Acquisition(s)

8 June 2012

                  Rolls-Royce to acquire Aero Engine Controls                  

Rolls-Royce, the global power systems company, announces today that it will
acquire the 50 per cent of shares it does not already own in Aero Engine
Controls (AEC) a joint venture with Goodrich Corporation. AEC was established
in January 2009 to combine the engine controls businesses of the two companies.
The joint venture principally designs and manufactures engine control systems
including electronic engine controllers, fuel pumps and fuel metering units for
a wide range of Rolls-Royce engines and for a number of other programmes.

Engine control systems play an increasingly important part in enhancing the
fuel efficiency and overall performance of modern jet engines. This acquisition
will give Rolls-Royce full ownership of a critical capability that confers
competitive advantage.

AEC employs around 1,400 people and has sites in Birmingham, Derby, and Belfast
in the UK and in Indianapolis, USA.

The transaction has been agreed with United Technologies Corp (UTC), which is
in the process of acquiring Goodrich. The acquisition of the remainder of the
shares in AEC by Rolls-Royce will only proceed once the acquisition of Goodrich
by UTC is complete and once any necessary antitrust approvals are obtained.

The transaction will have no material impact for Rolls-Royce on the current
year's financial performance.

For further information, please contact:

Investors:  
                                                                 
Simon Goodson                                                       
Director - Investor Relations                                     
Rolls-Royce plc 
Tel: [phone]                                          
[e-mail]                              

Media: 

Josh Rosenstock 
Director of External Communications 
Rolls-Royce plc      
Tel: [phone]        
[e-mail]                                      

Notes to editors

 1. Rolls-Royce is a world-leading provider of power systems and services for
    use on land, at sea and in the air, and has established a strong position
    in global markets - civil aerospace, defence aerospace, marine and energy.
   
 2. As a result of this strategy, Rolls-Royce has a broad customer base
    comprising more than 500 airlines, 4,000 corporate and utility aircraft and
    helicopter operators, 160 armed forces, more than 4,000 marine customers,
    including 70 navies, and energy customers in more than 80 countries.
   
 3. Annual underlying revenues were £11.3 billion in 2011, of which more than
    half came from the provision of services. The firm and announced order book
    stood at £62.2 billion at 31 December 2011, providing visibility of future
    levels of activity.
   
 4. Rolls-Royce employs more than 40,000 people in offices, manufacturing and
    service facilities in over 50 countries. Over 11,000 of these employees are
    engineers.
   
 5. In 2011, Rolls-Royce invested £908 million on research and development, two
    thirds of which had the objective of further improving the environmental
    performance of its products, in particular reducing emissions.
   
 6. Rolls-Royce supports a global network of 28 University Technology Centres,
    which connect the company's engineers with the forefront of scientific
    research.
   
 7. The Group has a strong commitment to apprentice and graduate recruitment
    and to further developing employee skills.
   
 8. Rolls-Royce Goodrich Engine Control Systems Limited trades as Aero Engine
    Controls and is a 50:50 joint venture between Rolls-Royce and Goodrich
   
 9. Aero Engine Controls was designed as a break-even business, its profit
    before tax was £0.2m at 31 December 2011.
   
10. The cost of the acquisition will be a cash amount determined by 50% of the
    audited net asset value of AEC once the acquisition of Goodrich by UTC is
    complete. For illustrative purposes, at the end of 2011, AEC had gross
    assets of £116m and net assets of £8m. In addition Rolls-Royce will assume
    full responsibility for AEC's external debt of c.£54 million at the end of
    2011 as well as AEC's defined benefit pension scheme (c.£1 million deficit
    at the end of 2011).