Rolls-Royce 2012 Full Year Results

RNS Number : 8450X

Rolls-Royce Holdings PLC

14 February 2013

14 February, 2013

ROLLS-ROYCE HOLDINGS PLC

2012 FULL YEAR RESULTS

Group Highlights

· Order book of £60.1bn, up four per cent.

· Underlying revenue of £12.2bn, up eight per cent.

· Underlying profit before tax of £1.4bn, up 24 per cent.

· Payment to shareholders of 19.5 pence per share, up 11 per cent.

£ millions	2012	2011	Change
Order book*	60,146	57,630	4%
Underlying revenue**	12,209	11,277	8%
Underlying profit before tax**	1,429	1,157	24%
Return on sales***	12.2%	10.7%	1.5pp
Underlying earnings per share	59.27p	48.54p	22%
Full year payment to shareholders	19.5p	17.5p	11%
Reported revenue	12,161	11,124	9%
Reported profit before financing	2,072	1,189	74%
Net cash	1,317	223	1,094
Average net (debt)/cash	(145)	320	-465

* Restated 2011 year-end data excluding IAE order book of £4,571m

** See Note 2 on p.20 for explanation

*** By reference to underlying profit before financing costs and tax

John Rishton, Chief Executive, said:

"In the second half of the year, revenue growth increased as we delivered 23 per cent more engines than in the first half. Margins improved, reflecting volume, mix, cost control and the IAE transaction.

"In the full year, underlying profits increased for the tenth consecutive year. We have established this record of consistent delivery while continuing to invest in people, technology and facilities.

"The strength of our order book demonstrates the confidence our customers have in our products and services. Our priorities remain: delivering on the promises we have made; deciding where to grow and where not to; and improving financial performance.

"In 2013, we expect modest growth in underlying revenue and good growth in underlying profit with cash flow around break even as we continue to invest for the future.

"Sir Simon Robertson today announced his intention to retire as Chairman of Rolls-Royce at this year's Annual General Meeting. Simon has made an exceptional contribution over the past eight years. He has worked tirelessly on behalf of the company and his energy and enthusiasm have been an example to us all. I am delighted to welcome Ian Davis as our new Chairman and look forward to working closely with him".

Group Overview

In 2012, the order book increased by four per cent, underlying revenue by eight per cent and underlying profit by 24 per cent. We delivered a record number of power systems that, typically, produce decades of aftermarket services revenue.

The priorities for the business remain the same as last year:

1. Deliver on the promises we have made.

2. Decide where to grow and where not to.

3. Improve financial performance.

In 2012 we have made progress towards these objectives:

1. Deliver on the promises we have made

The quality of the products and services we supply is measured across the Group and has shown steady improvement. Increased focus on delivery has led to significant improvement in wide-body engines in Civil Aerospace and in our Marine products. Across the Group, we are investing in a wide range of projects that will improve operational performance and reduce cost. This includes continuing investment in modernising our IT infrastructure that is a key enabler for our business.

Significant milestones have been achieved in our major programmes.

These include:

· In Civil Aerospace, the certification of the Trent XWB engine (in February 2013) that will power the Airbus A350, the launch of the Trent 1000-TEN that will power Boeing 787s entering service from 2016 and the entry into service of the BR725 engine powering the new Gulfstream G650 corporate jet.

· In Defence Aerospace, the Short Take Off and Vertical Landing (STOVL) variant of the F35B Lightning II Joint Strike Fighter entered service with the US Marine Corps and deliveries were made to the UK MoD.

· In Marine, gas turbine power and propulsion equipment was delivered for the US Navy's Littoral Combat Ship and the UK's Queen Elizabeth class aircraft carriers.

· In Energy, we expanded our fleet of gas turbine compressor units through contracts for China's West East Pipeline Project (WEPP) and the Uzbekistan section of the Asia Trans Gas (ATG) pipeline.

2. Decide where to grow and where not to

We continue to invest in capacity to fulfil our order book and in technology to expand our portfolio.

In Civil Aerospace, we are committed to investing in the wide-body, narrow-body and corporate market segments. In Defence Aerospace, we continue to see opportunities both in developing economies and in our traditional markets, despite the pressure on government spending. In Marine, offshore oil and gas remains a fast growing market and, in Energy, we continue to invest in our Civil Nuclear business where we believe Rolls-Royce can play an important part supporting both existing and new build nuclear capacity.

Areas where we have decided not to invest include the sale of our tidal power generation business to Alstom in January 2013 and the sale of a 51 per cent stake in our fuel cell business to LG.

3. Improve financial performance

We continue to focus on margin progression. In 2012, margins at Group level improved to 12.2 per cent (10.7 per cent 2011). The Tognum and the IAE restructuring together contributed 1.1 percentage points, with 0.4 percentage points improvement coming from the underlying business. Overall, profits grew by 24 per cent enabling us to raise our full year distribution to shareholders to 19.5 pence, an 11 per cent increase.

Margin progression, cost reduction and cash generation remain areas of intense focus for the Group, as we seek to improve quality, on-time delivery and working capital, while continuing to invest to meet the rising load. Around £50m of unit cost improvements were realised in 2012.

Our cash inflow of £137m, prior to acquisitions and disposals, was delivered after a heavy year of investment in technology, capability and infrastructure.

During 2012, we made a number of important announcements:

We completed the sale of our equity holding in International Aero Engines (IAE) to Pratt & Whitney. We remain a major supplier to IAE and will receive an agreed payment for each hour flown by the current installed fleet of V2500-powered aircraft for the next fifteen years.

Engine Holding (EH), the collaboration we formed with Daimler in 2011, assumed full management control of Tognum. We will fully consolidate the results of EH, including Tognum, from 1 January 2013.

We acquired the 50 per cent of the shares we did not already own in Aero Engine Controls (AEC) from Goodrich Corporation. Engine control systems play an increasingly important part in enhancing the fuel efficiency and overall performance of modern jet engines.

We have passed information to the Serious Fraud Office (SFO) relating to concerns about bribery and corruption involving intermediaries in overseas markets. This follows a request for information from the SFO about allegations of malpractice in Indonesia and China. We have significantly strengthened our compliance procedures in recent years, including new policies for Global Ethics and Intermediaries. We have also expanded the Compliance function. As a further measure, we have appointed Lord Gold to lead a review of current procedures and report to the Ethics Committee of the Board.

Group Trading Summary

£ millions	2012	2011	Change
Order book*	60,146	57,630	4%
Underlying revenue**	12,209	11,277	8%
Underlying OE revenue	5,893	5,258	12%
Underlying services revenue	6,316	6,019	5%
Underlying profit before tax**	1,429	1,157	24%
Return on sales***	12.2%	10.7%	1.5pp
Net cash	1,317	223	1,094
Average net (debt)/cash	(145)	320	-465

* Restated 2011 year-end data excluding IAE order book of £4,571m

** See Note 2 on p.20 for explanation

*** By reference to underlying profit before financing costs and tax

Order Book

· The order book increased four per cent to £60.1bn, adjusted for the IAE disposal. Order intake of £16.1bn included new orders of £10.3bn in Civil Aerospace, £1.6bn in Defence Aerospace, £3.3bn in Marine, £0.8bn in Energy and £0.4bn in EH.

Income Statement

· Underlying revenue increased eight per cent to £12.2bn, including 12 per cent growth in underlying OE revenue (£5.9bn) and five per cent growth in underlying services revenue (£6.3bn).

· Underlying OE revenue growth included a 23 per cent increase in deliveries of Trent and corporate engines in Civil Aerospace and a six per cent increase in military transport, combat, UAV and civil helicopter engines in Defence Aerospace. Growth was offset by the reduction in OE revenue in Marine (down three per cent), and in Energy and in Bergen's contribution to EH (both down 35 per cent).

· Underlying services revenue growth included an increase of five per cent in Civil Aerospace, in line with growth in the installed base, and five per cent in Defence Aerospace. Energy and EH also saw good growth. Marine was up one per cent reflecting increased maintenance activity by customers and higher spares spend in the second half.

· Underlying profit before tax increased 24 per cent to £1.4bn, reflecting revenue growth, improved revenue mix, unit cost reduction and net trading contributions of £77m from Tognum and £92m related to the IAE restructuring. These benefits were partially offset in Civil Aerospace by higher R&D charges and lower entry fees associated with major new programmes, and in Defence Aerospace by the non recurrence of the £60m Strategic Defence Security Review (SDSR) settlement. Underlying earnings per share (UEPS) improved 22 per cent.

Balance Sheet

· The year-end cash position of £1.3bn (£223m in 2011) includes the contributions of £942m for IAE and £167m for Bergen. The average net debt in 2012 of £145m (average net cash of £320m in 2011) reflects the timing of the acquisition of Tognum in 2011 and the sale of our interest in IAE in 2012. Excluding the effects of acquisitions and disposals, average net cash of £725m in 2012 compared with £805m in 2011.

· In April, Standard & Poor's Ratings Services raised its long- and short-term corporate credit ratings for the Group to 'A/A-1' from 'A-/A-2'.

· The Group continued to have good liquidity with £3.6bn of cash and committed facilities. Debt maturities remain well spread through to 2019.

· Pension liabilities increased by £148m on an accounting basis, largely due to a reduction in the discount rate. On an economic basis, funding requirements remain stable following the series of measures taken in recent years to achieve greater certainty for our major UK schemes.

Cash Flow

· A cash inflow of £1.1bn during 2012 included £942m from the disposal of IAE and £167m for the contribution of Bergen to EH. Excluding acquisitions, disposals and foreign exchange, the inflow of £137m reflects the continued investment programme in future growth and the increase in net working capital required ahead of OE volume growth, predominantly in Civil Aerospace.

Group Prospects

Full year 2013 Group guidance excluding Engine Holding:

For the full year 2013, we expect the Group to see modest growth in underlying revenue and good growth in underlying profit, with cash flow around breakeven as we continue to invest for future growth.

This guidance excludes the impact of Engine Holding, for which further information is given below.

Full year 2013 segmental guidance:

For the full year 2013, we expect underlying revenue and underlying profit for our business segments as follows:

In Civil Aerospace, we anticipate modest growth in revenue and strong growth in profit. In Defence Aerospace we expect modest growth in revenue and a modest reduction in profit. In Marine we expect modest growth in revenue and profit. And in Energy we expect some improvement in revenue and profit.

The implications of Engine Holding on 2013 performance:

Engine Holding comprises Bergen and Tognum. The Group cannot provide financial guidance for Tognum while it is still listed. Tognum also reports its 2012 results today. These can be accessed at www.tognum.de/investors.

Enquiries:

Investors: Media:

Simon Goodson Josh Rosenstock

Director - Investor Relations Director of External Communications

Rolls-Royce plc Rolls-Royce plc

Tel: +44 (0)20 7227 9237 Tel: +44 (0)20 7227 9163

simon.goodson@rolls-royce.com josh.rosenstock@rolls-royce.com

Photographs and broadcast-standard video are available at www.rolls-royce.com.

A PDF copy of this report can be downloaded from www.rolls-royce.com/investors.

This Full Year Results Announcement contains forward-looking statements. Any statements that express forecasts, expectations and projections are not guarantees of future performance and will not be updated. By their nature, these statements involve risk and uncertainty, and a number of factors could cause material differences to the actual results or developments. This report is intended to provide information to shareholders, is not designed to be relied upon by any other party, or for any other purpose and the Company and its directors accept no liability to any other person other than under English law.

Business Segment Reviews

Civil Aerospace

£ millions	2012	2011	Change
Order book*	49,608	47,370	5%
Engine deliveries*	668	544	23%
Underlying revenue	6,437	5,572	16%
Underlying OE revenue	2,934	2,232	31%
Underlying services revenue	3,503	3,340	5%
Underlying profit before financing	727	499	46%
Return on sales**	11.3%	9.0%	2.3pp

* Restated 2011 year-end data excluding IAE order book of £4,571m and 418 V2500 deliveries

** By reference to underlying profit before financing costs and tax

Financial

· The order book increased by five per cent including new orders of £10.3bn (£11.0bn in 2011). We continue to grow our wide-body market share, with Trent engines making up around 75 per cent of our order book. We remain committed to the mid-size market both as a supplier to IAE and via our planned joint venture with the IAE partners to develop the next generation of engines for this market segment. Our continued success in the corporate market is being driven primarily by our BR700 series of engines for large cabin Gulfstream and Bombardier aircraft.

Significant orders in 2012 included:

o Trent 700 engines and TotalCare for 54 Airbus A330s for China Eastern, Etihad, Avianca, Synergy, Garuda Indonesia, Air Pacific and Skymark.

o Trent 900 engines and TotalCare for 11 A380s for Singapore Airlines and Skymark.

o Trent 1000 engines and TotalCare for five Boeing 787s for Avianca and Air New Zealand.

o Trent XWB engines and TotalCare for 30 A350s for Cathay Pacific and Singapore Airlines.

· Revenue increased by 16 per cent. There was a 31 per cent growth in OE revenue, primarily reflecting higher deliveries of Trent and corporate engines. Services revenue grew by five per cent consistent with growth in the installed base of thrust.

· Profit increased by 46 per cent, including £92m related to the restructured trading arrangements with IAE. Excluding these, profit increased by 27 per cent due to increased OE volume, better OE mix, services growth and unit cost improvements. This growth was tempered by a higher R&D charge due to higher spend and lower capitalisation related to major new programme activity, and by lower entry fees related to the current maturity of the Trent XWB programme.

Portfolio

· The Trent XWB gained certification in February 2013 following a successful flight test programme on an Airbus A380 test aircraft. The Trent XWB is the world's most efficient large jet engine and is the fastest-selling Trent engine, with orders for more than 1,200 engines already received.

· We launched the Trent 1000-TEN that is due to enter service in 2016. This engine, which incorporates proven next generation technology from the Trent XWB, will be capable of powering all versions of the Boeing 787.

· The BR725-powered Gulfstream G650 entered service early in 2013, and the AE3007C-powered Cessna Citation TEN is due to enter service later this year.

Defence Aerospace

£ millions	2012	2011	Change
Order book	5,157	6,035	-15%
Engine deliveries	864	814	6%
Underlying revenue	2,417	2,235	8%
Underlying OE revenue	1,231	1,102	12%
Underlying services revenue	1,186	1,133	5%
Underlying profit before financing	404	376	7%
Return on sales*	16.7%	16.8%	-0.1pp

* By reference to underlying profit before financing costs and tax

Financial

· The order book contracted by 15 per cent reflecting the budgetary pressures on our major customers in Europe and North America. The net order intake of £1.6bn (£1.8bn in 2011) includes cancellations of £0.4bn, principally the proposed cancellations of a number of contracts for C-27J aircraft, including those by the US Department of Defense (DoD). Despite the challenging environment, we continue to see opportunities both in our traditional markets and the developing economies.

Significant orders in 2012 included:

o US$1bn of contracts for OE and services for military transport, trainer and helicopter engines for the US Army, US Air Force, US Marine Corps and US Navy.

o A US$315m contract from Pratt & Whitney for 17 LiftSystem sets for the F-35B STOVL variant of the Lightning II Joint Strike Fighter.

o A £100m contract extension to maintain the engines for the UK MoD's fleets of C-130 military transport and VC10 tanker aircraft.

o A contract with the Royal Australian Air Force to help improve the fuel efficiency of its C-130 military transport aircraft.

· Revenue increased by eight per cent, reflecting a 12 per cent increase in OE revenue and a five per cent increase in services revenue. However, adjusted for the non-recurrence of the £60m SDSR benefit in 2011, services revenue increased by 11 per cent. This highlights how our large installed base continues to provide services opportunities as customers seek to optimise the efficiency of their aircraft.

· Profit increased by seven per cent. Adjusted for the SDSR benefit in 2011, profit increased by 28 per cent due to increased OE volumes and mix, growth in services, unit cost improvements and a lower R&D charge.

Portfolio

· The F-35B STOVL variant of the JSF entered service with the US and the first deliveries were made to the UK MoD. This followed a successful flight test programme for the F-35B that included over 500 short take-offs and landings.

· Engine deliveries for the first production Airbus A400M transport aircraft began in 2012 ahead of entry into service in 2013.

· Flight testing completed successfully with the US Air Force of the Series 3.5 enhanced T56 engine. The reduced fuel consumption and reliability improvements will enable the US Air Force to operate its C130H military transport aircraft until 2040, with improved performance, reduced emissions and significant cost savings.

Marine

£ millions	2012	2011*	Change
Order book	3,954	2,737	44%
Underlying revenue	2,249	2,271	-1%
Underlying OE revenue	1,288	1,322	-3%
Underlying services revenue	961	949	1%
Underlying profit before financing	294	287	2%
Return on sales**	13.1%	12.6%	0.5pp

* 2011 restated due to the transfer of Bergen to Engine Holding on 2 January as per Note 2 on p.20

** By reference to underlying profit before financing costs and tax

Financial

· The order book increased 44 per cent including new orders of £3.3bn (£2.1bn in 2011). These include the £1.1bn order by the UK MoD to deliver reactor cores for its future fleet of nuclear-powered submarines. Offshore orders reflected improved demand in the Oil & Gas sector, especially for drillships and support vessels in Brazil. This was partially offset by continued weak order flow in the Merchant sector.

Significant orders in 2012 also included:

o £147m of contracts in Brazil to design and equip 18 drillships, Offshore Supply Vessels (OSVs) and Platform Supply Vessels (PSVs) for Atlantico Sul on behalf of Petrobras, Navegação São Miguel and Bravante Group.

o £119m of contracts to design and equip 10 OSVs for Norway's Farstad Shipping, China's COSCO and Korea's Hyundai.

o A contract for MT7 gas turbine engines to power the US Navy's future fleet of up to 73 hovercraft, known as the Ship-to-Shore Connector, working with Textron.

o A contract with the US Navy to supply MT30 gas turbines and propulsion systems for the two latest vessels in the Littoral Combat Ship programme.

o A contract with the Republic of Korea's Navy to supply the MT30 to power a new FFX frigate. This is the first order for the MT30 in Asia.

· Revenue reduced by one per cent, reflecting increased pricing pressure and adverse foreign exchange movements. Both OE and services revenue improved in the second half reflecting improvement in the offshore sector and better capture of the services market resulting from the recent expansion of our global network of services centres.

· Profit increased by two per cent due to better revenue mix and cost reduction, partially offset by pricing pressures and adverse foreign exchange movement.

Portfolio

· The reactor core contract with the UK MoD includes the regeneration of the manufacturing facility in Derby. The phased re-build will provide a leading-edge manufacturing facility with the highest standards of safety to support future programme needs.

· Our innovative commercial ship design capability was extended with a new team formed to design ships for navies, coastguards and other maritime agencies. Ship design enhances our ability to offer integrated systems solutions.

· Our market leading LNG-fuelled C engine was approved for sale in the US by the Environmental Protection Agency (EPA). The C engine positions us well for opportunities that will arise from stricter environmental standards from 2016.

Energy

£ millions	2012	2011*	Change
Order book	1,290	1,420	-9%
Underlying revenue	962	1,083	-11%
Underlying OE revenue	344	527	-35%
Underlying services revenue	618	556	11%
Underlying profit before financing	21	16	31%
Return on sales**	2.2%	1.5%	0.7pp

* 2011 restated due to the transfer of Bergen to Engine Holding on 2 January as per Note 2 on p.20

** By reference to underlying profit before financing costs and tax

Financial

· The order book reduced by nine per cent, with new orders of £0.8bn (£1.3bn in 2011). In the oil & gas market, high oil prices and global growth continue to sustain bid activity, albeit with pricing pressures and order deferrals by some customers. While the power generation market in mature economies remains suppressed, we are seeing growth in developing countries. We continue to invest for future growth in Civil Nuclear.

Significant orders in 2012 included:

o A contract with Petrochina to supply a further six RB211 gas turbine compression packages for Line 3 of the West-East Pipeline Project (WEPP).

o A contract with Uzbekistan to supply three RB211 units for the Uzbekistan section of the Asia Trans Gas (ATG) pipeline to transport gas from Turkmenistan to China.

o A contract to supply two industrial Trent 60 WLE gas turbines to generate power for LUKOIL's plant in Russia.

o A contract to supply a Trent 60 WLE gas turbine to supply power for the El Alto plant in the Kenko Zone that will power over 100,000 homes in and around La Paz, Bolivia.

o A contract to supply an RB211 to operate PTT's Ethane Separation Plant in Thailand.

· Revenue fell by 11 per cent due to a significant reduction in OE revenue and adverse revenue mix in Oil & Gas and in Power Generation. The OE reduction was partially offset by an 11 per cent increase in services revenue. Services revenue, particularly in Oil & Gas, benefited from a better penetration of the aftermarket for the installed base across all sectors.

· Profit increased by five million pounds.

Portfolio

· Agreements were signed with Areva and Hitachi to collaborate further on civil nuclear new build projects for which we will manufacture complex components and provide technical services.

· The RB211-Gzero was launched as a retrofit upgrade product to provide increased power to many existing users of industrial RB211 aero-derivative gas turbine engines.

· LG acquired a 51 per cent stake in Rolls-Royce Fuel Systems (US) Inc. that will enable the business to further develop and industrialise fuel cell technology. In January 2013, we sold Tidal Generation Ltd. to Alstom.

· Construction of a new purpose-built gas turbine package, assembly and test facility in Santa Cruz in Brazil is well advanced. The facility is expected to start production in 2013.

Additional Financial Information

Income statement

Underlying income statement extracts - £ millions	2012	2011	Change
Revenue	12,209	11,277	8%
Civil Aerospace	6,437	5,572	16%
Defence Aerospace	2,417	2,235	8%
Marine	2,249	2,271	-1%
Energy	962	1,083	-11%
Engine Holding	287	331	-13%
Intra-segment	(143)	(215)
Profit before financing costs and taxation	1,490	1,206	24%
Civil Aerospace	727	499	46%
Defence Aerospace	404	376	7%
Marine	294	287	2%
Energy	21	16	31%
Engine Holding	109	80	36%
Intra-segment	(11)	-
Central costs	(54)	(52)
Net financing costs	(61)	(49)	24%
Profit before taxation	1,429	1,157	24%
Taxation	(318)	(261)	22%
Profit for the period	1,111	896	24%
EPS	59.27p	48.54p	22%
Payment to shareholders	19.5p	17.5p	11%
Other items
Other operating income	33	70
Gross R&D investment	919	908
Net R&D charged to the income statement	589	463

· Engine Holding (EH), our joint venture with Daimler, owns Bergen and over 99 per cent of Tognum. Management control of Tognum was taken on 1 January 2013 from which date we will fully consolidate EH's results, together with Daimler's 50 per cent non-controlling interest. EH's contribution of £287m to 2012 revenue came wholly from Bergen. EH's profit contribution of £109m comprised £32m from Bergen and £77m from the equity accounted contribution from Tognum. The transfer of Bergen to EH during 2012 also resulted in a £167m cash benefit to the Group. Further details are provided in Note 12 on p.27.

· Underlying revenue increased eight per cent to £12.2 bn. This includes a five per cent growth in services revenue to £6.3bn and a 12 per cent increase in OE revenue to £5.9bn. OE performance included strong 31 per cent growth in Civil Aerospace and 12 per cent growth in Defence Aerospace offset by reductions in OE revenue in each of Marine, Energy and EH. Underlying services revenue continues to represent more than half (52 per cent) of the Group's underlying revenue. In 2012, services revenue grew in all businesses as the installed base of products continued to grow and the services network expanded.

· Underlying profit before financing costs and taxation increased 24 per cent to £1.5bn. This was due to a number of factors: increased revenue; better mix; unit cost reduction; a full year's benefit from Tognum (compared to four months' contribution to Group results in 2011); and improved trading following the IAE restructuring settlement completed during the year. These improvements were partly offset by a significant increase in the R&D charge and lower other operating income. Further discussion of trading is included in the business segment reports on p.6 to p.9.

· Underlying financing costs increased 24 per cent to £61m, including an increase in net interest charges reflecting lower average net funds after funding the Tognum acquisition in the second half of 2011.

· Underlying taxation was £318m, an underlying tax rate of 22.3 per cent compared with 22.6 per cent in 2011.

· Underlying EPS increased 22 per cent to 59.27 pence, in line with the increase in the underlying profit after tax.

· Payments to shareholders: at the AGM on 2 May 2013, the directors will recommend an issue of 119 C Shares with a total nominal value of 11.9 pence for each ordinary share. The final issue of C shares will be made on 1 July 2013 to shareholders on the register on 26 April, 2013 and the final day of trading with entitlement to C Shares is 23 April 2012. Together with the interim issue on 2 January 2013 of 76 C Shares for each ordinary share with a total nominal value of 7.6 pence, this is the equivalent of a total annual payment to ordinary shareholders of 19.5 pence for each ordinary share.

The payment to shareholders will, as before, be made in the form of redeemable C Shares which shareholders may either choose to retain or redeem for a cash equivalent. The Registrar, on behalf of the Company, operates a C Share Reinvestment Plan (CRIP) and can, on behalf of shareholders, purchase ordinary shares from the market rather than delivering a cash payment. Shareholders wishing to redeem their C Shares or else redeem and participate in the CRIP must ensure that their instructions are lodged with the Registrar, Computershare Investor Services Plc, no later than 5pm on 3 June 2013. Redemption will take place on 3 July 2013.

· Other operating income relates to programme receipts from RRSPs, which reimburse past expenditure. These receipts decreased by 53 per cent in 2012 due to the phasing of major programmes such as the Trent XWB.

· Net R&D charged to the income statement increased by 27 per cent to £589m reflecting a combination of increased spend of £57m and lower net capitalisation of £70m due to the phasing of major new programmes. This investment and the ten per cent increase in capital expenditure including software to £610m will prepare our infrastructure and global supply chain for significant growth in the next decade. The Group continues to expect the net R&D spend to remain within four to five per cent of Group underlying revenue.

· Foreign exchange rate movements influence the reported income statement, the cash flow and closing net cash balance. The average and spot rates for the principal trading currencies of the Group are shown in the table below:

		2012	2011
USD per GBP	Closing spot rate	1.63	1.55
USD per GBP	Average spot rate	1.59	1.60

EUR per GBP	Closing spot rate	1.23	1.20
EUR per GBP	Average spot rate	1.23	1.15

· The adjustments between the underlying income statement and the reported income statement are set out in Note 2 to the condensed financial statements on p.20.

Balance sheet

Summary balance sheet - £ millions	2012	2011
Intangible assets	2,901	2,882
Property, plant and equipment	2,564	2,338
Net post-retirement scheme deficits	(545)	(397)
Net working capital	(1,100)	(1,098)
Net funds	1,317	223
Provisions	(461)	(502)
Net financial assets and liabilities	(127)	(718)
Investment in joint ventures and associates	1,800	1,680
Assets held for sale	4	178
Other net assets and liabilities	(248)	(67)
Net assets	6,105	4,519
Other items
USD hedge book	$22,500	$22,000
Net TotalCare assets	1,312	956
Gross customer finance contingent liabilities	569	612
Net customer finance contingent liabilities	70	124

· Intangible assets relate to goodwill, certification costs, participation fees, development expenditure, recoverable engine costs, software and other costs that represent long-term assets of the Group. In aggregate, these assets remained broadly unchanged at £2.9bn with additional development, recoverable engine, certification and software costs being offset by annual amortisation charges. The carrying values of the intangible assets are assessed for impairment against the present value of forecast cash flows generated by the intangible asset. The principal risks remain: reductions in assumed market share; programme timings; increases in unit cost assumptions; and adverse movements in discount rates. There have been no significant impairments in 2012. Further details are given in Note 6 to the condensed financial statements on p.24.

· Property, plant and equipment increased by 10 per cent to £2.6bn due to the ongoing development and refreshment of facilities and tooling as the Group prepares for increased production volumes.

· Net post-retirement scheme deficits increased 37 per cent to £545m. This was principally due to the movements in the assumptions used to value the underlying assets and liabilities in accordance with IAS 19 - in particular the discount rate which is derived from AA corporate bond yields. The impact of the revisions to IAS 19 is described in Note 9 to the condensed financial statements on p.26.

Overall funding across the schemes has improved in recent years as the Group has adopted a lower risk investment strategy that reduces volatility going forward and enables the funding position to remain stable: interest rate and inflation risks are largely hedged; and exposure to equities has reduced to around 12 per cent of scheme assets. This has been achieved against the headwind of increasing life expectancy assumptions. A modest reduction in the Group's cash contribution to the overall funding level of the schemes is expected in 2013.

· Net funds increased by £1.1bn to £1.3bn largely due to the £0.9bn proceeds received on the restructuring of IAE. Average net funds fell by £465m to (£145m) due to the timing of the Tognum acquisition in the second half of 2011 and the restructuring of IAE in June 2012.

· Investment - joint ventures and associates increased by seven per cent, largely as a result of the capitalisation of a loan to Engine Holding in respect of the acquisition of Tognum.

· Provisions largely relate to warranties and guarantees provided to secure the sale of OE and services. These provisions reduced modestly during the year.

· Net financial assets and liabilities relate to the fair value of foreign exchange, commodity and interest rate contracts and financial RRSPs and the put option on Bergen Engine AS, set out in detail in note 7 to the condensed financial statements. The change largely reflects the impact of the change in the GBP/USD exchange rate on the valuation of foreign exchange contracts and the inclusion of the put option (£167m) for the first time.

· The USD hedge book increased two per cent to US$22.5bn. This represents around five years of net exposure and has an average book rate of £1 to US$1.60. Current forward market exchange rates are similar to current average book rates.

· Net TotalCare® assets relate to long-term service agreement (LTSA) contracts in the civil aerospace business, including the flagship services product TotalCare. These assets represent the timing difference between the recognition of income and costs in the income statement and cash receipts and payments.

· Customer financing facilitates the sale of original equipment (OE) and services by providing financing support to certain customers. Where such support is provided by the Group, it is generally to customers of the civil aerospace business and takes the form of various types of credit and asset value guarantees. These exposures produce contingent liabilities that are outlined in Note 10 to the condensed financial statements on p.26 and p.27. The contingent liabilities represent the maximum aggregate discounted gross and net exposure in respect of delivered aircraft, regardless of the point in time at which such exposures may arise.

During 2012, the Group's gross exposure remained stable at £569m. On a net basis, exposure reduced by £54m to £70m predominantly due to an indemnity from United Technologies for all A320 commitments following the restructuring of IAE.

Whilst some banks, particularly European institutions, continue to find circumstances challenging and offer limited participation in financing new aircraft deliveries, the Group expects that other providers of US dollar funding and ongoing support from the export credit agencies will largely fill the gap left by these banks.

Condensed consolidated income statement

For the year ended 31 December 2012

		2012			2011
		Excluding IAE restructuring	IAE restructuring	Total
	Notes	£m	£m	£m	£m
Revenue	2	12,161	-	12,161	11,124
Cost of sales		(9,416)	-	(9,416)	(8,676)
Gross profit		2,745	-	2,745	2,448
Other operating income		33	-	33	69
Commercial and administrative costs		(989)	-	(989)	(984)
Research and development costs		(589)	-	(589)	(463)
Share of results of joint ventures and associates		173	-	173	116
Operating profit		1,373	-	1,373	1,186
Profit on disposal of businesses		-	699	699	3
Profit before financing and taxation	2	1,373	699	2,072	1,189
Financing income		1,112	-	1,112	456
Financing costs		(479)	-	(479)	(540)
Net financing	3	633	-	633	(84)
Profit before taxation ¹		2,006	699	2,705	1,105
Taxation		(447)	37	(410)	(257)
Profit for the year		1,559	736	2,295	848

Attributable to:
Ordinary shareholders		1,545	736	2,281	850
Non-controlling interests		14	-	14	(2)
Profit for the year		1,559	736	2,295	848

Earnings per ordinary share attributable to shareholders ²	4
Basic		83.47p	39.76p	123.23p	45.95p
Diluted				121.59p	45.33p
Underlying earnings per ordinary share are shown in note 4

Payments to ordinary shareholders in respect of the year	5
Per share				19.5p	17.5p
Total				365	328

¹Underlying profit before taxation		1,429	-	1,429	1,157
²Underlying earnings per share are shown in note 4

Condensed consolidated statement of comprehensive income

For the year ended 31 December 2012

	2012	2011
	£m	£m
Profit for the year	2,295	848
Other comprehensive income (OCI)
Items that will not be reclassified to profit and loss
Movements in post-retirement schemes	(259)	123
Share of OCI of joint ventures and associates	(46)	(3)
Related tax movements	91	(53)
	(214)	67
Items that may be reclassified to profit and loss
Foreign exchange translation differences on foreign operations	(118)	(102)
Share of OCI of joint ventures and associates	(12)	(7)
Related tax movements	(1)	(1)
	(131)	(110)
Total comprehensive income for the year	1,950	805

Attributable to:
Ordinary shareholders	1,937	808
Non-controlling interests	13	(3)
Total comprehensive income for the year	1,950	805

Condensed consolidated balance sheet

At 31 December 2012

		2012	2011
	Notes	£m	£m
ASSETS
Non-current assets
Intangible assets	6	2,901	2,882
Property, plant and equipment		2,564	2,338
Investments - joint ventures and associates		1,800	1,680
Investments - other		6	10
Other financial assets	7	592	327
Deferred tax assets		330	368
Post-retirement scheme surpluses	9	329	503
		8,522	8,108
Current assets
Inventories		2,726	2,561
Trade and other receivables		4,119	4,009
Taxation recoverable		33	20
Other financial assets	7	115	91
Short-term investments		11	11
Cash and cash equivalents		2,585	1,310
Assets held for sale		4	313
		9,593	8,315
Total assets		18,115	16,423

LIABILITIES
Current liabilities
Borrowings	8	(149)	(20)
Other financial liabilities	7	(312)	(111)
Trade and other payables		(6,387)	(6,236)
Current tax liabilities		(126)	(138)
Provisions for liabilities and charges		(220)	(276)
Liabilities associated with assets held for sale		-	(135)
		(7,194)	(6,916)
Non-current liabilities
Borrowings	8	(1,234)	(1,184)
Other financial liabilities	7	(418)	(919)
Trade and other payables		(1,465)	(1,314)
Deferred tax liabilities		(584)	(445)
Provisions for liabilities and charges		(241)	(226)
Post-retirement scheme deficits	9	(874)	(900)
		(4,816)	(4,988)
Total liabilities		(12,010)	(11,904)

Net assets		6,105	4,519

EQUITY
Equity attributable to ordinary shareholders
Called-up share capital		374	374
Share premium account		-	-
Capital redemption reserve		169	173
Cash flow hedging reserve		(63)	(52)
Other reserves		314	433
Retained earnings		5,294	3,590
		6,088	4,518
Non-controlling interests		17	1
Total equity		6,105	4,519

Condensed consolidated cash flow statement

For the year ended 31 December 2012

		2012	2011
	Notes	£m	£m
Reconciliation of cash flows from operating activities
Operating profit		1,373	1,186
Profit on disposal of property, plant and equipment		(9)	(8)
Share of results of joint ventures and associates		(173)	(116)
Dividends received from joint ventures and associates		129	76
Amortisation and impairment of intangible assets		231	169
Depreciation and impairment of property, plant and equipment		256	241
Impairment of investments		2	-
Decrease in provisions		(40)	(28)
Increase in inventories		(158)	(140)
Increase in trade and other receivables		(284)	(62)
Increase in trade and other payables		267	416
Movement in other financial assets and liabilities		(29)	68
Net defined benefit post-retirement cost/(credit) recognised in operating profit		151	(43)
Cash funding of defined benefit post-retirement schemes		(297)	(304)
Share-based payments		55	59
Net cash inflow from operating activities before taxation		1,474	1,514
Taxation paid		(219)	(208)
Net cash inflow from operating activities		1,255	1,306

Cash flows from investing activities
Disposals of unlisted investments		4	1
Additions of intangible assets		(250)	(363)
Disposals of intangible assets		1	6
Purchases of property, plant and equipment		(435)	(412)
Government grants received		10	38
Disposals of property, plant and equipment		30	31
Acquisitions of businesses (net of cash acquired)		(20)	(19)
Proceeds from restructuring of IAE		942	-
Disposals of businesses		-	7
Investments in joint ventures and associates		(24)	(1,329)
Cash flows arising from loan to Engine Holding GmbH		167	(167)
Transfer of subsidiary to associate		(1)	-
Net cash inflow/(outflow) from investing activities		424	(2,207)

Cash flows from financing activities
Repayment of loans		(78)	(567)
Proceeds from increase in loans		200	-
Net cash flow from increase/(decrease) in borrowings		122	(567)
Interest received		11	19
Interest paid		(52)	(50)
Decrease in short-term investments		-	316
Issue of ordinary shares		-	(1)
Purchase of ordinary shares		(94)	(57)
Redemption of C Shares		(318)	(315)
Net cash outflow from financing activities		(331)	(655)

Net increase/(decrease) in cash and cash equivalents		1,348	(1,556)
Cash and cash equivalents at 1 January		1,291	2,851
Exchange losses on cash and cash equivalents		(54)	(4)
Cash and cash equivalents at 31 December		2,585	1,291

	2012	2011
	£m	£m
Reconciliation of movements in cash and cash equivalents to movements in net funds
Increase/(decrease) in cash and cash equivalents	1,348	(1,556)
Cash flow from (increase)/decrease in borrowings	(122)	567
Cash flow from decrease in short-term investments	-	(316)
Change in net funds resulting from cash flows	1,226	(1,305)
Net funds (excluding cash and cash equivalents) of businesses acquired	(78)	-
Exchange losses on net funds	(54)	(5)
Fair value adjustments	2	92
Movement in net funds	1,096	(1,218)
Net funds at 1 January excluding the fair value of swaps	117	1,335
Net funds at 31 December excluding the fair value of swaps	1,213	117
Fair value of swaps hedging fixed rate borrowings	104	106
Net funds at 31 December	1,317	223

The movement in net funds (defined by the Group as including the items shown below) is as follows:

	At 1 January 2012	Funds flow	Net funds of business acquired/ disposed	Exchange differences	Fair value adjustments	Reclass-ifications	At 31 December 2012
	£m	£m	£m	£m	£m	£m	£m
Cash at bank and in hand	1,285	(578)		(33)	-	-	674
Money-market funds	11	397		-	-	-	408
Short-term deposits	14	1,510		(21)	-	-	1,503
Overdrafts	(19)	19		-	-	-	-
Cash and cash equivalents	1,291	1,348		(54)	-	-	2,585
Short-term investments	11	-	-	-	-	-	11
Other current borrowings	(1)	78	(78)	-	-	(148)	(149)
Non-current borrowings	(1,183)	(200)	-	-	2	148	(1,233)
Finance leases	(1)	-	-	-	-	-	(1)
Net funds excluding fair value of swaps	117	1,226	(78)	(54)	2	-	1,213
Fair value of swaps hedging fixed rate borrowings	106	-	-	-	(2)	-	104
Net funds	223	1,226	(78)	(54)	-	-	1,317

Condensed consolidated statement of changes in equity

For the year ended 31 December 2012

	Attributable to ordinary shareholders
	Share capital	Share premium	Capital redemption reserve	Cash flow hedging reserve	Other reserves¹	Retained earnings²	Total	Non-controlling interests	Total Equity
	£m	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2011	374	133	209	(37)	527	2,769	3,975	4	3,979
Profit for the year	-	-	-	-	-	850	850	(2)	848
Foreign exchange translation differences on foreign operations	-	-	-	-	(101)	-	(101)	(1)	(102)
Movement on post employment schemes	-	-	-	-	-	123	123	-	123
Share of OCI of joint ventures and associates	-	-	-	(15)	8	(3)	(10)	-	(10)
Related tax movements	-	-	-	-	(1)	(53)	(54)	-	(54)
Total comprehensive income for the year	-	-	-	(15)	(94)	917	808	(3)	805
Arising on issues of ordinary shares	-	1	-	-	-	-	1	-	1
Issue of C Shares	-	(120)	-	-	-	(176)	(296)	-	(296)
Redemption of C Shares	-	-	317	-	-	(317)	-	-	-
Ordinary shares purchased	-	-	-	-	-	(57)	(57)	-	(57)
Share-based payments - direct to equity ³	-	-	-	-	-	77	77	-	77
Effect of scheme of arrangement ⁴	2,434	(14)	(353)	-	-	(2,069)	(2)	-	(2)
Effect of capital reduction ⁴	(2,434)	-	-	-	-	2,434	-	-	-
Related tax movements	-	-	-	-	-	12	12	-	12
Other changes in equity in the year	-	(133)	(36)	-	-	(96)	(265)	-	(265)
At 1 January 2012	374	-	173	(52)	433	3,590	4,518	1	4,519
Profit for the year	-	-	-	-	-	2,281	2,281	14	2,295
Foreign exchange translation differences on foreign operations	-	-	-	-	(117)	-	(117)	(1)	(118)
Movement on post employment schemes	-	-	-	-	-	(259)	(259)	-	(259)
Share of OCI of joint ventures and associates	-	-	-	(11)	(1)	(46)	(58)	-	(58)
Related tax movements	-	-	-	-	(1)	91	90	-	90
Total comprehensive income for the year	-	-	-	(11)	(119)	2,067	1,937	13	1,950
Issue of C Shares	-	-	(328)	-	-	4	(324)	-	(324)
Redemption of C Shares	-	-	324	-	-	(324)	-	-	-
Ordinary shares purchased	-	-	-	-	-	(94)	(94)	-	(94)
Share-based payments - direct to equity ³	-	-	-	-	-	47	47	-	47
Transactions with NCI ⁵	-	-	-	-	-	116	116	48	164
Initial recognition of put option on NCI ⁵	-	-	-	-	-	(121)	(121)	(45)	(166)
Related tax movements	-	-	-	-	-	9	9	-	9
Other changes in equity in the year	-	-	(4)	-	-	(363)	(367)	3	(364)
At 31 December 2012	374	-	169	(63)	314	5,294	6,088	17	6,105

1 Other reserves include a merger reserve of £3m (2011: £3m; 2010: £3m) and a translation reserve of £311m (2011: £430m; 2010: £524m).

2 At 31 December 2012, 20,365,787 ordinary shares with a net book value of £125m (2011: 22,541,187; 2010: 28,320,962 ordinary shares with net book values of £116m and £125m respectively) were held for the purpose of share based payment plans and included in retained earnings. During the year, 13,533,646 ordinary shares with a net book value of £85m (2011: 14,822,563 shares with a net book value of £66m) vested in share-based payment plans. During the year the Company acquired 11,485,790 of its ordinary shares through purchases on the London Stock Exchange.

3 Share-based payments - direct to equity is the net of the credit to equity in respect of the share-based payment charge to the income statement and the actual cost of shares vesting, excluding those vesting from own shares.

4 On 23 May 2011, under a scheme of arrangement between Rolls-Royce Group plc, the former holding company of the Group, and its shareholders under Part 26 of the Companies Act 2006, and as sanctioned by the High Court, all the issued ordinary shares in that company were cancelled and the same number of new ordinary shares were issued to Rolls-Royce Holdings plc in consideration for the allotment to shareholders of one ordinary share in Rolls-Royce Holdings plc for each ordinary share in Rolls-Royce Group plc held on the record date (20 May 2011). Pursuant to the scheme of arrangement, 1,872,188,709 ordinary shares of 150 pence were issued. As required by Section 612 of the Companies Act 2006, no share premium was recognised.

On 24 May 2011, the share capital of Rolls-Royce Holdings plc was reduced by reducing the nominal value of the ordinary shares from 150 pence to 20 pence as sanctioned by the High Court.

5 On 2 January 2012, the Group transferred its interest in Bergen Engines AS (Bergen) to Engine Holding GmbH, its joint venture with Daimler AG. As it retained rights to control Bergen, the transaction has been treated as a disposal of 50 per cent of Bergen to a non‑controlling interest (NCI) for €200m. Daimler AG has a put option to sell its interest in Bergen for the same value.

1 Basis of preparation

These condensed financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) adopted for use in the EU (Adopted IFRS) in accordance with EU law (IAS Regulation EC 1606/2002).

The financial information set out above does not constitute the Company's statutory accounts for the year ended 31 December 2012, but is derived from those accounts. Statutory accounts for Rolls-Royce Holdings plc for the year ended 31 December 2011 have been delivered to the Registrar of Companies. Statutory accounts for the year ended 31 December 2012 will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The auditors have reported on those accounts; their reports were (i) unqualified, (ii) did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their reports and (iii) did not contain statements under section 498(2) or (3) of the Companies Act 2006.

In 2012, the Group has adopted revisions to IAS 1 Presentation of Financial Statements that require items of other comprehensive income to be classified depending on whether they may be potentially reclassified to the income statement. There is no net impact. There were no other revisions to IFRS that became applicable in 2012 which had a significant impact on the Group's financial statements.

2 Analysis by business segment

The analysis by business segment is presented in accordance with IFRS 8 Operating segments, on the basis of those segments whose operating results are regularly reviewed by the Board (the Chief Operating Decision Maker as defined by IFRS 8), as follows:

Civil Aerospace	development, manufacture, marketing and sales of commercial aero engines and aftermarket services.
Defence Aerospace	development, manufacture, marketing and sales of military aero engines and aftermarket services.
Marine	development, manufacture, marketing and sales of marine-power propulsion systems and aftermarket services.
Energy	development, manufacture, marketing and sales of power systems for the offshore oil and gas industry and electrical power generation and aftermarket services.
Engine Holding	development, manufacture, marketing and sales of diesel engines and aftermarket services and the equity accounted share of Tognum AG.

Technology and Operations, discussed in the business review, operate on a Group-wide basis across all the above segments. Following the transfer of Bergen Engines AS to Engine Holding on 2 January 2012, the comparative figures for 2011 have been restated to put them on a consistent basis.

The operating results are prepared on an underlying basis, which the Board considers reflects better the economic substance of the Group's trading during the year. The principles adopted to determine the underlying results are:

Underlying revenues - Where revenues are denominated in a currency other than the functional currency of the Group undertaking, these reflect the achieved exchange rates arising on settled derivative contracts.

Underlying profit before financing - Where transactions are denominated in a currency other than the functional currency of the Group undertaking, this reflects the transactions at the achieved exchange rates on settled derivative contracts. In addition, adjustments have been made to exclude one-off past‑service credits on post retirement schemes and the effect of acquisition accounting.

Underlying profit before taxation - In addition to those adjustments in underlying profit before financing:

- Includes amounts realised from settled derivative contracts and revaluation of relevant assets and liabilities to exchange rates forecast to be achieved from future settlement of derivative contracts.

- Excludes unrealised amounts arising from revaluations required by IAS 39 Financial Instruments: Recognition and Measurement, changes in value of financial RRSP contracts arising from changes in forecast payments and the net impact of financing costs related to post-retirement scheme benefits.

This analysis also includes a reconciliation of the underlying results to those reported in the consolidated income statement.

	2012			2011
	Original equipment	Aftermarket	Total	Original equipment	Aftermarket	Total
	£m	£m	£m	£m	£m	£m
Underlying revenues
Civil aerospace	2,934	3,503	6,437	2,232	3,340	5,572
Defence aerospace	1,231	1,186	2,417	1,102	1,133	2,235
Marine	1,288	961	2,249	1,322	949	2,271
Energy	344	618	962	527	556	1,083
Engine Holding	118	169	287	185	146	331
Intra-segment	(22)	(121)	(143)	(110)	(105)	(215)
	5,893	6,316	12,209	5,258	6,019	11,277

	2012	2011
	£m	£m
Underlying profit before financing and taxation
Civil aerospace	727	499
Defence aerospace	404	376
Marine	294	287
Energy	21	16
Engine Holding	109	80
Intra-segment	(11)	-
Reportable segments	1,544	1,258
Central items	(54)	(52)
	1,490	1,206
Underlying net financing	(61)	(49)
Underlying profit before taxation	1,429	1,157
Underlying taxation	(318)	(261)
Underlying profit for the year	1,111	896

Net assets/(liabilities)	Total assets		Total liabilities		Net assets
	2012	2011	2012	2011	2012	2011
	£m	£m	£m	£m	£m	£m
Civil aerospace	9,123	8,621	(5,598)	(5,982)	3,525	2,639
Defence aerospace	1,412	1,311	(1,797)	(1,831)	(385)	(520)
Marine	2,063	2,031	(1,467)	(1,440)	596	591
Energy	1,329	1,234	(570)	(546)	759	688
Engine Holding	1,478	1,654	(282)	(164)	1,196	1,490
Intra-segment	(682)	(746)	671	746	(11)	-
Reportable segments	14,723	14,105	(9,043)	(9,217)	5,680	4,888
Net funds/(debt)	2,700	1,427	(1,383)	(1,204)	1,317	223
Tax assets/(liabilities)	363	388	(710)	(583)	(347)	(195)
Net post-retirement scheme surpluses/(deficits)	329	503	(874)	(900)	(545)	(397)
Net assets	18,115	16,423	(12,010)	(11,904)	6,105	4,519

Group employees at year end	2012	2011
Civil aerospace	23,500	20,000
Defence aerospace	8,100	8,000
Marine	9,100	8,800
Energy	4,000	3,600
Engine Holding	1,000	900
	45,700	41,300

Reconciliation to reported results	Total reportable segments	Underlying central items	Total underlying	Underlying adjustments	Group
Year ended 31 December 2012	£m	£m	£m	£m	£m
Revenue from sale of original equipment	5,893	-	5,893	41	5,934
Revenue from aftermarket services	6,316	-	6,316	(89)	6,227
Total revenue	12,209	-	12,209	(48)	12,161
Operating profit excluding share of results of joint ventures and associates	1,313	(54)¹	1,259	(59)	1,200
Share of results of joint ventures and associates	231	-	231	(58)	173
Profit on disposal of businesses	-	-	-	699	699
Profit before financing and taxation	1,544	(54)	1,490	582	2,072
Net financing		(61)	(61)	694	633
Profit before taxation		(115)	1,429	1,276	2,705
Taxation		(318)	(318)	(92)	(410)
Profit for the year		(433)	1,111	1,184	2,295

Year ended 31 December 2011
Revenue from sale of original equipment	5,258	-	5,258	(19)	5,239
Revenue from aftermarket services	6,019	-	6,019	(134)	5,885
Total revenue	11,277	-	11,277	(153)	11,124
Operating profit excluding share of results of joint ventures and associates	1,083	(52)¹	1,031	39	1,070
Share of results of joint ventures and associates	172	-	172	(56)	116
Profit on disposal of businesses	3	-	3	-	3
Profit before financing and taxation	1,258	(52)	1,206	(17)	1,189
Net financing		(49)	(49)	(35)	(84)
Profit before taxation		(101)	1,157	(52)	1,105
Taxation		(261)	(261)	4	(257)
Profit for the year		(362)	896	(48)	848

¹ Central corporate costs

Underlying adjustments	2012				2011
	Revenue	Profit before financing	Net financing	Taxation	Revenue	Profit before financing	Net financing	Taxation
	£m	£m	£m	£m	£m	£m	£m	£m
Underlying performance	12,209	1,490	(61)	(318)	11,277	1,206	(49)	(261)
Revenue recognised at exchange rate on date of transaction	(48)	-	-		(153)	-	-
Realised (gains)/losses on settled derivative contracts ¹		(25)	-			(116)	24
Net unrealised fair value changes to derivative contracts ²		-	747			(5)	(49)
Effect of currency on contract accounting		(23)	-			4	-
Put option on NCI and financial RRSPs - foreign exchange differences and other unrealised changes in value		-	11			-	2
Effect of acquisition accounting ³		(69)	-			(64)	-
Post-retirement scheme past service credit ^{4, 5}		-	-			164	-
Net post-retirement scheme financing		-	(64)			-	(12)
Related tax effects				(129)				4
IAE restructuring		699	-	37		-	-	-
Total underlying adjustments	(48)	582	694	(92)	(153)	(17)	(35)	4
Reported per consolidated income statement	12,161	2,072	633	(410)	11,124	1,189	(84)	(257)

¹ Realised (gains)/losses on settled derivative contracts include adjustments to reflect the (gains)/losses in the same period as the related trading cash flows.

² Unrealised fair value changes to derivative contracts include those included in equity accounted joint ventures and exclude those for which the related trading contracts have been cancelled when the fair value changes are recognised immediately in underlying profit.

³The adjustment eliminates charges recognised as a result of recognising assets in acquired businesses at fair value.

⁴In 2010, the UK Government announced changes to the basis of the statutory indexation for pension increases. As a result, the relevant arrangements were amended, resulting in a gain in the income statement in 2011 of £130m, which was excluded from underlying profit.

⁵ In 2011, the Group agreed revised post-retirement healthcare arrangements on certain of its overseas schemes. This resulted in a net gain in the income statement of £34m which was excluded from underlying profit.

The reconciliation of underlying earnings per ordinary share is shown in note 4.

3 Net financing

	2012		2011
	Per consolidated income statement	Underlying financing ¹	Per consolidated income statement	Underlying financing ¹
	£m	£m	£m	£m
Financing income
Interest receivable	10	10	20	20
Fair value gains on foreign currency contracts	750	-	-	-
Put option on NCI and financial RRSPs - foreign exchange differences and other changes in unrealised values	11	-	2	-
Fair value gains on commodity derivatives		-	-	-
Expected return on post-retirement scheme assets	341	-	410	-
Net foreign exchange gains	-	-	24	-
	1,112	10	456	20
Financing costs
Interest payable	(51)	(51)	(51)	(51)
Fair value losses on foreign currency derivatives	-	-	(21)	-
Financial charge relating to financial RRSPs	(10)	(10)	(11)	(11)
Fair value losses on commodity derivatives	(3)	-	(28)	-
Interest on post-retirement scheme liabilities	(405)	-	(422)	-
Other financing charges	(10)	(10)	(7)	(7)
	(479)	(71)	(540)	(69)
Net financing	633	(61)	(84)	(49)

Analysed as:
Net interest payable	(41)	(41)	(31)	(31)
Net post-retirement scheme financing	(64)	-	(12)	-
Net other financing	738	(20)	(41)	(18)
Net financing	633	(61)	(84)	(49)

¹ See note 2

4 Earnings per ordinary share (EPS)

Basic earnings per ordinary share (EPS) are calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares held under trust, which have been treated as if they had been cancelled.

Diluted EPS are calculated by adjusting the weighted average number of ordinary shares in issue during the year for the bonus element of share options.

	2012			2011
	Basic	Potentially dilutive share options	Diluted	Basic	Potentially dilutive share options	Diluted
Profit attributable to ordinary shareholders (£m)	2,281		2,281	850		850
Weighted average number of shares (millions)	1,851	25	1,876	1,850	25	1,875
EPS (pence)	123.23	(1.64)	121.59	45.95	(0.62)	45.33

The reconciliation between underlying EPS and basic EPS is as follows:

	2012			2011
	Pence	£m	Pence		£m
Underlying EPS/Underlying profit attributable to ordinary shareholders	59.27	1,097	48.54		898
Total underlying adjustments to profit before tax (note 2)	68.93	1,276	(2.81)		(52)
Related tax effects	(4.97)	(92)	0.22		4
EPS/Profit attributable to ordinary shareholders	123.23	2,281	45.95		850
Excluding IAE restructuring	83.47	1,545	45.95		850
IAE restructuring	39.76	736	-		-
Diluted underlying EPS	58.48		47.89

5 Payments to shareholders in respect of the year

Payments to shareholders in respect of the year represent the value of C Shares to be issued in respect of the results for the year. Issues of C Shares were declared as follows:

	2012		2011
	Pence per share	£m	Pence per share	£m
Interim (issued in January)	7.6p	142	6.9p	129
Final (issued in July)	11.9p	223	10.6p	199
	19.5p	365	17.5p	328

6 Intangible assets

	Goodwill	Certification costs and participation fees	Development expenditure	Recoverable engine costs	Software and other	Total
	£m	£m	£m	£m	£m	£m
Cost:
At 1 January 2012	1,106	720	954	464	490	3,734
Exchange differences	(4)	(2)	(4)	-	(1)	(11)
Additions	-	28	38	35	124	225
Acquisitions of businesses	10	-	-	-	9	19
Transferred to assets held for sale	-	-	(1)	-	-	(1)
Disposals	(1)	(6)	(6)	-	(3)	(16)
At 31 December 2012	1,111	740	981	499	619	3,950

Accumulated amortisation:
At 1 January 2012	7	197	268	231	149	852
Charge for the year	-	34	50	64	61	209
Impairment	3	-	-	-	-	3
Disposals	(1)	(6)	(6)	-	(2)	(15)
At 31 December 2012	9	225	312	295	208	1,049

Net book value at 31 December 2012	1,102	515	669	204	411	2,901
Net book value at 31 December 2011	1,099	523	686	233	341	2,882

Certification costs and participation fees, development costs and recoverable engine costs have been reviewed for impairment in accordance with the requirements of IAS 36 Impairment of Assets. Where an impairment test was considered necessary, it has been performed on the following basis:

· The carrying values have been assessed by reference to value in use. These have been estimated using cash flows from the most recent forecasts prepared by management, which are consistent with past experience and external sources of information on market conditions over the lives of the respective programmes.

· The key assumptions underlying cash flow projections are assumed market share, programme timings, unit cost assumptions, discount rates, and foreign exchange rates.

· The pre-tax cash flow projections have been discounted at 11 per cent (2011 11 per cent), based on the Group's weighted average cost of capital.

· No impairment is required on this basis. However, a combination of changes in assumptions and adverse movements in variables that are outside the Group's control (discount rate, exchange rate and airframe delays), could result in impairment in future years.

7 Other financial assets and liabilities

	Derivatives
	Foreign exchange contracts	Commodity contracts	Interest rate contracts	Total	Put option on NCI	Financial RRSPs	C Shares	Total
	£m	£m	£m	£m	£m	£m	£m	£m
At 31 December 2012
Non-current assets	498	4	90	592	-	-	-	592
Current assets	104	6	5	115	-	-	-	115
Current liabilities	(97)	(8)	-	(105)	(167)	(30)	(10)	(312)
Non-current liabilities	(233)	(15)	(7)	(255)	-	(163)	-	(418)
	272	(13)	88	347	(167)	(193)	(10)	(23)
At 31 December 2011
Non-current assets	237	7	83	327	-	-	-	327
Current assets	84	7	-	91	-	-	-	91
Current liabilities	(85)	(7)	-	(92)	-	(15)	(4)	(111)
Non-current liabilities	(683)	(19)	(2)	(704)	-	(215)	-	(919)
	(447)	(12)	81	(378)	-	(230)	(4)	(612)

Derivative financial instruments

Movements in the fair value of derivative financial instruments were as follows:

	2012				2011
	Foreign exchange	Commodity	Interest rate	Total	Total
	£m	£m	£m	£m	£m
At January 1	(447)	(12)	81	(378)	(140)
Movements in fair value hedges	(8)	-	6	(2)	85
Movements in cash flow hedges	(4)	-	-	(4)	(1)
Movements in other derivative contracts	750	(3)	1	748	(48)
Contracts settled	(19)	2	-	(17)	(274)
At December 31	272	(13)	88	347	(378)

Put option on NCI and financial RRSPs

The Group has agreed a put option with Daimler AG, such that Daimler can sell its non-controlling interest (NCI) in Bergen Engines AS to the Group for a period of six years from 1 January 2013. The fair value of the exercise value this option is included as a financial liability. The Group has financial liabilities arising from financial risk and revenue sharing partnerships (RRSPs). These financial liabilities are valued at each reporting date using the amortised cost method. This involves calculating the present value of the forecast cash flows of the arrangements using the internal rate of return at the inception of the arrangements as the discount rate.

	Put option on NCI		Financial RRSPs
		2012	2012	2011
		£m	£m	£m
At 1 January		-	(230)	(266)
Cash paid to partners			35	46
Addition		(167)	-	-
Exchange adjustments included in OCI			1	(1)
Financing charge ¹			(10)	(11)
Excluded from underlying profit:
Change in put option exercise price		(5)
Exchange adjustments ¹		5	9	1
Restructuring of financial RRSP agreements and changes in forecast payments ¹			2	1
At 31 December		(167)	(193)	(230)

¹Included in finance

8 Borrowings

During 2012, the Group drew down a further £200 million loan from the European Investment Bank. Following the acquisition of AEC, the Group repaid AEC's external bank funding of £78 million.

9 Pensions and other post-retirement benefits

Movements in the net post-retirement position recognised in the balance sheet were as follows:

	UK schemes	Overseas schemes	Total
	£m	£m	£m
At 1 January 2012	252	(649)	(397)
Exchange differences	-	24	24
Current service cost	(123)	(38)	(161)
Past-service (cost)/credit	(2)	12	10
Interest on post-retirement scheme liabilities	(356)	(49)	(405)
Expected return on post-retirement scheme assets	315	26	341
Contributions by employer	250	47	297
Acquisition of business	5	-	5
Net actuarial gains/(losses)	(689)	(98)	(787)
Movement in unrecognised surplus ¹	465	-	465
Movement on minimum funding liability ²	63	-	63
At 31 December 2012	180	(725)	(545)

Analysed as:
Post-retirement scheme surpluses - included in non-current assets	317	12	329
Post-retirement scheme deficits - included in non-current liabilities	(137)	(737)	(874)

¹ Where a surplus has arisen on a scheme, in accordance with IAS 19 and IFRIC 14, the surplus is recognised as an asset only if it represents an unconditional economic benefit available to the Group in the future. Any surplus in excess of this benefit is not recognised in the balance sheet.

² A minimum funding liability arises where the statutory funding requirements require future contributions in respect of past service that will result in a future unrecognisable surplus.

In 2013, Rolls-Royce will adopt the amendments to IAS 19 Employee Benefits. The principal change is that the financing on post-retirement benefits is calculated on the net surplus or deficit using an 'AA' corporate bond rate. If it had been effective in 2012, it would have increased the current service cost of defined benefit post-retirement schemes by £9 million, the past service cost by £5 million and reduced the net post-retirement scheme financing cost by £55 million. The net deficit at 31 December 2012 would have reduced by £100 million.

10 Contingent liabilities

In connection with the sale of its products the Group will, on some occasions, provide financing support for its customers. The Group's contingent liabilities related to financing arrangements are spread over many years and relate to a number of customers and a broad product portfolio.

Contingent liabilities are disclosed on a discounted basis. As the directors consider the likelihood of these contingent liabilities crystallising to be remote, this amount does not represent avalue that is expected to crystallise. However, the amounts are discounted at the Group's borrowing rate to reflect better the time span over which these exposures could arise. The contingent liabilities are denominated in US dollars. As the Group does not adopt hedge accounting for forecast foreign currency transactions, this amount is reported, together with the sterling equivalent at the reporting date spot rate.

The discounted values of contingent liabilities relating to delivered aircraft and other arrangements where financing is in place, less insurance arrangements and relevant provisions were:

	2012		2011
	£m	$m	£m	$m
Gross contingent liabilities	569	925	612	951
Contingent liabilities net of relevant security ¹	70	114	124	192
Contingent liabilities net of relevant security reduced by 20% ²	133	216	201	312
¹ Security includes unrestricted cash collateral of:	64	104	67	104

² Although sensitivity calculations are complex, the reduction of the relevant security by 20 per cent illustrates the sensitivity of the contingent liability to changes in this assumption

There are also net contingent liabilities in respect of undelivered aircraft, but it is not considered practicable to estimate these as deliveries can be many years in the future, and the relevant financing will only be put in place at the appropriate time.

Following a request for information from the Serious Fraud Office (SFO) about allegations of malpractice in Indonesia and China, investigations by Rolls-Royce have identified matters of concern in these, and in other overseas markets. The Group has passed information to the SFO relating to these concerns and is cooperating fully.

The consequence of these disclosures will be decided by the regulatory authorities. It is too early to predict the outcomes, but these could include the prosecution of individuals and of the company. Accordingly, the potential for fines or other penalties cannot currently be assessed. As the investigation is ongoing it is not possible to identify the timescale in which these issues might be resolved.

Contingent liabilities exist in respect of guarantees provided by the Group in the ordinary course of business for product delivery, performance and reliability. The Group has, in the normal course of business, entered into arrangements in respect of export finance, performance bonds, countertrade obligations and minor miscellaneous items. Various Group undertakings are parties to legal actions and claims which arise in the ordinary course of business, some of which are for substantial amounts. While the outcome of some of these matters cannot precisely be foreseen, the directors do not expect any of these arrangements, legal actions or claims, after allowing for provisions already made, to result in significant loss to the Group.

11 Restructuring of IAE

On 29 June 2012, the Group and Pratt & Whitney completed the restructuring of their participation in IAE, which produces the V2500 engine for the Airbus A320 family of aircraft. As a result of the restructuring, Rolls-Royce sold its equity, programme share and related goodwill in IAE to Pratt & Whitney for US$1.5 billion, giving rise to a profit before tax of £699 million.

As Rolls-Royce continues to be responsible for the manufacture of high-pressure compressors, fan blades as well as the provision of engine support and final assembly of 50 per cent of V2500 engines, the transaction is not considered to give rise to a discontinued operation.

12 Events after the reporting period - Consolidation of Tognum AG

On 1 January 2013, conditions were fulfilled which gave the Group certain rights that result in Tognum AG being classified as a subsidiary and consolidated. Rolls-Royce and Daimler AG each hold 50 per cent of the shares of Engine Holding GmbH (EH), which itself holds over 99 per cent of the shares of Tognum AG. From 25 August 2011 to 31 December 2012 the Group's interest in Tognum was classified as a joint venture and equity accounted. Tognum is a premium supplier of engines, propulsion systems and components for Marine, Energy, Defence, and other industrial applications (often described as "off-highway" applications).

Accordingly, Rolls-Royce's current joint venture interest in EH will be reclassified to a subsidiary. The provisional fair values of the identifiable assets and liabilities assumed is £1,347 million, giving rise to goodwill of £735 million. In accordance with the provisions of IFRS Business Combinations, the Group will opt not to recognise goodwill in respect of the non-controlling interest. The existing joint venture investment holding in EH will be revalued, giving rise to a provisional gain of £81 million.

As part of the EH shareholders' agreement, Daimler has the option to sell its shares in EH to Rolls-Royce for a period of six years from 1 January 2013. The fair value of the exercise price of this option in respect of Tognum will be recognised as a liability (estimated £1.4 billion).

Principal risks and uncertainties

The following table describes the risks that the risk committee, with endorsement from the Board, considers would have the most material potential impact on the company and are specific to the nature of our business notwithstanding that there are other risks that may occur and may impact on the achievement of the Group's objectives.


Product failure Product not meeting safety expectations, or causing significant impact to customers or the environment through failure in quality control.	· Operating a 'safety first' culture · Our engineering design and validation process is applied from initial design, through production and into service · A safety management system has been established by a dedicated team, which is subject to continual improvement based on experience and industry best practice · Plan to accelerate quality improvements launched, including involvement from our suppliers · Crisis management team led by Director of Engineering and Technology or General Counsel as appropriate
Business continuity Complete breakdown of external supply chain or internal facilities that could be caused by destruction of key facilities, natural disaster, regional conflict, financial insolvency of a critical supplier or scarcity of materials which would reduce the ability to meet customer commitments, win future business or achieve operational results.	· Continued investment in adequate capacity and modern equipment and facilities · Identifying and reducing single points of failure · Selection of stronger suppliers; developing dual sources, or dual capability · Developing and testing site level incident management and business recovery plans · Customer excellence centres provide improved response to supply chain disruption
Competitor action The presence of large, financially strong competitors in the majority of our markets means that the Group is susceptible to significant price pressure even where our markets are mature or the competitors are few. Our main competitors have access to significant government funding programmes as well as the ability to invest heavily in capability.	· Accessing and developing key capabilities in technology and service offerings which differentiate us competitively · Focusing on our customers and partnering with others effectively · Driving down cost and improving margins · Protecting credit linesInvesting in innovation, manufacturing and production · Understanding our competitors
International trade friction Geopolitical factors that lead to significant tensions between major trading parties or blocs which could impact the Group's operations. For example: explicit trade protectionism; differing tax or regulatory regimes; potential for conflict, or broader political issues.	· Where possible, locating our domestic facilities in politically stable countries and/or ensuring that we retain dual capability · Diversifying global operations to avoid excessive concentration of risks in particular areas · Regional director network proactively monitors local situations · Maintaining a balanced business portfolio with high barriers to entry and a diverse customer base · Understanding our supply chain risks · Proactively influencing regulation where it affects us
Major product programme delivery Failure to deliver a major product programme on time, to specification or technical performance falling significantly short of customer expectations would have potentially significant adverse financial and reputational consequences, including the risk of impairment of the carrying value of the Group's intangible assets and the impact of potential litigation.	· Major programmes are subject to Board approval · Major programmes are reviewed at levels and frequencies appropriate to their performance against key financial and non-financial deliverables and potential risks · Technical audits are conducted at pre-defined points, performed by a team that is independent from the programme · Formal independent gated reviews are conducted throughout a programme's lifecycle to review non-technical risks · Programmes are required to address the actions arising from reviews and audits and progress is monitored and controlled through to closure · Knowledge management principles are applied to provide benefit to current and future programmes
Compliance Non-compliance by the Group with legislation or other regulatory requirements in the heavily regulated environment in which it operates (for example: export controls; use of controlled chemicals and substances; and anti-bribery and corruption legislation) compromising the ability to conduct business in certain jurisdictions and exposing the Group to potential: reputational damage; financial penalties; debarment from government contracts for a period of time; and/or suspension of export privileges (including export credit financing), each of which could have a material adverse effect.	· An uncompromising approach to compliance is now, and should always be, the only way to do business · The Group has an extensive compliance programme as separately described in the ethics and risk committee reports. These programmes and the Code of Ethics are promulgated throughout the Group and are updated and reinforced from time to time, to ensure their continued relevance and, to ensure that they are complied with both in spirit and to the letterA legal and compliance team has been put in place to manage the current specific issue through to a conclusion · The appointment of Lord Gold to lead a review of the Group's current compliance procedures and report to the ethics committee
Market shock The Group is exposed to a number of market risks: some of which are of a macro-economic nature, for example, foreign currency exchange rates , and some which are more specific to the Group, for example, liquidity and credit risks or disruption to aircraft or other operations. Significant extraneous market events could also materially damage the Group's competitiveness and/or credit worthiness. This would affect operational results or the outcomes of financial transactions.	· Maintaining a strong balance sheet, through healthy cash balances and a continuing low level of debt · Providing financial flexibility by maintaining high levels of liquidity and an investment grade 'A' credit rating · The portfolio effect from our business interests, both in terms of original equipment to aftermarket split and our different segments provide a natural shock absorber since the portfolios are not correlated · Deciding where and what currencies to source in, where and how much credit risk is extended or taken and hedging residual risk through the financial derivatives markets (foreign exchange, interest rates and commodity price risk)
IT vulnerability Breach of IT security causing controlled data to be lost, made inaccessible, corrupted or accessed by unauthorised users, impacting the Group's reputation.	· Establishing 'defence in depth' through deployment of multiple layers of software and processes including web gateways, filtering, firewalls, intrusion and advanced persistent threat detectors · Establishment of security and network operations centres · Active sharing of information through industry, government and security forums

Product failure

Product not meeting safety expectations, or causing significant impact to customers or the environment through failure in quality control.

· Operating a 'safety first' culture

· Our engineering design and validation process is applied from initial design, through production and into service

· A safety management system has been established by a dedicated team, which is subject to continual improvement based on experience and industry best practice

· Plan to accelerate quality improvements launched, including involvement from our suppliers

· Crisis management team led by Director of Engineering and Technology or General Counsel as appropriate

Business continuity

Complete breakdown of external supply chain or internal facilities that could be caused by destruction of key facilities, natural disaster, regional conflict, financial insolvency of a critical supplier or scarcity of materials which would reduce the ability to meet customer commitments, win future business or achieve operational results.

· Continued investment in adequate capacity and modern equipment and facilities

· Identifying and reducing single points of failure

· Selection of stronger suppliers; developing dual sources, or dual capability

· Developing and testing site level incident management and business recovery plans

· Customer excellence centres provide improved response to supply chain disruption

Competitor action

The presence of large, financially strong competitors in the majority of our markets means that the Group is susceptible to significant price pressure even where our markets are mature or the competitors are few. Our main competitors have access to significant government funding programmes as well as the ability to invest heavily in capability.

· Accessing and developing key capabilities in technology and service offerings which differentiate us competitively

· Focusing on our customers and partnering with others effectively

· Driving down cost and improving margins

· Protecting credit linesInvesting in innovation, manufacturing and production

· Understanding our competitors

International trade friction

Geopolitical factors that lead to significant tensions between major trading parties or blocs which could impact the Group's operations. For example: explicit trade protectionism; differing tax or regulatory regimes; potential for conflict, or broader political issues.

· Where possible, locating our domestic facilities in politically stable countries and/or ensuring that we retain dual capability

· Diversifying global operations to avoid excessive concentration of risks in particular areas

· Regional director network proactively monitors local situations

· Maintaining a balanced business portfolio with high barriers to entry and a diverse customer base

· Understanding our supply chain risks

· Proactively influencing regulation where it affects us

Major product programme delivery

Failure to deliver a major product programme on time, to specification or technical performance falling significantly short of customer expectations would have potentially significant adverse financial and reputational consequences, including the risk of impairment of the carrying value of the Group's intangible assets and the impact of potential litigation.

· Major programmes are subject to Board approval

· Major programmes are reviewed at levels and frequencies appropriate to their performance against key financial and non-financial deliverables and potential risks

· Technical audits are conducted at pre-defined points, performed by a team that is independent from the programme

· Formal independent gated reviews are conducted throughout a programme's lifecycle to review non-technical risks

· Programmes are required to address the actions arising from reviews and audits and progress is monitored and controlled through to closure

· Knowledge management principles are applied to provide benefit to current and future programmes

Compliance

Non-compliance by the Group with legislation or other regulatory requirements in the heavily regulated environment in which it operates (for example: export controls; use of controlled chemicals and substances; and anti-bribery and corruption legislation) compromising the ability to conduct business in certain jurisdictions and exposing the Group to potential: reputational damage; financial penalties; debarment from government contracts for a period of time; and/or suspension of export privileges (including export credit financing), each of which could have a material adverse effect.

· An uncompromising approach to compliance is now, and should always be, the only way to do business

· The Group has an extensive compliance programme as separately described in the ethics and risk committee reports. These programmes and the Code of Ethics are promulgated throughout the Group and are updated and reinforced from time to time, to ensure their continued relevance and, to ensure that they are complied with both in spirit and to the letterA legal and compliance team has been put in place to manage the current specific issue through to a conclusion

· The appointment of Lord Gold to lead a review of the Group's current compliance procedures and report to the ethics committee

Market shock

The Group is exposed to a number of market risks: some of which are of a macro-economic nature, for example, foreign currency exchange rates , and some which are more specific to the Group, for example, liquidity and credit risks or disruption to aircraft or other operations. Significant extraneous market events could also materially damage the Group's competitiveness and/or credit worthiness. This would affect operational results or the outcomes of financial transactions.

· Maintaining a strong balance sheet, through healthy cash balances and a continuing low level of debt

· Providing financial flexibility by maintaining high levels of liquidity and an investment grade 'A' credit rating

· The portfolio effect from our business interests, both in terms of original equipment to aftermarket split and our different segments provide a natural shock absorber since the portfolios are not correlated

· Deciding where and what currencies to source in, where and how much credit risk is extended or taken and hedging residual risk through the financial derivatives markets (foreign exchange, interest rates and commodity price risk)

IT vulnerability

Breach of IT security causing controlled data to be lost, made inaccessible, corrupted or accessed by unauthorised users, impacting the Group's reputation.

· Establishing 'defence in depth' through deployment of multiple layers of software and processes including web gateways, filtering, firewalls, intrusion and advanced persistent threat detectors

· Establishment of security and network operations centres

· Active sharing of information through industry, government and security forums

Annual report and financial statements

The statements below have been prepared in connection with the Company's full Annual report for the year ended 31 December 2012. Certain parts thereof are not included with this announcement.

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position and a summary of the principal risks and uncertainties affecting the business are shown in the business review. The financial position of the Group, its cash flows, liquidity position, borrowing facilities and financial risks are also described in the business review. In addition, the consolidated financial statements include the Group's objectives, policies and processes for financial risk management, details of its cash and cash equivalents, indebtedness and borrowing facilities and its financial instruments, hedging activities and its exposure to counterparty credit risk, liquidity risk, currency risk, interest rate risk and commodity pricing risk.

The Group meets its funding requirements through a mixture of shareholders' funds, bank borrowings, bonds, notes and finance leases. The Group has facilities of £2.3 billion of which £1.3 billion was drawn at the year end. Facilities of $230 million mature during 2013.

The Group's forecasts and projections, taking into account reasonably possible changes in trading performance, show that the Group has sufficient financial resources. In the event that the put option on Engine Holding GmbH is exercised, (estimated cost £1.6 billion), the directors consider that the Group would be able to raise additional resources in the necessary timeframe to meet this commitment. As a consequence, the directors have reasonable expectation that the Company and the Group are well placed to manage their business risks and to continue in operational existence for the foreseeable future, despite the current uncertain global economic outlook.

Accordingly, the directors continue to adopt the going concern basis (in accordance with the guidance 'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009' issued by the FRC) in preparing the consolidated financial statements.

Annual General Meeting and directorates change

This year's AGM will be held at 11.00am on Thursday, 2 May 2013 at the QEII Conference Centre, Broad Sanctuary, Westminster, London, SW1P 3EE. Under Article 112 of the Company's Articles of Association, all directors will retire at the 2013 AGM and offer themselves for re-election. However, Sir Simon Robertson, Peter Byrom and Ian Strachan have all expressed a wish to retire as non-executive directors of Rolls-Royce at this year's AGM and therefore will not be seeking re-election.

Responsibility statement

Each of the persons who is a director at the date of approval of this report confirms that to the best of his or her knowledge:

i) each of the Group and parent company financial statements, prepared in accordance with IFRS and UK Accounting Standards respectively, gives a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer and the undertakings included in the consolidation taken as a whole; and

ii) the Directors' report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

By order of the Board

Sir Simon Robertson

Chairman

13 February 2013

Mark Morris

Chief Financial Officer

13 February 2013

This information is provided by RNS

The company news service from the London Stock Exchange

END

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