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At December 31, 2005

Incorporated within the UK — held by Rolls-Royce Group plc

Rolls-Royce plc	Principal trading/holding company
Incorporated within the UK — held by Rolls-Royce plc unless otherwise stated
Civil aerospace
Rolls E.L. Turbofans Limited	Engine support services/holding company
Rolls-Royce General Partner Limited1	Management company
Rolls-Royce Total Care Services Limited	Aftermarket support services
Marine
Rolls-Royce Marine Electrical Systems Limited2	Marine electrical systems
Rolls-Royce Marine Power Operations Limited	Nuclear submarine propulsion systems
Energy
Rolls-Royce Fuel Cell Systems Limited	Development of fuel cell systems
Financial services and corporate
Rolls-Royce Aircraft Management Limited	Sales finance and other financial services
Rolls-Royce Capital Limited3	Sales finance and other financial services
Rolls-Royce International Limited	International support and commercial information services
Rolls-Royce Leasing Limited	Engine leasing
Rolls-Royce Overseas Holdings Limited	Holding company
Rolls-Royce Overseas Investments Limited4	Holding company
Rolls-Royce Power Engineering plc	Power generation and marine systems
Rolls-Royce Power Ventures Limited	Provision of project development capabilities
Vinters Engineering plc5	Holding company
Vinters plc	Holding company

1. The interest is held by Rolls-Royce Supplies Limited.
2. The interest is held by Rolls-Royce Power Engineering plc.
3. This subsidiary acts as an agent of Rolls-Royce plc.
4. The interest is held by Rolls-Royce Overseas Holdings Limited.
5. The interest is held by Vinters plc.

The above companies operate principally in the UK and the effective Group interest is 100 per cent, other than Rolls-Royce Fuel Cell Systems Limited which is 75 per cent.

Incorporated overseas — held by Rolls-Royce plc unless otherwise stated

Civil aerospace
Brazil	Rolls-Royce Brasil Limitada	Repair and overhaul
France	Rolls-Royce Technical Support SARL1	Project support
Germany	Rolls-Royce Deutschland Ltd & Co KG2	BR700 series engine development and manufacture
Italy	Europea Microfusioni Aerospaziali S.p.A.	Manufacture of castings
USA	Rolls-Royce Corporation3	Design, development and manufacture of gas turbine engines
USA	Rolls-Royce Engine Services - Oakland Inc.4	Repair and overhaul
Defence
USA	Rolls-Royce Defense Services Inc.5	Repair and overhaul
Marine
China	Rolls-Royce Marine (Shanghai) Limited6	Manufacture and supply of marine equipment
Finland	Rolls-Royce OY AB7	Manufacture of winches and propeller systems
Norway	Rolls-Royce Marine AS7	Design and manufacture of ship equipment/holding company
Norway	Ulstein Holding AS8	Holding company
Sweden	Kamewa Holding AB7	Holding company
Sweden	Rolls-Royce AB9	Manufacture of propeller systems
USA	Rolls-Royce Commercial Marine Inc.10	Aftermarket support services
USA	Rolls-Royce Naval Marine Inc.5	Design and manufacture of ship propellers
Energy
Canada	Rolls-Royce Canada Limited11	Industrial gas turbines and aero-engine sales, service and overhaul
India	Rolls-Royce Energy Systems India Private Limited1	Project management and customer support
Singapore	Rolls-Royce Pte Limited1	Engine and turbine compression systems, spares
USA	Rolls-Royce Energy Systems Inc.5	Turbine generator packages
Financial services and corporate
Canada	Rolls-Royce Holdings Canada Inc.	Holding company
Guernsey	Nightingale Insurance Limited1	Insurance services
India	Rolls-Royce Operations (India) Pvt Limited1	Provision of support services
USA	Rolls-Royce North America (USA) Holdings Co.12	Holding company
USA	Rolls-Royce North America Holdings Inc.13	Holding company

1. The interests are held by Rolls-Royce Overseas Holdings Limited.
2. The interest is held as follows: 49.5 per cent Rolls-Royce Erste Beteiligungs GmbH, 50.5 per cent Rolls-Royce Zweite Beteiligungs GmbH.
3. The interest is held by Rolls-Royce Asset Management Inc.
4. The interest is held by Rolls-Royce Defense Services Inc.
5. The interests are held by Rolls-Royce North America Holdings Inc.
6. The interest is held by Rolls-Royce Marine Asia Limited.
7. The interests are held by Vinters International Limited.
8. The interest is held by Rolls-Royce Marine AS.
9. The interest is held by Kamewa Holding AB.
10. The interest is held by Rolls-Royce Naval Marine Inc.
11. The interest is held by Rolls-Royce Holdings Canada Inc.
12. The interest is held by Rolls-Royce Overseas Investments Limited.
13. The interest is held by Rolls-Royce North America (USA) Holdings Co.

The above companies operate principally in the country of their incorporation.

The effective Group interest is 100 per cent, other than Europea Microfusioni Aerospaziali S.p.A. which is 51 per cent.

A list of all subsidiary undertakings will be included in the Company's annual return to Companies House.