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Rolls-Royce plc Directors’ report and financial statements 2012 Directors’ report Introduction 01 Group at a glance 02 Chief Executive’s review 04 Values, vision and strategy 06 Future opportunity 08 Chief Financial Officer’s review 09 Key performance indicators 12 Principal risks and uncertainties 14 Civil aerospace 16 Defence aerospace 18 Marine 20 Energy 22 Excellence in technology 24 Excellence in operations 26 Sustainability 27 Additional financial information 31 Board of directors 33 Internal control and risk management 35 Shareholders and share capital 37 Other statutory information 37 Annual report and financial statements 38 Financial statements Independent Auditor’s report 40 Contents listed on page 41 Other information Subsidiaries, jointly controlled entities and associates 112 Directors’ report The Directors’ report which includes the Business review is set out on pages 1 to 39. Forward-looking statements This Annual report 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. Introduction “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.” John Rishton, Chief Executive Rolls-Royce is a global company, providing integrated power solutions for customers in civil and defence aerospace, marine and energy markets. We support our customers through a worldwide network of offices, manufacturing and service facilities. 2012 2011 % change Order book – firm and announced £60,146m £57,630m** +4% Underlying revenue* £12,209m £11,277m +8% Profit before financing £2,072m £1,189m +74% Underlying profit before tax* £1,429m £1,158m +23% * See explanation in note 2 on page 54 ** Restated 2011 year-end data excluding International Aero Engines (IAE) order book of £4,571 million 2 Directors’ report Group at a glance The priorities of the Group remain: deliver on the promises we have made; decide where to grow and where not to; and improve financial performance. Civil aerospace Defence aerospace £6,437m £727m £2,417m £404m Underlying revenue 2012 Underlying profit 2012 Underlying revenue 2012 Underlying profit 2012 Trent XWB achieved certification Over US$1 billion in contracts from US DoD and UK MoD Trent 1000-TEN introduced US$315 million contract for F-35B STOVL LiftSystems™ BR725 enters service and IAE restructure completed Adour engines ordered by Royal Saudi Air Force for Hawks The Civil aerospace business is a major manufacturer of Rolls-Royce is the second largest provider of defence aero engines for the airline and corporate jet market. aero-engine products and services globally with 18,000 Rolls-Royce powers more than 30 types of commercial engines in service with 160 customers in 103 countries. aircraft and over 12,500 engines are in service with customers around the world. Revenue mix Revenue mix 46% OE revenue 46% OE revenue 54% Services revenue 49% Services revenue 5% Development Rolls-Royce plc Directors’ report and fi nancial statements 2012 3 Directors’ report Group overview 2012 2012 revenue by business segment • The order book increased to £60.1 billion, 53% Civil aerospace up four per cent, adjusted for the IAE disposal. 20% Defence aerospace Order intake was £16.1 billion in the year. 8% Energy reportDirectors’ • Underlying revenue increased eight per cent to 18% Marine £12.2 billion, including 12 per cent growth in 1% Engine Holding original equipment (OE) revenue and five per cent growth in underlying services revenue. • Underlying services revenue increased in all four business segments: Civil, Defence, Marine and Energy and, in Engine Holding. • Underlying profit before tax increased 24 per cent to £1,429 million reflecting revenue growth, revenue mix, unit cost reduction, a contribution from Tognum and IAE restructuring. Marine Energy £2,249m £294m £962m £21m Underlying revenue 2012 Underlying profit 2012 Underlying revenue 2012 Underlying profit 2012 £147 million orders from Brazil for drill ships and Six RB211s ordered by PetroChina for pipeline project offshore vessels Services grew and investment 24/7 support MT7 chosen to power US Navy future hovercraft desk completed £1.1 billion order for UK naval nuclear reactor Nuclear agreements signed with AREVA and Hitachi core programme With over 4,800 gas turbines sold, and more than Rolls-Royce has a world-leading range of capabilities in 130 million hours of operating experience gained, the marine market, encompassing the design, supply and our Energy business plays a critical role in supporting support of power and propulsion systems. We provide global infrastructure. Our technology powers offshore comprehensive through-life support from a global platforms, transports oil and gas through pipelines and network of service facilities. generates dependable electricity. Revenue mix Revenue mix 57% OE revenue 36% OE revenue 43% Services revenue 64% Services revenue Rolls-Royce plc Directors’ report and fi nancial statements 2012 4 Directors’ report Chief Executive’s review In 2012, Rolls-Royce continued to build the capacity required to 1. Deliver on the promises we have made deliver our £60 billion order book. Among these investments, we The quality of the products and services we supply is measured opened a new engine test and assembly facility at Seletar in across the Group and has shown steady improvement. Increased Singapore that is now producing Trent 900 engines. We announced focus on delivery has led to significant improvement in widebody an expansion of our facilities at Crosspointe in Virginia, US, where engines in Civil aerospace and in our Marine products. Across the we will produce turbine blades and nozzle guide vanes. In South Group, we are investing in a wide range of projects that will America, construction of a new assembly plant to support our improve operational performance and reduce cost. This includes Energy and Marine businesses is well advanced and will open later continuing investment in modernising our IT infrastructure that is this year. In the UK, as well as having opened our new apprentice a key enabler for our business. academy in Derby, we are developing a new turbine blade facility in Rotherham and a new disc factory in Washington, Tyne and Wear. Significant milestones have been achieved in our major programmes. In the past decade, Rolls-Royce has transformed its business. Today These include: in Civil aerospace, the certification of the Trent XWB we are more global, with over half our order book from the Middle engine (in February 2013) that will power the Airbus A350 XWB, the East and Asia. Our portfolio has become more diversified, both launch of the Trent 1000-TEN that will power Boeing 787s entering through organic growth and acquisition, and we have significantly service from 2016 and, the entry into service of the BR725 engine increased the revenues generated from servicing the power powering the new Gulfstream G650 corporate jet. In Defence systems we produce. During 2012, we changed the way we describe aerospace, the short take-off and vertical landing (STOVL) variant our vision, values and strategy to reflect better the Group we have of the F-35B Lightning II Joint Strike Fighter entered service with the become, to set clear direction for the future and to reinforce US Marine Corps and deliveries were made to the UK MoD. standards in the way we conduct business: In Marine, gas turbine power and propulsion equipment was Values – trusted to deliver excellence delivered for the US Navy’s Littoral Combat Ship and the UK’s Queen Elizabeth class aircraft carriers. And, in Energy, we expanded our Vision – better power for a changing world fleet of gas turbine compressor units through contracts for China’s Strategy – understanding our customers, West-East Pipeline Project (WEPP) and the Uzbekistan section of the innovation, profitable growth Asia Trans Gas (ATG) pipeline. These are described on pages 6- 7. 2. Decide where to grow and where not to We continue to invest in capacity to fulfil our order book and in As well as looking at the expression of our vision, values and technology to expand our portfolio. strategy, we have made an important structural change, bringing together our Civil and Defence businesses to create one Aerospace In Civil aerospace, we are committed to investing in the widebody, division with an integrated supply chain. This change, effective narrowbody and corporate market segments. In Defence aerospace, from 1 January 2013, will improve accountability and align our we continue to see opportunities both in developing economies and business more closely with our customers’ requirements. in our traditional markets, despite the pressure on government spending. In Marine, offshore oil and gas remains a fast growing The priorities for the business remain the same as last year: market and, in Energy, we continue to invest in our Civil Nuclear 1. Deliver on the promises we have made business where we believe Rolls-Royce can play an important part 2. Decide where to grow and where not to supporting both existing and new build nuclear capacity. Our 3. Improve financial performance. acquisition of Tognum, in a joint venture with Daimler, expands our Marine and Energy portfolios and brings significant opportunities In 2012, we have made progress towards these objectives. for synergies. 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.