Rolls-Royce Regulatory News (RR.)

14 June 2018

Rolls-Royce CONFIRMS FUNDAMENTAL RESTRUCTURING

· Simpler, leaner and more agile organisation

· Driving continuous improvement across all parts of our business

· Delivering improved returns; run-rate net cost savings of £400m p.a. by end of 2020

· Transforming our business to support our world-leading technologies

Rolls-Royce announces the next stage in our drive for pace and simplicity with a proposed restructuring that will deliver improved returns, higher margins and increased cash flow. This will support our long-term ambition to be the world's leading industrial technology company.

Following the announcement in January that we will simplify the Group into three customer-focused business units, this proposed restructuring will create smaller and more cost effective corporate and support functions and reduce management layers and complexity, including within engineering. It follows a comprehensive review of our structure, culture, processes and people with a view to creating a much simpler, healthier and dynamic organisation with clearer accountabilities, greater productivity and quicker decision-making.

Over the next 24 months, we expect the proposed restructuring will lead to the reduction of around 4,600 roles, predominantly in the UK where the majority of our corporate and support functions are based. Around a third of these roles are expected to leave by the end of 2018. The programme is expected to gain further momentum through 2019, with full implementation of headcount reductions and structural changes by mid-2020.

Chief Executive Warren East said: "Our world-leading technology gives Rolls-Royce the potential to generate significant profitable growth. The creation of a more streamlined organisation with pace and simplicity at its heart will enable us to deliver on that promise, generating higher returns while being able to invest for the future.

"We have made progress in improving our day-to-day operations and strengthening our leadership, and are now turning to reduce the complexity that often slows us down and leads to duplication of effort. It is never an easy decision to reduce our workforce, but we must create a commercial organisation that is as world-leading as our technologies. To do this we are fundamentally changing how we work.

"These changes will help us deliver over the mid and longer-term a level of free cash flow well beyond our near-term ambition of around £1bn by around 2020. After a decade of significant investment we are committed to delivering improved returns while continuing to invest in the innovation needed to realise our long-term aspiration to be the world's leading industrial technology company."

Rolls-Royce has traditionally operated with overlapping activities between individual business units and a large corporate centre. We will shift our centre of gravity much closer to our customers and make our three customer-facing business units fully accountable for the delivery of their strategic and financial targets. In turn, the business units will be in control of the support they need. We will be significantly reducing the size of our corporate centre to remove the complexity and duplication. A traditionally heavily centralised control culture will be replaced by empowered businesses, in a simpler, leaner structure with much clearer accountabilities. This will foster quicker decision-making throughout the organisation.

We have invested significantly over the past decade to build a commanding position in our core growth market of civil aerospace. Since 2010, we have invested over £11bn in cutting-edge research and development, world-class factories and modern facilities. We have launched six new civil engines including the world's fastest-ever selling civil large engine, the Trent XWB, and most recently the Pearl 15 for the business aviation market. We have amassed orders for over 2,700 aero engines for wide-body aircraft and business jets. We are currently undertaking our biggest ever increase in large engine production, targeting over 600 wide-body engines a year by the end of this decade. As a result of our innovation and investment, we are poised to become the world-leader in large aircraft engines, powering over half of the world's passenger wide-body fleet within the next few years, compared to 22% just 10 years ago.

We will create an organisation that will better enable us to maximise the economic value of these past investments, realise the growth potential embedded in our business and seize the opportunities we see across all our markets. We will continue to also pursue disciplined investment in our technologies, including in newer areas such as electrification and digitalisation.

During the restructuring process, we will ensure that we continue to deliver on our commitments to customers. We do not anticipate that the restructuring will lead to any reduction in the skills and capabilities that we require to support our current programmes. We will continue to support our current ramp-up in Civil Aerospace engine production and will remain focused on our management of the current in-service issues with the Trent 1000. We will honour previous commitments for no compulsory redundancies of represented staff. This includes those commitments made in Derby, Hucknall and Annesley which enabled last year's £150m investment in new and existing Civil Aerospace facilities.

The total cash cost of the restructuring is expected to be £500m which includes the cost of redundancies and required systems investments to facilitate the programme. These cash costs will be incurred across 2018, 2019 and 2020 and, given the one-off nature of the restructuring programme, these will be reported below group underlying free cash flow (FCF). Full year net cost savings from this restructuring are expected to reach a run rate of £400m per annum by the end of 2020.

Current trading in-line with expectations

Current trading remains in-line with the full year expectations we set out at the time of our 2017 results in March. Despite the already announced incremental costs associated with further recent Trent 1000 in-service issues, the mitigating actions we continue to take across the group enable us to be confident that our FY18 guidance for Group FCF of around £450m +/- £100m remains unchanged.

Capital Markets Event

Rolls-Royce will hold a Capital Markets Event on 15 June for financial analysts and investors at which we will be providing further details of the restructuring, including how we intend to streamline support and management functions to create a more focused and leaner organisation. We will also provide details on Group KPIs, our capital allocation strategy and a detailed review of Power Systems and its outlook. The event will be available for media and other interested parties to watch live from 08.45 BST on our website http://www.rolls-royce.com/investors.aspx

This announcement has been determined to contain inside information.

About Rolls-Royce Holdings plc

1. Rolls-Royce pioneers cutting-edge technologies that deliver the cleanest, safest and most competitive solutions to meet our planet's vital power needs.

2. Rolls-Royce has customers in more than 150 countries, comprising more than 400 airlines and leasing customers, 160 armed forces, 4,000 marine customers including 70 navies, and more than 5,000 power and nuclear customers.

3. Annual underlying revenue was £15 billion in 2017, around half of which came from the provision of aftermarket services. The firm and announced order book stood at £78.5 billion at the end of December 2017.

4. In 2017, Rolls-Royce invested £1.4 billion on research and development. We also support a global network of 31 University Technology Centres, which position Rolls-Royce engineers at the forefront of scientific research.

5. Rolls-Royce employs 55,000 people in 50 countries. Approximately 19,400 of these are engineers.

6. The Group has a strong commitment to apprentice and graduate recruitment and to further developing employee skills. In 2017 we recruited 313 graduates and 339 apprentices through our worldwide training programmes.

For further information, please contact:

Investors

Jennifer Ramsey

Head of Investor Relations

Rolls-Royce plc

Tel +44 (0) 20 7227 9087

jennifer.ramsey@rolls-royce.com

Ross Hawley

Assistant Director, Investor Relations Rolls-Royce plcT: +44 (0)207 227 9282ross.hawley@rolls-royce.com

Media

Rolls-Royce plc

Tel +44 (0) 20 7227 9163

richard.wray@rolls-royce.com

www.Rolls-Royce.com