake brand achieving
volumes of 7 million hectolitres during the current year. The volume growth
during the year contributed to an increase in EBITA.



In June 2003 we announced the acquisition of a 29.6% stake in the Harbin Brewery
Group Ltd (Harbin), which we have accounted for as a fixed asset investment for
the period of ownership.   On 5 May 2004 we announced an offer for the entire
issued share capital of Harbin of HK$4.30 in cash per share.  We believe that
Harbin represents a powerful strategic fit with our existing joint venture
operations in China and that majority ownership by SABMiller will bring benefits
for all stakeholders.  Further details relating to Harbin will be given in our
formal offer document, which will be published shortly.



In March 2004, CRB announced that it had entered into a conditional agreement
with the majority shareholder of Zhejiang Qianpi Group Company Ltd (Qianjiang),
the largest brewery in Zhejiang Province, to co-operate to reorganise Qianjiang
and establish a joint venture company, whereby CRB will have a 70% equity
interest in the company and the shareholders of Qianjiang will have the
remaining 30% interest.  Further, in May 2004 CRB announced that it had acquired
a 90% interest in two breweries in Anhui Province.  The two breweries in
Shucheng and Liuan produce the Longjin brand.



In India, we announced the formation of a 50:50 joint venture with the Shaw
Wallace group to achieve a strong number two position in this populous country's
developing beer industry. The operational integration of our businesses has been
completed ahead of expectation and we have a solid foundation to capture ongoing
volume growth as the beer industry develops. Certain conditions are in the
process of being completed, and until the transaction becomes unconditional the
business will be accounted for as a fixed asset investment.


CHIEF EXECUTIVE'S REVIEW (continued)                                          11





South Africa:



Beer South Africa


                                                                    2004          2003
Financial summary                                                   US$m          US$m       % change

Turnover                                                           1,964         1,270             55
EBITA                                                                522           338             54
EBITA margin (%)                                                    26.6          26.6

Sales volumes (hls 000s)
- Lager                                                           25,261        24,428              3






Beer volumes continued the positive trends of the first half, ending the year
3.4% above prior year. The improved economic climate in South Africa has
underpinned this growth and has led to trading up amongst consumers both in the
beer segment and in the broader liquor market where beer has continued to take
share primarily from natural wine, with our share of the liquor market now
59.3%, up from last year's 57.1%.  This trend has been enhanced by effective
in-trade execution and the price and value of offerings of products within our
portfolio.



For the first time in many years the mainstream market grew, and there has been
continued strong growth from the premium and alcoholic fruit beverage segments
of the portfolio with year on year growth of 30% and 50% respectively.  These
segments continue to be the prime focus of our innovation programme with the
introduction of our international premium brands, Miller Genuine Draft and
Pilsner Urquell, and a new variant of Brutal Fruit, "Sultry Strawberry".  Our
international premium brands have achieved widespread availability in their
target markets.



The higher volumes, improvements in pricing and positive mix trends led to
turnover being up 15% in constant currency.  EBITA margins have been maintained
notwithstanding the launch costs and higher ongoing marketing costs of the
international premium brands introduced in the year, the negative impact of the
stronger rand on export margins and higher raw material costs arising in part
from the previous year's hedging strategy.  As a result EBITA has also improved
by 15% in constant currency.  This profit performance has been further enhanced
by the strengthening of the rand leading to a 54% increase in reported EBITA.



Disciplined cost management enhanced productivity in all areas.  Investments in
the manufacturing excellence programmes over the past few years have resulted in
a significant improvement in production raw material usage, with efficiencies at
an all time high.



The new liquor act, which was approved in November 2003, has yet to be enacted.
The material contents of the act remain unchanged from the time of approval and
the department of Trade and Industry is currently developing the regulations
applying to the Act, which we expect to be published later this year.




CHIEF EXECUTIVE'S REVIEW (continued)                                          12





Other Beverage Interests


                                                                    2004          2003
Financial summary                                                   US$m          US$m       % change

Turnover                                                           1,171           788             49
- ABI                                                                912           594             54
EBITA *                                                              186           120             55
- ABI                                                                158            98             61
EBITA margin (%) *                                                  15.9          15.3
- ABI                                                               17.3          16.5

Sales volumes (hls 000s)
Soft drinks                                                       13,227        12,489              6
ABI                                                               12,999        12,063              8




* Before exceptional US$13 million profit on disposal of trademarks (2003:
US$Nil).





Amalgamated Beverage Industries (ABI)



Drivers of the 8% volume growth were increased promotional activity and improved
execution thereof, favourable weather patterns during the year and higher
consumer spending resulting from interest rate cuts and improved consumer
confidence.



Carbonated soft drinks (CSDs) grew by 7% and contributed 95% of the volume.  The
balance of volume was contributed by alternative beverages (water and fruit
juices) which grew by in excess of 30%.



EBITA increased by 61% (19% in constant currency), driven by volume growth, a
weighted price increase of 8%, overhead cost productivity and reduced raw
material costs, partly offset by sales mix including the impact of new product
introductions.





Appletiser



EBITA was in line with prior year, as the costs of additional marketing expenses
in export markets were offset by benefits from a stronger rand.





Distell



Distell's sales volumes in the domestic market reflect a favourable sales mix,
and growth in the spirits category. International sales volumes showed strong
volume growth, and initiatives were completed to reduce the company's overhead
costs and to reduce the cost of materials.




CHIEF EXECUTIVE'S REVIEW (continued)                                          13





Hotels and Gaming


                                                                  2004 £        2003 ^
Financial summary                                                   US$m          US$m      % change

Turnover                                                             226           212             6
EBITA**                                                               53            42            28
EBITA margin (%) **                                                 23.7          19.7

Revpar - US$ *                                                    $42.71        $32.10            33


£ SABMiller 49% share of the new Tsogo Sun group formed on 31 March 2003.

^ SABMiller 100% share of Hotels and 50% share of Gaming.

* Revenue per available room.

** Before exceptional profit of US$4 million on partial disposal of subsidiary
in 2003.





The new Tsogo Sun group, which was formed on 31 March 2003 through the
restructure of the SABMiller hotel and gaming interests, in conjunction with the
group's empowerment partners, Tsogo Investments, has had a successful first
year, with strong trading performances in both its hotel and gaming businesses.



In hotels, the key domestic corporate market continues to perform well and
occupancies in the domestic leisure segment have improved, while international
tourism has been hampered by the strong rand and a global travel market that has
experienced weak trends.



In gaming, results are dominated by the performance of the group's flagship
Montecasino operation in Gauteng.  The Gauteng gaming market continued to
experience growth during the fiscal 2004 year, and this has resulted in
Montecasino achieving further improvements in turnover.




CHIEF EXECUTIVE'S REVIEW (continued)                                          14





Financial review



Segmental analysis



Our operating results are set out in the segmental analysis of operations, and
the disclosures accord with the manner in which the group is managed. SABMiller
believes that the reported profit measures - before exceptional items and
amortisation of goodwill - provide additional and more meaningful information on
trends to shareholders and allow for greater comparability between segments.
Segmental performance is reported after the specific apportionment of
attributable head office service costs.



Accounting for volumes



In the determination and disclosure of reported sales volumes, the group
aggregates 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 UK GAAP but volumes are excluded.
Contract brewing volumes are excluded from total volumes, however turnover from
contract brewing is included within group turnover.  Reported volumes exclude
intra-group sales volumes.



New accounting standards



The reported turnover for the year ended 31 March 2003 has been restated
following the adoption of FRS5 - Reporting the substance of transactions,
application note G - revenue recognition. The change reduced each of turnover
and net operating costs by US$128 million for the year ended 31 March 2003 in
respect of the following segments - US$65 million in North America and US$63
million in Europe.  Had the 2004 financial results been prepared on the previous
basis, the impact would have been to increase turnover by US$178 million (US$100
million in North America and US$78 million in Europe).  There was no impact on
EBITA in either year, however the adjustment does increase the group's reported
EBITA margin by approximately 20 basis points.



The group has also adopted UITF 38 - Accounting for ESOP trusts, which has
resulted in a reclassification of shares held in both employee share trusts and
the Safari Ltd investment, from other fixed asset investments, reducing net
assets by US$629 million at 31 March 2003.  This amount has been deducted in
arriving at shareholders' funds.  The revised UITF 17 - Employee share schemes,
has also been adopted.  There were no material changes to reported profits for
the year ended 31 March 2003.



Organic, constant currency comparisons



The group has made some disclosures of its results on an organic, constant
currency basis, to analyse the effects of acquisitions net of disposals and
changes in exchange rates on the group's results.  Organic results exclude the
first twelve months' results of acquisitions 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 2004 at the
exchange rates for the comparable period in the prior year.



Acquisitions



The acquisition of a 60% interest in Birra Peroni SpA, the number two brewer in
Italy, with options to increase the holding in the future, was completed on 4
June 2003, although control passed to SABMiller on 21 May 2003 when the
SABMiller appointed directors assumed control of the business.  Consequently the
business has been accounted for from 21 May 2003.  The acquisition was funded in
cash from existing resources.  Further details of the acquisition, together with
other acquisitions made during the year, are given in note 11.




                                                                              15

CHIEF EXECUTIVE'S REVIEW (continued)





Profit before tax



Profit before tax of US$1,391 million was up 81% on prior year, reflecting
performance improvements from existing businesses, the inclusion of a full
year's results from Miller and the impact of favourable exchange rates,
partially offset by increased interest charges.



Exceptional items



The group recorded net exceptional costs within operating profit of US$26
million, comprising Miller restructuring costs of US$13 million; a reversal of
US$4 million of the Tumwater brewery closure costs at Miller; and a US$5 million
impairment charge in relation to FMB assets at Miller; US$6 million of
reorganisation costs in Central America; and US$6 million costs associated with
the closure of the water bottling plant in the Canary Islands.  Exceptional
profits of US$67 million were recorded after operating profit and comprised
surplus on the pension fund of a disposed operation of US$47 million; profit on
the disposal of trademarks in Appletiser of US$13 million; and the group's share
of the profit on disposal of Castel's Moroccan CSD business of US$6 million and
a brand in Angola of US$1 million.



This compares to prior year exceptional costs within operating profit of US$70
million, comprising Tumwater brewery closure and impairment costs of US$35
million and integration costs of US$23 million within Miller, and Central
America reorganisation costs of US$12 million.  A profit of US$4 million on
partial disposal of the group's holdings in the Hotels and Gaming group was
recorded after operating profit.



Treasury



Gross borrowings have increased to US$3,707 million from US$3,523 million at 31
March 2003.  Net debt has increased to US$3,025 million from US$2,962 million
reflecting the net increase in borrowings incurred regarding the acquisitions in
the year partly offset by cash inflow from operations.  In August 2003 the
US$2,000 million bank facility assumed with Miller was refinanced with the
successful issue of US$1,100 million 5.5% ten-year bonds and US$600 million
4.25% five-year bonds by Miller Brewing Company, with effective interest rates
of 5.21% and 3.94% respectively, the balance being repaid by Miller from its
surplus cash resources.  Concurrently SABMiller plc also issued US$300 million
6.625% 30-year bonds with an effective interest rate of 6.41%.  The effective
interest rates are arrived at after taking into account hedges which were put in
place prior to the issuance of the bonds to protect against rising underlying
Treasury interest rates.



The average loan maturity in respect of the US$ fixed rate debt portfolio is
some 5.25 years.  The average borrowing rate for the total debt portfolio at
March 2004 was 4.8% (prior year less than 4.5%).  The group's gearing decreased
at the year-end to 43.3% from last year's 46.6% (restated).



Interest



Net interest costs increased to US$188 million, a 15% increase on the prior
year's US$163 million. This increase is due primarily to the increase in
borrowings incurred regarding the acquisitions undertaken in the last two years,
together with the effects of the higher interest rates payable on the fixed debt
issued during the year.  Interest cover, based on pre-exceptional profit before
interest and tax, has improved to 8.2 times.



Taxation



The effective tax rate, before goodwill amortisation and exceptional items, is
34.3%, broadly in line with the prior year excluding the exceptional deferred
tax credit.  While there is virtually no change in the rate compared to the
prior year the tax charge has increased as a result of higher profits earned
partly offset by impacts of various tax saving measures introduced during the
year.




CHIEF EXECUTIVE'S REVIEW (continued)                                          16





Pensions



The group has exposures associated with defined benefit pension schemes and post
retirement benefits: the Miller defined benefit pension plans and post
retirement benefit plans, the ABI Pension Fund which is in surplus, and the
South African post retirement medical aid schemes which are almost fully
provided for under SSAP24, being the most significant.  The updated valuations
as at the year end, required for FRS17 disclosure purposes only, indicate a
deficit on the schemes in aggregate, in excess of amounts provided in the
balance sheet, of some US$140 million, after taking account of the related
deferred taxation.  This compares to the prior year deficit of US$194 million.
The group has no other significant exposures to pension and post retirement
liabilities as measured in accordance with FRS17.



Goodwill



Intangible assets increased by US$62 million, due primarily to the inclusion of
goodwill of US$283 million arising on the Peroni acquisition in May 2003,
partially offset by the amortisation for the year.  Goodwill in ABI is
considered to have an indefinite life (consistent with prior years), all other
goodwill being amortised over 20 years. The attributable amortisation charge for
the year under review rose to US$333 million from last year's US$250 million.



Cash flow



Net cash inflow from operating activities before working capital movement
(EBITDA) rose to US$2,185 million from last year's US$1,483 million. The ratio
of EBITDA to group turnover increased in the year to 19.2% (2003: 18.2%
restated).



Currency: rand



During the financial year, the SA rand showed strength against the US dollar and
the currency ended the financial year at R6.39 to the US dollar.  As a result,
the weighted average rand/dollar rate improved by 34.6% to R7.06 compared with
R9.50 in the prior year.



Dividend



The board has proposed a final dividend of 22.5 US cents making a total of 30.0
US cents per share for the year. Shareholders will be asked to ratify this
proposal at the annual general meeting, scheduled for 29 July 2004. In the event
that ratification takes place, the dividend will be payable on 6 August 2004 to
shareholders on the London and Johannesburg Registers. The ex-dividend trading
dates, as stipulated by the London Stock Exchange will be 7 July 2004 on the
London Stock Exchange and 5 July 2004 on the Johannesburg Securities Exchange
South Africa as stipulated by STRATE.  As the group reports in US dollars,
dividends are declared in US dollars. They are payable in sterling to
shareholders on the UK section of the register and in South African rand to
shareholders on the RSA section of the register. The rates of exchange
applicable on 14 May 2004, being the last practical date before the declaration
date, will be used for conversion ($/£ = 1.7599 and R/$ = 6.7775), resulting in
an equivalent final dividend of 12.7848 UK pence per share for UK shareholders
and 152.4938 SA cents per share for RSA shareholders. The equivalent total
dividend for the year for UK shareholders is 17.2350 UK pence (2003: 15.5081 UK
pence) and for RSA shareholders is 202.6501 SA cents (2003: 207.0250 SA cents).



To comply with the requirements of STRATE in South Africa, from the close of
business on 2 July 2004 until the close of business on 9 July 2004, no transfers
between the UK and South African Registers will be permitted and no shares may
be materialised or dematerialised.



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 2004 and the annual general meeting of the company will be held at
11:00hrs on 29 July 2004.




SABMiller plc
CONSOLIDATED PROFIT AND LOSS ACCOUNTS
for the years ended 31 March                                                  17





                                                                                        2004                 2003
                                                                                   Unaudited             Restated
                                                                 Notes                  US$m                 US$m

Turnover (including share of associates' turnover)                1,2                12,645                8,984
Less: share of associates' turnover                                                  (1,279)                (817)

Group turnover                                                     2                 11,366                8,167
Net operating costs                                                3                (10,043)              (7,364)

Group operating profit                                             2                  1,323                  803

Share of operating profit of associates                            2                    189                  126
Share of associate's profit on disposal of CSD business and
brands in Morocco and a brand in Angola                            4                      7                    -
Profit on disposal of trademarks                                   4                     13                    -
Surplus on pension fund of disposed operation                      4                     47                    -
Profit on partial disposal of subsidiary                           4                      -                    4

Profit on ordinary activities before interest and taxation                            1,579                  933

Net interest payable                                                                   (188)                (163)
Group                                                                                  (152)                (142)
Associates                                                                              (36)                 (21)


Profit on ordinary activities before taxation                                         1,391                  770
Taxation on profit on ordinary activities                          5                   (579)                (349)

Profit on ordinary activities after taxation                                            812                  421
Equity minority interests                                                              (167)                (125)

Profit for the financial year                                                           645                  296
Dividends                                                                              (358)                (283)
Retained profit for the financial year                                                  287                   13

Basic earnings per share (US cents)                                6                   54.1                 27.5
Headline earnings per share (US cents)                             6                   76.7                 52.6
Adjusted basic earnings per share (US cents)                       6                   77.6                 54.0
Diluted earnings per share (US cents)                              6                   53.0                 27.4
Adjusted diluted earnings per share (US cents)                     6                   75.2                 52.7
Dividends per share (US cents)                                                         30.0                 25.0





During the year and the previous year, the group made a number of acquisitions
and increased its shareholdings in several subsidiaries.  As disclosed in note
11, these acquisitions, with the exception of the acquisition of the Miller
Brewing Company in July 2002, were material to individual business segments,
however, they were not material to the group as a whole. All operations are
continuing.



There is no material difference between the results disclosed above and those
disclosable on an unmodified historical cost basis.


SABMiller plc
CONSOLIDATED BALANCE SHEETS
at 31 March                                                                   18




                                                                                        2004                 2003
                                                                                   Unaudited             Restated
                                                                 Notes                  US$m                 US$m

Fixed assets
Intangible assets                                                  7                  6,513                6,451
Tangible assets                                                                       3,758                3,244
Investments                                                                           1,212                  736
Investments in associates                                                               928                  705
Other fixed asset investments                                      1                    284                   31

                                                                                     11,483               10,431
Current assets
Stock                                                                                   599                  456
Debtors                                                                               1,035                  802
Investments                                                        10                    31                    2
Cash at bank and in hand                                           10                   651                  559
                                                                                      2,316                1,819

Creditors - amounts falling due within one year                                      (2,783)              (4,027)
Interest bearing                                                   10                  (613)              (2,409)
Other                                                                                (2,170)              (1,618)


Net current liabilities                                                                (467)              (2,208)

Total assets less current liabilities                                                11,016                8,223

Creditors - amounts falling due after one year                                       (3,166)              (1,130)
Interest bearing *                                                 10                (3,094)              (1,114)
Other                                                                                   (72)                 (16)
Provisions for liabilities and charges                             8                   (866)                (743)
Net assets                                                                            6,984                6,350

Shareholders' funds                                                1                  6,165                5,572
Equity minority interests                                                               819                  778
Capital employed                                                                      6,984                6,350


* Includes US$594 million (2003: US$590 million) 4.25% guaranteed convertible
bonds.




SABMiller plc
CONSOLIDATED CASH FLOW STATEMENTS
for the years ended 31 March                                                  19




                                                                                        2004                 2003
                                                                                   Unaudited             Restated
                                                                Notes                   US$m                 US$m

Net cash inflow from operating activities                         9                   2,292                1,568

Dividends received from associates                                                       25                   27

Returns on investments and servicing of finance
Interest received                                                                        53                   39
Interest paid                                                                          (216)                (159)
Interest element of finance lease rental payments                                        (3)                 (11)
Dividends received from other investments                                                 9                    3
Dividends paid to minority interests                                                   (154)                (137)
Net cash outflow from returns on investments and servicing of                          (311)                (265)
finance

Taxation paid                                                                          (456)                (286)

Capital expenditure and financial investments
Purchase of tangible fixed assets                                                      (576)                (445)
Sale of tangible fixed assets                                                            27                   16
Purchase of investments                                                                (217)                  (9)
Sale of investments                                                                       6                    3
Net cash outflow for capital expenditure and financial                                 (760)                (435)
investments

Acquisitions and disposals
Purchase of subsidiary undertakings                               11                   (338)                 (52)
Net (overdraft) / cash acquired with subsidiary undertakings                           (160)                   6
Sale of subsidiary undertakings                                                           -                   44
Net cash disposed with subsidiary undertakings                                            -                  (42)
Purchase of shares from minorities                                11                    (20)                  (8)
Purchase of shares in associates                                                        (58)                  (6)
Net funding from associates                                                               1                    4
Proceeds of pension fund surplus from previously disposed         4                      47                    -
operation
Proceeds from disposal of trademarks                              4                      13                    -
Net cash outflow for acquisitions and disposals                                        (515)                 (54)

Equity dividends paid to shareholders                                                  (309)                (203)

Management of liquid resources
(Purchase) / sale of short-term liquid instruments                                      (16)                  43
Cash withdrawn from short-term deposits                                                   -                    1
Net cash (outflow) / inflow from management of liquid             10                    (16)                  44
resources

Financing
Issue of shares                                                                          10                    2
Issue of shares to minorities                                                             4                    2
Net purchase of own shares for share trusts                                             (10)                 (12)
New loans raised                                                  10                  3,385                  190
Repayment of loans                                                10                 (3,377)                (330)
Net cash inflow / (outflow)  from financing                                              12                 (148)
(Decrease) / increase in cash in the year                         10                    (38)                 248




SABMiller plc
CONSOLIDATED STATEMENTS OF TOTAL RECOGNISED GAINS AND LOSSES
for the years ended 31 March                                                  20




                                                                                        2004                 2003
                                                                                   Unaudited             Restated
                                                                                        US$m                 US$m

Profit for the financial year                                                           645                  296
Currency translation differences on foreign currency net                                300                  428
investments
Other movements                                                                           -                    3
Total recognised gains and losses for the year                                          945                  727






CONSOLIDATED RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
for the years ended 31 March




                                                                                        2004                 2003
                                                                                   Unaudited             Restated
                                                                                        US$m                 US$m

Profit for the financial year                                                           645                  296
Other recognised gains and losses relating to the year (net)                            300                  431
Net proceeds of ordinary shares issued for cash                                          10                    2
Dividends declared by SABMiller plc                                                    (358)                (283)
Payment for purchase of own shares for share trusts                                     (10)                 (12)
Credit entry re the charge in respect of share option schemes                             6                    1
Nominal value of shares issued for the acquisition of Miller                              -                   43
Brewing Company
Merger relief reserve arising on shares issued for the
acquisition of
Miller Brewing Company                                                                    -                3,395
Goodwill written back on sale of subsidiaries                                             -                    8
Net increase in shareholders' funds                                                     593                3,881
Shareholders' funds at start of year                                                  5,572                1,691
Shareholders' funds at start of year as previously reported                           5,572                2,309
Prior year adjustment in respect of adoption of UITF 38                                   -                 (618)

Shareholders' funds at end of year                                                    6,165                5,572



The amount of cumulative goodwill in respect of purchased subsidiary and
associated undertakings which has been set off against shareholders' funds prior
to 31 March 1998 was US$187 million at 31 March 2004 (2003: US$167 million).




SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS                                             21





1. Basis of preparation



The consolidated financial statements present the financial record for the years
ended 31 March 2004 and 31 March 2003.



The subsidiary and associated undertakings in the group operate in the local
currency of the country in which they are based. From a functional 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 functional currency of
the group, being the most representative currency of its operations.  Therefore
the consolidated financial statements are presented in US dollars.



In accordance with s240 of the Companies Act, 1985, as amended, the above
statements do not set out the full group financial statements of SABMiller plc
and its subsidiary undertakings. Group financial statements for 2004 will be
delivered to the Registrar of Companies in due course. The board of directors
approved this financial information on 19 May 2004. The financial information
for the year ended 31 March 2003 does not comprise statutory accounts but has
been extracted from the statutory accounts for that year, which have been
delivered to the Registrar of Companies, adjusted for the changes in accounting
for turnover (FRS 5 Reporting the substance of transactions, application note G
- revenue recognition), Employee Share Ownership Plan (ESOP) trusts and similar
trusts (UITF 38), and employee share schemes (UITF 17 revised).  The auditors'
report was unqualified and did not contain a statement made under s237(2) or (3)
of the Companies Act, 1985.





 Supplementary information



The accompanying consolidated supplementary information, which is unaudited,
presents the profit and loss accounts and cash flow statements of the SABMiller
plc group in South African rands, and for the second six month period of the
years ended 31 March 2004 and 31 March 2003 in US dollars, together with the
balance sheets at 31 March 2004 and 31 March 2003 in South African rands.



The exchange rates of rand to US dollars used in preparing the consolidated
financial statements in the supplementary section were as follows:


                                                      Weighted           Closing
                                                  average rate              rate
Year ended 31 March 2003                                  9.50              7.91
Year ended 31 March 2004                                  7.06              6.39



The weighted average exchange rates have been calculated based on an average of
the exchange rates during the relevant year and weighted according to the
turnover of the group's businesses.





Accounting policies



These preliminary financial statements should be read in conjunction with the
annual financial statements and the accounting policies laid down therein (which
will be distributed in early July 2004). They have been prepared under the
historical cost convention in accordance with accounting standards applicable in
the United Kingdom (UK GAAP), and, with the exception of turnover, ESOP trusts
and other similar trusts and employee share schemes, all have been applied
consistently throughout the current and preceding year, as set out in the annual
report for the year ended 31 March 2003.



FRS 5 Reporting the substance of transactions, application note G - revenue
recognition was issued in November 2003.  As a result, certain costs previously
included within net operating costs have been reclassified as deductions from
turnover.  There is no impact on profit for the year or the previous year.



The Urgent Issues Task Force Abstract 38 (UITF 38) was issued in December 2003.
UITF 38 requires shares held by ESOP trusts to be treated as a deduction in
arriving at shareholders' funds, rather than as a fixed asset investment.
Shares held by the employee share trusts have been restated.  Further, following
the principles of UITF 38, the SABMiller plc shares held by Safari Ltd, a
special purpose vehicle, have been reclassified similarly.  Net purchases of
such shares have been reclassified in the cash flow from purchase of investments
within net cash flow for capital expenditure and financial investments to net
purchase of own shares for share trusts within net cash flow from financing.



Simultaneously with the issue of UITF 38, UITF 17 was revised.  The revised UITF
17 requires that the charge to the profit and loss account in relation to share
awards be based on the fair value of the shares at the date of grant (the market
value) less any contribution towards the cost of the shares.  The amount
recognised is spread over the period to which any performance criteria relate.
The effect of uncertainty as to whether any performance criteria will be met is
dealt with by estimating the probability of shares vesting.



The cumulative effect of adopting these changes relating to previous years has
been recognised in the accounts as a prior year adjustment and comparative
figures for 2003 have been restated accordingly.  The effect of these changes is
as follows:


                                                                                   Year ended
                                                                                31 March 2003
                                                                                         US$m
Decrease in turnover                                                                    (128)
Decrease in net operating costs                                                          128

Decrease in shareholders' funds at the beginning of the period                          (618)
Effect on profit for the financial year                                                    -
Purchase of own shares for share trusts                                                  (12)
Credit entry re the charge in respect of share option schemes                              1
Decrease in shareholders' funds at the end of the period                                (629)




SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                 22





2. Segmental analysis


                                                             Turnover             EBITA             EBITA margin
                                                          2004     2003        2004     2003        2004     2003
                                                     Unaudited Restated   Unaudited  Audited   Unaudited Restated
                                          Notes           US$m     US$m        US$m     US$m           %        %
Business segment analysis


North America (2003: 9 months only)                     4,778    3,408          424      250         8.9      7.3

Central America                                           531      514           76       56        14.2     10.8

Europe                                                  2,420    1,583          383      275        15.8     17.4

Africa and Asia                                         1,555    1,209          306      233        19.7     19.2
Associates' share                                        (691)    (480)        (112)     (85)       16.1     17.7
                                                          864      729          194      148        22.6     20.2

South Africa:
Beer South Africa                                       1,964    1,270          522      338        26.6     26.6

Other Beverage Interests                                1,171      788          186      120        15.9     15.3
Associates' share                                        (362)    (244)         (36)     (26)       10.0     10.5
                                                          809      544          150       94        18.6     17.4

Hotels and Gaming                                         226      212           53       42        23.7     19.7
Associates' share                                        (226)     (93)         (53)     (21)       23.7     22.8
                                                            -      119            -       21           -     17.3

Central Administration                                      -        -          (57)     (44)          -        -

Group - excluding exceptional items                    12,645    8,984        1,893    1,270        15.0     14.1
Associates' share                                      (1,279)    (817)        (201)    (132)       15.7     16.1
                                                       11,366    8,167        1,692    1,138        14.9     13.9
Exceptional items                            4
North America                                               -        -          (14)     (58)*         -        -
Central America                                             -        -           (6)     (12)          -        -
Europe                                                      -        -           (6)       -           -        -
Africa and Asia                                             -        -            7        -           -        -
Other Beverage Interests (Appletiser)                       -        -           13        -           -        -
Central Administration                                      -        -           47        -           -        -
Hotels and Gaming                                           -        -            -        4           -        -
                                                            -        -           41      (66)          -        -

Group - including exceptional items                    12,645    8,984        1,934    1,204        15.3     13.4
Associates' share                                      (1,279)    (817)        (208)    (132)       16.3     16.1
                                                       11,366    8,167        1,726    1,072        15.2     13.1

Analyses by business are based on the group's management structure.

* Includes US$6 million of integration costs incurred in other segments.


SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                 23





2. Segmental analysis (continued)


                                                   Net operating assets    Operating profit     Operating margin
                                                         2004      2003       2004      2003       2004      2003
                                                    Unaudited  Restated  Unaudited   Audited  Unaudited  Restated
                                          Notes          US$m      US$m       US$m      US$m          %         %
Business segment analysis


North America (2003: 9 months only)                    4,726     5,147        189        75        3.9       2.2

Central America                                          964     1,089         31        10        5.9       1.7

Europe                                                 2,109     1,446        327       239       13.5      15.1

Africa and Asia                                        1,259       866        288       219       18.5      18.1
Associates' share                                       (557)     (424)      (101)      (79)      14.5      16.4
                                                         702       442        187       140       21.8      19.3

South Africa:
Beer South Africa                                        320       356        522       338       26.6      26.6

Other Beverage Interests                                 713       524        186       120       15.9      15.3
Associates' share                                       (152)     (114)       (36)      (26)      10.0      10.5
                                                         561       410        150        94       18.6      17.4

Hotels and Gaming                                        219       167         52        42       23.0      19.7
Associates' share                                       (219)     (167)       (52)      (21)      23.0      22.8
                                                           -         -          -        21          -      17.3

Central Administration                                  (301)     (283)       (57)      (44)         -         -

Group - excluding exceptional items                   10,009     9,312      1,538       999       12.2      11.1
Associates' share                                       (928)     (705)      (189)     (126)      14.7      15.3
                                                       9,081     8,607      1,349       873       11.9      10.6
Exceptional items                            4
North America                                              -         -        (14)      (58)*        -         -
Central America                                            -         -         (6)      (12)         -         -
Europe                                                     -         -         (6)        -          -         -
                                                           -         -        (26)      (70)         -         -

Group - including exceptional items                   10,009     9,312      1,512       929       12.0      10.3
Associates' share                                       (928)     (705)      (189)     (126)      14.7      15.3
                                                       9,081     8,607      1,323       803       11.6       9.8


* Includes US$6 million of integration costs incurred in other segments.


SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                 24





2. Segmental analysis (continued)


                                                   Capital expenditure            EBITDA           EBITDA margin
                                                         2004      2003       2004      2003       2004      2003
                                                    Unaudited   Audited  Unaudited   Audited  Unaudited  Restated
                                          Notes          US$m      US$m       US$m      US$m          %         %
Business segment analysis


North America (2003: 9 months only)                      101        87        567        348       11.9      10.2
                                                      
Central America                                           42        40        113         90       21.3      17.8

Europe                                                   178       169        526        387       21.7      24.4

Africa and Asia                                           71        42        232        166       26.9      22.8

South Africa:
Beer South Africa                                        114        58        619        403       31.5      31.7

Other Beverage Interests                                  67        38        192        119       23.7      21.7

Hotels and Gaming                                          -         4          -         27          -      22.9

Central Administration                                     3         7        (50)       (36)         -         -

Group - excluding exceptional items                      576       445      2,199      1,504       19.3      18.4

Exceptional items                            4
North America                                              -         -         (6)       (12)*        -         -
Central America                                            -         -         (6)        (9)         -         -
Europe                                                     -         -         (2)         -          -         -
                                                           -         -        (14)       (21)         -         -

Group - including exceptional items                      576       445      2,185      1,483       19.2      18.2



* Includes US$5 million of integration costs incurred in other segments.


SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                 25





2. Segmental analysis (continued)



The analyses of turnover, operating profit and net operating assets by business
segment include the following amounts in respect of acquisitions made:


                                                                                        2004                 2003
                                                                                   Unaudited             Restated
                                                                                        US$m                 US$m
Turnover

North America                                                                             -                3,408

Europe                                                                                  556                    -

Africa and Asia                                                                           -                   55
Associates' share                                                                         -                  (45)
                                                                                          -                   10

Group                                                                                   556                3,463
Associates' share                                                                         -                  (45)
                                                                                        556                3,418

Operating profit / (loss)

North America                                                                             -                   23

Europe                                                                                   (3)                   -

Africa and Asia                                                                           -                    9
Associates' share                                                                         -                   (4)
                                                                                          -                    5

Group                                                                                    (3)                  32
Associates' share                                                                         -                   (4)
                                                                                         (3)                  28

Net operating assets

North America                                                                             -                5,147

Europe                                                                                  550                    -

Africa and Asia                                                                           -                  111
Associates' share                                                                         -                  (98)
                                                                                          -                   13

Group                                                                                   550                5,258
Associates' share                                                                         -                  (98)
                                                                                        550                5,160




SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                 26





3. Net operating costs


                                                                                        2004                 2003
                                                                                   Unaudited             Restated
                                                                                        US$m                 US$m
Raw materials and consumable stores                                                   3,572                2,612
Changes in stock of finished goods and work in progress                                  19                  (13)
Excise duties                                                                         2,023                1,472
Employee costs                                                                        1,295                1,015
Depreciation of tangible fixed assets:                                                  460                  344
   owned assets                                                                         378                  282
   leased assets                                                                          9                    7
   containers                                                                            73                   55
Container breakages and shrinkage                                                        19                   20
Amortisation of intangible assets                                                       343                  265
Other operating income                                                                  (87)                 (95)
Other operating charges                                                               2,373                1,670
Brewery closure costs in Tumwater (North America)                                        (4)                  35
North America restructuring and integration costs                                        13                   23
Asset impairment (North America)                                                          5                    -
Central America reorganisation costs                                                      6                   12
Water plant closure costs in the Canary Islands (Europe)                                  6                    -
Impairment costs in South Africa                                                          -                    4
                                                                                     10,043                7,364






4. Exceptional items



The following items were treated as exceptional items by the group during the
years ended 31 March:
                                                                                        2004                 2003
                                                                                   Unaudited              Audited
                                                                                        US$m                 US$m
Recognised in operating profit:
North America
Restructuring and integration costs                                                     (13)                 (23)
Brewery closure costs in Tumwater                                                         4                  (35)
Asset impairment                                                                         (5)                   -
                                                                                        (14)                 (58)

Central America
Reorganisation costs                                                                     (6)                 (12)

Europe
Water plant closure costs in the Canary Islands                                          (6)                   -

                                                                                        (26)                 (70)
Taxation                                                                                  7                   23
Minority interests' share of the above items                                              5                    4





SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                 27





4. Exceptional items (continued)



The amalgamation of Miller Brewing Company with the rest of the group's business
has given rise to restructuring and integration costs during the year under
review amounting to US$13 million (2003: US$23 million).  These costs relate
mainly to severance costs in 2004 and in 2003, and in 2003 also included
consultancy fees, office closure costs and expenses related to the
reorganisation of the Miller and Pilsner Urquell international businesses,
including severance costs and international brand realignment costs.



Following the acquisition of Miller Brewing Company, an operating review
resulted in management announcing, on 10 January 2003, the closure of the
Tumwater brewery effective from 1 July 2003.  Total brewery closure costs in
2003 amounted to US$35 million and included the impairment of tangible fixed
assets to net recoverable value (US$20 million) and rationalisation costs,
including redundancy and associated closure costs (US$15 million).  In 2004,
US$4 million of the closure costs provided in the prior year were deemed surplus
and were credited to the profit and loss account in the year.



Following the decision in the year to cease the production and distribution of
Flavoured Malt Beverages (FMBs), with the exception of the SKYY brands, at
Miller an impairment charge of US$5 million has been taken against assets used
in FMB production.



Following the group's acquisition of brewing and soft drink bottling interests
in Central America towards the end of 2001, costs have been incurred to
restructure the Central American operations of US$6 million (2003: US$12
million).  These expenses consist primarily of retrenchment costs in 2004 of
US$6 million (2003: US$6 million), and also in 2003 consultancy fees of US$3
million and other associated costs of US$3 million.



The closure of the water bottling plant in the Canary Islands, Europe has taken
place during the year.  Total plant closure costs in the year amounted to US$6
million and included the impairment of tangible fixed assets to net recoverable
value (US$4 million) and rationalisation costs including redundancy and
associated closure costs (US$2 million).




                                                                                        2004                 2003
                                                                                   Unaudited              Audited
                                                                                        US$m                 US$m
Recognised after operating profit:
Africa and Asia
Share of associate's profit on disposal of CSD business and                               6                    -
brands in Morocco
Share of associate's profit on disposal of brand in Angola                                1                    -
                                                                                          7                    -

Other Beverage Interests (Appletiser)
Profit on disposal of trademarks                                                         13                    -

Central administration
Surplus on pension fund of disposed operation                                            47                    -

Hotels and Gaming
Gain on partial disposal (note 11)                                                        -                   12
Goodwill previously eliminated against reserves                                           -                   (8)
Profit on partial disposal of subsidiary                                                  -                    4

                                                                                         67                    4
Taxation                                                                                 (1)                   -



During the year Castel disposed of its interests in the Cobomi business and
brands in Morocco. SABMiller's share of the profit on disposal was US$6 million.
  Castel recognised a profit on disposal of the Youki brand in Angola.
SABMiller's share of the profit was US$1 million.



In the period, Appletiser SA recorded a pre-tax profit on the disposal of its
Valpre and Just Juice trademarks of US$13 million, which were sold to a
subsidiary of The Coca-Cola Company (TCCC).  Appletiser continues to produce the
Valpre and Just Juice brands under a manufacturing agreement with TCCC.



The group is still in dispute resolution with Shoprite Holdings Ltd regarding
the disposal of the OK Bazaars some years ago.  As a result of a surplus arising
from the liquidation of the OK Bazaars pension fund, which was returned to the
Shoprite group, Shoprite has paid The South African Breweries Ltd, OK Bazaars'
former parent company, an after tax equivalent amount of US$47 million, pursuant
to the sale agreement.



On 31 March 2003 as part of an empowerment deal announced on 12 December 2002,
the group disposed of its holdings in the Southern Sun Hotels and Gaming group,
in return for cash, a 49% interest in the ordinary share capital of Tsogo Sun
Holdings (Pty) Ltd (TSH), together with US$42 million of preference shares in
TSH.  Effectively, the transaction reduced the group's holdings in the Hotels
division from 100% to 49%, and in the Gaming division from 50% to 49%.  The
group's investment in TSH is being equity accounted.



The partial disposal of the Hotel and Gaming interests resulted in a gain of
US$12 million, which consisted of profit on the transaction, after taking into
account costs of disposal.  In addition, goodwill of US$8 million (which had
been written off against reserves) was taken into account.


SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                 28





5. Taxation on profit on ordinary activities


                                                                                        2004                 2003
                                                                                   Unaudited              Audited
                                                                                        US$m                 US$m

Current taxation                                                                        508                  286
- Charge for the year                                                                   507                  285
- Under provision in respect of prior years                                               1                    1
Withholding taxes and secondary taxation on companies                                    22                   13
Share of associates' taxation charge                                                     45                   30
Total current taxation                                                                  575                  329

Deferred taxation                                                                         4                   20
- Charge for the year                                                                     5                   33
- Under / (over) provision in respect of prior years                                      5                  (15)
- Rate change                                                                            (6)                   2

                                                                                        579                  349

Effective tax rate, before goodwill amortisation and exceptional                       34.3                 33.6*
items (%)


* The 2003 effective tax rate before deferred tax credit of US$9 million on ABI
assessed losses from prior years was 34.4%.


SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                 29





6. Earnings per share


                                                                                        2004                 2003
                                                                                   Unaudited              Audited
                                                                                    US cents             US cents
Basic earnings per share                                                                54.1                 27.5
Headline earnings per share                                                             76.7                 52.6
Adjusted basic earnings per share                                                       77.6                 54.0
Diluted earnings per share                                                              53.0                 27.4
Adjusted diluted earnings per share                                                     75.2                 52.7



The calculation of basic earnings per share has been based on the profit for the
financial year as shown below, and on a weighted average number of shares in
issue of 1,192,192,647  (2003: 1,076,143,990).



At 31 March 2004 there were 12,879,064 share purchase options outstanding under
the SABMiller plc Executive Share Purchase Scheme (South Africa), 7,738,766
share purchase options outstanding under the SABMiller plc Executive Share
Option Scheme (Approved Scheme and (No 2) Scheme combined), 1,738,147
conditional awards under the SABMiller plc Performance Share Awards Scheme and
1,825,976 share purchase options outstanding under the SABMiller plc
International Employee Share Scheme which have not yet vested.  The calculation
of diluted earnings per share is based on a weighted average number of shares in
issue of 1,264,700,452, after adjusting for 72,507,805 weighted potentially
dilutive ordinary shares arising from the share options and the guaranteed
convertible bond, and the profit for the financial year as shown below, adjusted
for an interest saving of US$26 million, on the 4.25% guaranteed convertible
bond. The average share price of SABMiller plc since the beginning of the
financial year, used in determining the number of potentially dilutive ordinary
shares, is US$8.43, compared with an average strike price on the outstanding
options of US$8.05.  The guaranteed convertible bond was not dilutive in respect
of basic earnings per share for the year ended 31 March 2003.



The group has also presented an adjusted basic earnings per share figure to
exclude the impact of amortisation and other non-recurring items in order to
present a more meaningful comparison 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:




                                                                                          2004                2003
                                                                                     Unaudited             Audited
                                                                                          US$m                US$m
Profit for the financial year                                                             645                  296
Amortisation of goodwill                                                                  355                  271
Surplus on pension fund of disposed operation                                             (47)                   -
Profit on disposal of trademarks                                                          (13)                   -
Share of associate's profit on disposal of Moroccan CSD business
and brands and an Angolan brand (Africa and Asia)                                          (7)                   -
Brewery closure costs (North America)                                                      (4)                  35
Asset impairment (North America)                                                            5                    -
Water plant closure costs in the Canary Islands (Europe)                                    6                    -
Share of associate's profit for compensation for cancellation of
distribution  rights (Distell, Other Beverage Interests)                                   (2)                   -
Loss on sale of fixed assets and investments                                                3                    -
Profit on partial disposal of subsidiary (Hotels and Gaming)                                -                   (4)
Impairment costs in South Africa                                                            -                    4
Tax effects of the above items                                                              -                  (15)
Minority interests' share of the above items                                              (26)                 (21)
Headline earnings (basic)                                                                 915                  566
Integration / reorganisation costs*                                                        19                   35
Tax effects of the above items                                                             (7)                  (9)
Deferred tax adjustments due to assessed loss (ABI)                                         -                   (9)
Minority interests' share of above items                                                   (2)                  (2)
                                                                                          
Adjusted earnings                                                                         925                  581


* Comprises restructuring and integration costs of North America US$13 million
(2003: US$23 million) and reorganisation costs in Central America of US$6
million (2003: US$12 million).


SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                 30





7. Intangible assets


                                                             Trademarks             Goodwill               Total
                                                                   US$m                 US$m                US$m
Net book amount

At 31 March 2003 (audited)                                            -               6,451               6,451

At 31 March 2004 (unaudited)                                          -               6,513               6,513




The goodwill balance of US$6,513 million (2003: US$6,451 million) at the end of
the year includes US$316 million (2003: US$4,733 million) due to acquisition
activities.  The acquisition of Birra Peroni SpA resulted in US$283 million
goodwill and other acquisitions within Africa and Asia and Europe added a
further US$33 million.



Goodwill arising from acquisitions is being amortised over 20 years, with the
exception of purchased goodwill in respect of ABI which the directors believe
has an indefinite life.  This is consistent with the treatment of goodwill that
arose on the acquisition of Suncrush, which was acquired on 8 June 1998. The
directors consider the goodwill to be supported by the existence of bottlers'
agreements with Coca-Cola (Southern Africa) (Proprietary) Ltd (CCSA).  ABI has
similar bottlers' agreements in respect of other regions within South Africa.
These bottlers' agreements, which are based on the Coca-Cola system, establish
performance obligations as to production, distribution and marketing
arrangements to maximise long-term growth in volume, cash flow and shareholder
value of the bottler company.  The Coca-Cola system came into being during 1899
and has had a consistent history of growth and success since that date.



The Suncrush agreements with CCSA were established in 1955 and have been in
place since then.  The current agreements are for a period of ten years, with an
extension of five years, expiring on 30 September 2007 and contain provisions
for renewal at no cost.  ABI has had similar agreements since 1976 and they have
always been renewed prior to expiry. In the view of the directors, the bottlers'
agreements reflect a long and ongoing relationship between the respective
managements of ABI and CCSA.



The directors have given due consideration to financial forecasts in respect of
the ABI business, the history of dealings of ABI with CCSA and the established
international practice of The Coca-Cola Company in relation to its bottlers'
agreements. In light of the above factors, the directors believe that the
Suncrush agreements will continue to be renewed at the end of their legal expiry
dates and the commercial value of the Coca-Cola product will be maintained.
Accordingly, the directors are of the view that the goodwill, as underpinned by
the bottlers' agreements, currently has an indefinite economic life.  The
directors have performed a review for impairment at 31 March 2004 and are of the
opinion that no provision is required.



The amount of cumulative goodwill in respect of purchased subsidiary and
associated undertakings which has been set off against shareholders' funds prior
to 31 March 1998 was US$187 million at 31 March 2004 (2003: US$167 million after
resurrecting goodwill amounting to US$8 million on the partial disposal of the
group's interests in the Hotels and Gaming division).




SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                 31





8. Provisions for liabilities and charges


                                                               Post-
                                              Demerged    retirement                          Deferred
                                              entities      benefits  Insurance       Other   taxation     Total
                                                  US$m          US$m       US$m        US$m       US$m      US$m
At 31 March 2002 (audited)                         14            20          -          30        102        166
Exchange adjustments                                6             7          -           3         35         51
Arising on the acquisition of subsidiary
undertakings                                        -           414         28           5          -        447
Arising on the disposal of subsidiary
undertakings                                        -            (2)         -           -          -         (2)
Hindsight adjustments                               -             8          -           5          -         13
Charged to profit and loss account                  -            51         57          32          6        146
Utilised in the year                                -           (16)       (50)         (9)         -        (75)
Transfer from / (to) creditors                      -             3          -          (6)         -         (3)
At 31 March 2003 (audited)                         20           485         35          60        143        743
Exchange adjustments                                4             7          -           3         25         39
Arising on the acquisition of subsidiary
undertakings                                        -            18          -          10          -         28
Arising on the disposal of subsidiary
undertakings                                        -             -          -          (2)         -         (2)
Hindsight adjustments                               -            31          -           8          -         39
Charged to profit and loss account                  -            93         67          51         (3)       208
Utilised in the year                               (2)         (103)       (72)        (21)         -       (198)
Transfer from creditors / debtors                   -             2          -           6          1          9
Transfers between categories                        -             5          -          (5)         -          -
At 31 March 2004 (unaudited)                       22           538         30         110        166        866


Demerged entities



During the year ended 31 March 1998, the group recognised a provision of US$117
million for the disposal of certain demerged entities in relation to equity
injections which were not regarded as recoverable, as well as potential
liabilities arising on warranties and the sale agreements. During the year ended
31 March 2004, US$2 million of this provision was further utilised in regard to
costs associated with previously disposed of SAB Ltd's remaining retail
interests. The residual US$22 million relates mainly to the disposal of OK
Bazaars (1929) Ltd to Shoprite Holdings Ltd (Shoprite). As disclosed in pervious
annual reports, a number of claims were made by Shoprite in relation to the
valuation of the net assets of OK Bazaars at the time of the sale and for
alleged breaches by SAB Ltd of warranties contained in the sale agreements.
These claims are being contested by SAB Ltd and have been submitted for dispute
resolution to independent accountants acting as experts and not as arbitrators.
In March 2000 an opinion was received from the experts but subsequent to that
year end Shoprite have instituted action against the independent experts and
SABMiller indicating an intention to refute the expert opinion. While full
provision for all claims has already been made on the basis of prudence, the
actual outcome of the dispute cannot be estimated by the directors at this time.
The further information ordinarily required by Financial Reporting Standard 12 -
'Provisions, Contingent Liabilities and Contingent Assets' - has not been
disclosed on the grounds that it can be expected to seriously prejudice the
outcome of the dispute.



Post-retirement benefits



The provision for post-retirement benefits represents the provision for medical
benefits for employees and their dependants in South Africa, for post-retirement
medical and life insurance benefits for eligible employees and their dependants
in North America, and pension provisions for employees in North and Central
America, South Africa, Europe and Africa and Asia.  The principal assumptions on
which these provisions are based will be disclosed in the group's annual report.



Insurance



Insurance provisions of US$30 million (2003: US$35 million) represent amounts
provided in respect of claims made by employees for health insurance and
work-related accidents.  Management estimates that the provision will be
substantially utilised in the next one or two years.




SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                 32





8. Provisions for liabilities and charges (continued)



Other provisions



At 31 March 2004 the group retained US$110 million (2003: US$60 million) of
other provisions. The principal individual components of this amount are as
follows:



The group has recognised various provisions, totalling US$35 million at 31 March
2004 (2003: US$11 million), in relation to taxation exposures it believes may
arise. The provisions principally relate to corporate taxation in respect of a
number of group companies and are not individually significant. Any settlement
in respect of these amounts will occur as and when the assessments are finalised
with the respective tax authorities.



US$32 million (2003: US$8 million) of provisions in respect of outstanding
litigation within various operations have been retained, none of which are
expected to have adverse material consequences to the group.



Payroll related provisions of US$6 million (2003: US$8 million) include
provisions amounting to US$3 million (2003: US$8 million) within Central America
in order to comply with labour legislation relating to employee service
terminations and rewards and US$3 million (2003: Nil) in relation to the
re-negotiation of certain labour agreements in Europe.



The group has provided for closure costs totalling US$4 million at 31 March 2004
(2003: US$15 million).  US$2 million (2003: US$15 million) relates to the
Tumwater brewery closure (North America) and US$2 million (2003: Nil) relates to
the water plant closure costs in the Canary Islands.  Management estimates that
the provisions will be substantially utilised within one year.



The group has made provision for certain contracts which are deemed to be
onerous amounting to US$15 million (2003: US$Nil).  The provisions are expected
to be utilised over the next five years, in line with the period of the
contracts.





9. Reconciliation of operating profit to net cash inflow from operating
activities


                                                                                          2004                2003
                                                                                     Unaudited             Audited
                                                                                          US$m                US$m
Operating profit                                                                        1,323                 803
Depreciation
  tangible fixed assets                                                                   387                 289
  containers                                                                               73                  55
Container breakages and shrinkage                                                          19                  20
Amortisation of intangible assets                                                         343                 265
Dividends received from other investments                                                  (9)                 (3)
Loss / (profit) on sale of fixed assets                                                     3                  (1)
Charge with respect to share options                                                        6                   1
North America restructuring and integration costs                                           7                  11
Brewery closure costs Tumwater (North America)                                             (4)                 35
Asset impairment (North America)                                                            5                   -
Central America reorganisation costs                                                        -                   3
Water plant closure costs in the Canary Islands (Europe)                                    4                   -
Impairment provision in South Africa                                                        -                   4
Deferred income                                                                            (1)                 (3)
Other non-cash movements                                                                   29                   4
Net cash inflow from operating activities before working capital
   movements (EBITDA)                                                                   2,185               1,483
Increase in stock                                                                         (47)                (44)
Decrease in debtors                                                                        48                  20
Increase in creditors                                                                     106                 109
Net cash inflow from operating activities                                               2,292               1,568





Operating cash flows include cash outflows relating to exceptional items of US$6
million (2003: US$12 million) in respect of North America restructuring and
integration costs, US$6 million

(2003: US$9 million) in respect of reorganisation costs in Central America and
US$2 million (2003: US$Nil) in respect of water plant closure costs in Europe.
There were no cash flows

associated with the North America asset impairment costs in 2004, or the
Tumwater brewery closure costs.


SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                 33





10. Analysis of net debt


                                                                    Finance   Finance
                      Cash at                  Funding   Funding     leases    leases             Liquid
                     bank and  Over-        due within due after due within due after            resour-      Net
                      in hand  draft  Total   one year  one year   one year  one year    Total       ces     debt
                         US$m   US$m   US$m       US$m      US$m       US$m      US$m     US$m      US$m     US$m
At 31 March 2002          245    (62)   183       (164)   (1,265)       (14)    
 (30)  (1,473)       45   (1,245)
(audited)
Cash flow                 303    (55)   248        105        24         16        (5)     140       (44)     344
Acquisitions                -      -      -         (8)   (2,000)         -         -   (2,008)        -   (2,008)
(excluding cash and
overdrafts)
Disposals                   -      -      -          2         7          -         -        9         -        9
Exchange                   11     (1)    10        (33)      (19)        (6)      (11)     (69)        1      (58)
adjustments
Change in maturity          -      -      -     (2,173)    2,173        (16)       16        -         -        -
of
net debt
Amortisation of bond        -      -      -          -        (4)         -         -       (4)        -       (4)
costs
At 31 March 2003          559   (118)   441     (2,271)   (1,084)       (20)    
 (30)  (3,405)        2   (2,962)
(audited)
Cash flow                  58    (96)   (38)     2,030    (2,055)        22        (5)      (8)       16      (30)
Acquisitions                -      -      -         (1)      (95)         -         -      (96)       14      (82)
(excluding
cash and overdrafts)
Disposals                   -      -      -          8         2          -         -       10        (1)       9
Exchange                   34     (8)    26        (17)       (7)        (4)       (5)     (33)        -       (7)
adjustments
Change in maturity          -      -      -       (116)      116        (22)       22        -         -        -
of
net debt
Cash inflow from            -      -      -          -        56          -         -       56         -       56
interest
rate hedges
Amortisation of bond        -      -      -          -        (9)         -         -       (9)        -       (9)
costs
At 31 March 2004          651   (222)   429       (367)   (3,076)       (24)    
 (18)  (3,485)       31   (3,025)
(unaudited)



Note: Liquid resources comprise short-term deposits with banks, which mature
within 12 months of the date of inception, and amounts invested in

short-dated liquid instruments.







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

                                                                                                  Other
                                                            US dollars      Rand       Euro  currencies      Total
                                                                  US$m      US$m       US$m        US$m       US$m
Gross borrowings (including overdrafts)                        (3,081)      (91)       (22)       (329)    (3,523)
Cash at bank and liquid resources                                 349        98         30          84        561
Net debt at 31 March 2003 (audited)                            (2,732)        7          8        (245)    (2,962)

Gross borrowings (including overdrafts)                        (2,976)      (51)      (253)       (427)    (3,707)
Cash at bank and liquid resources                                 328       235         37          82        682
Net debt at 31 March 2004 (unaudited)                          (2,648)      184       (216)       (345)    (3,025)



SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                 34





11. Acquisitions and disposals



Acquisitions



All of the assets and liabilities relating to acquisitions have been accounted
for on an acquisition basis.



For the year ended 31 March 2004:



Acquisitions for the year ended 31 March 2004, excluding the acquisition of
Birra Peroni SpA which is separately disclosed below, had a net asset value of
US$26 million and consideration of US$59 million, resulting in goodwill of US$33
million.  The fair values of the assets and liabilities acquired, which are
considered to be provisional as a number of matters are still under
consideration, were US$2 million less than the book value.



In accordance with the group's accounting policy, the goodwill of US$33 million
arising on consolidation has been stated in the group's balance sheet as an
intangible asset.



The principal acquisitions made by SABMiller include the following:



*          Effective 29 April 2003, Kompania Piwowarska SA acquired a
controlling interest of 98.8% in Browar Dojlidy sp Z.O.O. in Poland.  Subsequent
purchases from minority shareholders have increased Kompania Piwowarska's
interest to 99.4%.



*          During June to September 2003, SABMiller Africa BV acquired a further
5.5% interest in Sechaba Brewery Holding Ltd of Botswana, bringing SABMiller's
effective stake in Sechaba to 16.8% and the effective stake in each of Botswana
Breweries (Pty) Ltd and Kgalagadi Breweries (Pty) Ltd to 31.1%.



*          Effective 1 December 2003, SABMiller Africa BV acquired a further
9.5% interest in Cervejas de Mocambique SARL, bringing SABMiller's effective
stake to 49.1%.





Birra Peroni SpA



The acquisition of a 60% interest in Birra Peroni SpA (Peroni), the number two
brewer in Italy, with options to increase the holding in the future, was
completed on 4 June 2003, although control passed to SABMiller on 21 May 2003
when the SABMiller appointed directors assumed control of the business.
Consequently, the business has been accounted for from 21 May 2003.  The
acquisition was funded in cash from existing resources.





The fair values of the assets and liabilities acquired, which are considered to
be provisional as a number of matters are still under consideration, are as
follows:


                                                          Book               Fair value              Provisional
                                                         value              adjustments               fair value
                                                          US$m                     US$m                     US$m

Tangible assets                                           224                      (10) (1)                 214
Intangible assets                                          33                      (33) (2)                   -
Investments in associates                                   2                       (2) (3)                   -
Other fixed asset investments                              17                       (1) (4)                  16
Stock                                                      71                       (4) (5)                  67
Debtors                                                   217                      (25) (6)                 192
Cash and cash equivalents                                  14                        -                       14
Creditors due within one year                            (348)                      (3) (7)                (351)
Creditors due after one year                              (95)                       -                      (95)
Provisions for liabilities and charges                    (22)                      (6) (8)                 (28)
                                                          113                      (84)                      29
Equity minority interests                                 (49)                      36  (9)                 (13)
Net assets acquired                                        64                      (48)                      16
Goodwill                                                                                                    283
Consideration - all cash                                                                                    299



In accordance with the group's accounting policy, the goodwill of US$283 million
arising on consolidation has been stated in the group's balance sheet as an
intangible asset.




SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                 35





11. Acquisitions and disposals (continued)



Birra Peroni SpA (continued)



Adjustments to align accounting policies and fair value adjustments comprise the
following:


                                                                                      US$m
Adjustments to align accounting policies
Tangible assets (1)                                                                     5
Intangible assets (2)                                                                 (33)
Debtors (6)                                                                           (11)
Creditors due within one year (7)                                                      (1)
Equity minority interests (9)                                                          10

Other adjustments
Tangible assets (1)                                                                   (15)
Investments in associates (3)                                                          (2)
Other investments (4)                                                                  (1)
Stock (5)                                                                              (4)
Debtors (6)                                                                           (14)
Creditors due within one year (7)                                                      (2)
Provisions for liabilities and charges (8)                                             (6)
Equity minority interests (9)                                                          26
                                                                                      (48)





The principal fair value adjustments may be explained as follows:

(1)     Software reclassified from intangible assets.  Land and buildings fair
valued based on an independent valuation.
        Depreciation lives brought into harmony with group policy.  Containers
written off;

(2)     Intangible assets reversed.  Software reclassified as tangible assets;

(3)     Investments in associates written down to fair value;

(4)     Investments written down to fair value;

(5)     Obsolete stock written off;

(6)     Deferred tax asset not recognised.  Irrecoverable debtors written off;

(7)     Finance leases recognised to conform to UK GAAP.  Undisclosed
liabilities and accruals recorded;

(8)     Recognition of legal and other provisions;

(9)     Minority interests were adjusted to align minorities due to other fair
value adjustments.









Reconciliation of cash consideration to cash paid per the cash flow statement


                                                                                      US$m
Cash consideration for Peroni                                                         299
Cash consideration for rest of the group                                               59
                                                                                      358

Purchase of subsidiary undertakings per cash flow statement                           338
Purchase of shares from minorities per cash flow statement                             20
                                                                                      358




SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                 36





11. Acquisitions and disposals (continued)



For the year ended 31 March 2003:



Miller Brewing Company



With effect from 9 July 2002, South African Breweries plc (SAB) purchased the
entire share capital of Miller Brewing Company (Miller) from Altria Group, Inc.
(formerly Philip Morris Companies Inc.) in exchange for the issue of 430 million
shares in SAB. The shares issued to Altria comprise two classes of equity
capital; ordinary shares and unlisted participating shares. The total of these
shares is equivalent to an economic interest of 36.02% (excluding the shares
owned by Safari Ltd) in the enlarged SABMiller. Altria's total voting rights
have been capped at 24.99% of the votes exercisable at a general meeting.





The fair values of the assets and liabilities acquired are as follows:




                                                  Provisional                Hindsight                     Final
                                                   fair value              adjustments                fair value
                                                         US$m                     US$m                      US$m

Tangible assets                                        1,131                       (2) (1)                1,129
Other fixed asset investments                              1                        -                         1
Stock                                                    131                        -                       131
Debtors                                                  400                       15  (2)                  415
Cash and cash equivalents                                  6                        -                         6
Creditors due within one year                           (396)                       3  (3)                 (393)
Creditors due after one year                          (2,009)                       -                    (2,009)
Provisions for liabilities and charges                  (447)                     (39) (4)                 (486)
                                                      (1,183)                     (23)                   (1,206)
Equity minority interest                                  (6)                       -                        (6)
Net assets                                            (1,189)                     (23)                   (1,212)
Goodwill                                               4,673                       23                     4,696
Consideration                                          3,484                        -                     3,484



In accordance with the group's accounting policy, the goodwill of US$4,696
million arising on consolidation has been stated in the group's balance sheet as
an intangible asset.





Total consideration is comprised as follows:


                                                                                     US$m
Cash acquisition costs                                                                 46
Issue of shares                                                                     3,438
Consideration per the above fair value table                                        3,484





The hindsight adjustments to align accounting policies and fair value
adjustments comprise the following:


                                                                                      US$m
Other adjustments
Tangible fixed assets (1)                                                              (2)
Debtors (2)                                                                            15
Creditors due within one year (3)                                                       3
Provisions for liabilities and charges (4)                                            (39)
                                                                                      (23)





The principal hindsight adjustments may be explained as follows:

(1)     Revision of asset values based on independent valuation;

(2)     Debtor balances decreased to net realisable value. Deferred tax assets
were adjusted to recognise the impact of hindsight adjustments;

(3)     Adjustments to liabilities and accruals based on known costs;

(4)     Provisions for defined benefit pension and other post retirement
benefits were increased due to revised actuarial assumptions.  Recognition of
legal and other provisions.




SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                 37





11. Acquisitions and disposals (continued)



Disposals



For the year ended 31 March 2003:



Hotels and Gaming



On 31 March 2003, SABMiller entered into an agreement with Tsogo Investment
Holding Company (Pty) Ltd whereby SABMiller contributed its entire hotel and
gaming interests, including 100% of Southern Sun's hotel interests and 50% of
Tsogo Sun's gaming interests, to the new company, Tsogo Sun Holdings (Pty) Ltd
(TSH), in exchange for ordinary shares representing 49% of TSH, US$42 million of
TSH redeemable preference shares and US$43 million cash, net of expenses.
Effectively, the transaction has reduced the group's holding in the Hotels
division from 100% to 49%, and in the Gaming division from 50% to 49%.  The
transaction generated an after tax accounting profit of US$4 million calculated
as follows:




                                                                                      US$m
Tangible fixed assets                                                                 (75)
Other investments                                                                     (95)
Stock                                                                                  (1)
Debtors                                                                               (16)
Cash and cash equivalents                                                             (42)
Creditors due within one year                                                          49
Creditors due after one year                                                            7
Provision for liabilities and charges                                                   2
                                                                                     (171)
Minority interests                                                                      1
Net assets                                                                           (170)
Net proceeds on disposal                                                              182
                                                                                       12
Goodwill written back on disposal                                                      (8)
Profit on disposal                                                                      4





The proceeds were comprised as follows:


                                                                                      US$m
Net cash                                                                               43*
Investments in Tsogo Sun Holdings (49%)                                                97
R400 million of Tsogo Sun Holdings redeemable preference shares                        42
                                                                                      182

* Included US$1 million accrued costs.






SABMiller plc
NOTES TO THE FINANCIAL STATEMENTS (continued)                                 38





12. Post-balance sheet events





In April 2004 SABMiller plc and SABMiller Finance BV signed a five-year US$1,000
million revolving credit bank facility agreement.  This replaced the US$720
million in existence at 31 March 2004 that had a maturity date of November 2004.



On 5 May 2004 the group announced an offer for the entire share capital of
Harbin of HK$4.30 in cash per share.



In May 2004, SABMiller announced its agreement to acquire 81.1% of Aurora SA in
Romania.  This will consolidate our position as number two in the country and
will add a strong new sales platform in the central region.



Further, in May 2004 CRB announced that it had acquired a 90% interest in two
breweries in Anhui Province.  The two breweries in Shucheng and Liuan produce
the Longjin brand.


                                                                              39




                                                     SUPPLEMENTARY
                                                      INFORMATION
                                                    Rand reporting
                                                 Half yearly reporting






SABMiller plc
CONSOLIDATED PROFIT AND LOSS ACCOUNTS
for the years ended 31 March                                                  40





                                                                                        2004                 2003
                                                                                   Unaudited             Restated
                                                                                          Rm                   Rm

Turnover (including share of associates' turnover)                                   89,214               85,351
Less: share of associates' turnover                                                  (9,023)              (7,762)

Group turnover                                                                       80,191               77,589
Net operating costs                                                                 (70,854)             (69,953)

Group operating profit                                                                9,337                7,636

Share of operating profit of associates                                               1,329                1,190
Share of associate's profit on disposal of CSD business and
brands
in Morocco and a brand in Angola                                                         50                    -
Profit on disposal of trademarks                                                         95                    -
Surplus pension fund of disposed operation                                              328                    -
Profit on partial disposal of subsidiary                                                  -                   39

Profit on ordinary activities before interest and taxation                           11,139                8,865

Net interest payable                                                                 (1,326)              (1,552)
Group                                                                                (1,069)              (1,353)
Associates                                                                             (257)                (199)


Profit on ordinary activities before taxation                                         9,813                7,313
Taxation on profit on ordinary activities                                            (4,087)              (3,312)

Profit on ordinary activities after taxation                                          5,726                4,001
Equity minority interests                                                            (1,179)              (1,190)

Profit for the financial year                                                         4,547                2,811
Dividends                                                                            (2,524)              (2,687)
Retained profit for the financial year                                                2,023                  124

Basic earnings per share (SA cents)                                                   381.4                261.2
Headline earnings per share (SA cents)                                                541.5                500.0
Adjusted basic earnings per share (SA cents)                                          547.6                513.3
Diluted earnings per share (SA cents)                                                 373.9                260.3
Adjusted diluted earnings per share (SA cents)                                        530.6                500.7
Dividends per share (SA cents)                                                        211.7                237.8






SABMiller plc
CONSOLIDATED BALANCE SHEETS
at 31 March                                                                   41




                                                                                        2004                 2003
                                                                                   Unaudited             Restated
                                                                                          Rm                   Rm

Fixed assets
Intangible assets                                                                    41,616               51,029
Tangible assets                                                                      24,013               25,665
Investments                                                                           7,749                5,816
Investments in associates                                                             5,930                5,574
Other fixed asset investments                                                         1,819                  242

                                                                                     73,378               82,510
Current assets
Stock                                                                                 3,831                3,606
Debtors                                                                               6,613                6,347
Investments                                                                             199                   11
Cash at bank and in hand                                                              4,158                4,424
                                                                                     14,801               14,388

Creditors - amounts falling due within one year                                     (17,784)             (31,852)
Interest bearing                                                                     (3,916)             (19,055)
Other                                                                               (13,868)             (12,797)


Net current liabilities                                                              (2,983)             (17,464)

Total assets less current liabilities                                                70,395                65,046

Creditors - amounts falling due after one year                                      (20,234)              (8,938)
Interest bearing*                                                                   (19,773)              (8,812)
Other                                                                                  (461)                (126)
Provisions for liabilities and charges                                               (5,534)              (5,877)
Net assets                                                                           44,627               50,231

Shareholders' funds                                                                  39,395               44,076
Equity minority interests                                                             5,232                6,155
Capital employed                                                                     44,627               50,231





* Includes R3,796 million (2003: R4,667 million) 4.25% guaranteed convertible
bonds.




SABMiller plc
CONSOLIDATED CASH FLOW STATEMENTS
for the years ended 31 March                                                  42




                                                                                        2004                 2003
                                                                                   Unaudited             Restated
                                                                                          Rm                   Rm

Net cash inflow from operating activities                                            16,173               14,895

Dividends received from associates                                                      176                  254

Returns on investments and servicing of finance
Interest received                                                                       377                  368
Interest paid                                                                        (1,525)              (1,510)
Interest element of finance lease rental payments                                       (19)                (106)
Dividends received from other investments                                                61                   28
Dividends paid to minority interests                                                 (1,089)              (1,303)
Net cash outflow from returns on investments and servicing of                        (2,195)              (2,523)
finance

Taxation paid                                                                        (3,219)              (2,715)

Capital expenditure and financial investments
Purchase of tangible fixed assets                                                    (4,063)              (4,228)
Sale of tangible fixed assets                                                           186                  150
Purchase of investments                                                              (1,530)                 (84)
Sale of investments                                                                      43                   32
Net cash outflow for capital expenditure and financial                               (5,364)              (4,130)
investments

Acquisitions and disposals
Purchase of subsidiary undertakings                                                  (2,387)                (495)
Net (overdraft) / cash acquired with subsidiary undertakings                         (1,130)                  54
Sale of subsidiary undertakings                                                           -                  419
Net cash disposed with subsidiary undertakings                                           (2)                (393)
Purchase of shares from minorities                                                     (140)                 (74)
Purchase of shares in associates                                                       (405)                 (56)
Net funding from associates                                                              10                   35
Proceeds of pension fund surplus from previously disposed                               328                    -
operation
Proceeds from disposal of trademarks                                                     95                    -
Net cash outflow for acquisitions and disposals                                      (3,631)                (510)

Equity dividends paid to shareholders                                                (2,178)              (1,927)

Management of liquid resources
(Purchase) / sale of short-term liquid instruments                                     (112)                 408
Cash withdrawn from short-term deposits                                                   -                   11
Net cash (outflow) / inflow from management of liquid                                  (112)                 419
resources

Financing
Issue of shares                                                                          69                   11
Issue of shares to minorities                                                            31                   28
Net purchase of own shares for share trusts                                             (71)                (113)
New loans raised                                                                     23,883                1,801
Repayment of loans                                                                  (23,828)              (3,135)
Net cash inflow / (outflow) from financing                                               84               (1,408)
(Decrease) / increase in cash in the year                                              (266)               2,355




SABMiller plc
SECOND SIX MONTHS CONSOLIDATED PROFIT AND LOSS ACCOUNTS
for the period ended 31 March                                                 43




                                                                                        2004                 2003
                                                                                   Unaudited             Restated
                                                                                        US$m                 US$m

Turnover (including share of associates' turnover)                                    6,416                5,044
Less: share of associates' turnover                                                    (694)                (429)

Group turnover                                                                        5,722                4,615
Net operating costs                                                                  (5,011)              (4,196)

Group operating profit                                                                  711                  419

Share of operating profit of associates                                                 106                   62
Share of associate's profit on disposal of a CSD business and brands in
Morocco and a brand in Angola                                                             7                    -
Profit on disposal of trademarks                                                          -                    -
Surplus pension fund of disposed operation                                                2                    -
Profit on partial disposal of subsidiary                                                  -                    4

Profit on ordinary activities before interest and taxation                              826                  485

Net interest payable                                                                   (100)                 (89)
Group                                                                                   (81)                 (77)
Associates                                                                              (19)                 (12)


Profit on ordinary activities before taxation                                           726                  396
Taxation on profit on ordinary activities                                              (308)                (201)

Profit on ordinary activities after taxation                                            418                  195
Equity minority interests                                                               (81)                 (59)
Profit for the financial period                                                         337                  136






SABMiller plc
SECOND SIX MONTHS CONSOLIDATED CASH FLOW STATEMENTS
for the period ended 31 March                                                 44




                                                                                        2004                 2003
                                                                                   Unaudited             Restated
                                                                                        US$m                 US$m

Net cash inflow from operating activities                                             1,204                  874

Dividends received from associates                                                       14                   14

Returns on investments and servicing of finance
Interest received                                                                        33                   20
Interest paid                                                                          (144)                 (86)
Interest element of finance lease rental payments                                        (2)                  (6)
Dividends received from other investments                                                 6                    2
Dividends paid to minority interests                                                    (69)                 (53)
Net cash outflow from returns on investments and servicing of finance                  (176)                (123)

Taxation paid                                                                          (212)                (149)

Capital expenditure and financial investments
Purchase of tangible fixed assets                                                      (318)                (259)
Sale of tangible fixed assets                                                            13                    5
Purchase of investments                                                                (213)                  (1)
Net cash outflow for capital expenditure and financial investments                     (518)                (255)

Acquisitions and disposals
Purchase of subsidiary undertakings                                                      (7)                  (6)
Net overdraft acquired with subsidiary undertakings                                     (62)                   -
Sale of subsidiary undertakings                                                         (30)                  44
Net overdraft / (cash) disposed with subsidiary undertakings                              8                  (42)
Purchase of shares from minorities                                                       (4)                  (1)
Sale of shares in associates                                                            189                    -
Proceeds of pension fund surplus from previously disposed operation                       2                    -
Net cash inflow / (outflow) for acquisitions and disposals                               96                   (5)

Equity dividends paid to shareholders                                                   (90)                 (62)

Management of liquid resources
Sale of short-term liquid instruments                                                   (16)                   3
Cash  withdrawn from short-term deposits                                                 15                    1
Net cash (outflow) / inflow from management of liquid resources                          (1)                   4

Financing
Issue of shares                                                                           9                    -
Issue of shares to minorities                                                             2                    -
Net purchase of own shares for share trusts                                             (10)                  (5)
New loans raised                                                                        674                   35
Repayment of loans                                                                     (909)                (111)
Net cash outflow from financing                                                        (234)                 (81)
Increase in cash in the period                                                           83                  217






SABMiller plc
FORWARD LOOKING STATEMENTS                                                    45











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



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



Any information contained in this document on the price at which the Company's
securities have been bought or sold in the past, or on the yield on such
securities, should not be relied upon as a guide to future performance.




SABMiller plc
ADMINISTRATION                                                                46







                                 SABMiller plc

                           (Registration No. 3528416)



                               Company Secretary

                                A O C Tonkinson



                               Registered Office

                            Dukes Court, Duke Street

                                     Woking

                                Surrey, England

                                    GU21 5BH

                            Telefax +44-1483-264103

                           Telephone +44-1483-264000



                                  Head Office

                               One Stanhope Gate

                                London, England

                                    W1K 1AF

                            Telefax +44-20-7659-0111

                           Telephone +44-20-7659-0100



                                Internet address

                            http://www.sabmiller.com



                               Investor Relations

                        investor.relations@sabmiller.com

                           Telephone +44-20-7659-0100



                              Independent Auditors

                           PricewaterhouseCoopers LLP

                               1 Embankment Place

                                London, England

                                    WC2N 6RH

                            Telefax +44-20-7822-4652

                           Telephone +44-20-7583-5000



                           Registrar (United Kingdom)

                               Capita Registrars

                                  The Registry

                               34 Beckenham Road

                                   Beckenham

                                 Kent, England

                                    BR3 4TU

                            Telefax +44-20-8658-3430

                     Telephone +44-208639-2157 (outside UK)

                            0870-162-3100 (from UK)



                            Registrar (South Africa)

                 Computershare Investor Services 2004 (Pty) Ltd

                               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://www.bankofny.com

                    Toll free 1-888-269-2377 (USA & Canada)










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