As filed with the Securities and Exchange Commission on March 7, 2017February 28, 2019

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM20-F

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

Or

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20162018

Or

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Or

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:1-13334

Commission file number:1-13334Commission file number: 1-13688
RELX PLCRELX NV
(Exact name of Registrant as specified in its charter)(Exact name of Registrant as specified in its charter)
EnglandThe Netherlands
(Jurisdiction of incorporation or organisation)(Jurisdiction of incorporation or organisation)
1-3 Strand, London, WC2N 5JR, EnglandRadarweg 29, 1043 NX, Amsterdam, The Netherlands
(Address of principal executive offices)(Address of principal executive offices)
Henry UdowJans van der Woude
Company SecretaryCompany Secretary
RELX PLCRELX NV
1-3 Strand, London, WC2N 5JR, EnglandRadarweg 29, 1043 NX, Amsterdam, The Netherlands
011 44 20 7166 5500011 31 20 485 2222
henry.udow@relx.comj.vanderwoude@relx.com
(Name, telephone,e-mail and/or facsimile number and address of
Company Contact Person)
(Name, telephone,e-mail and/or facsimile number and address of
Company Contact Person)

RELX PLC

(Exact name of Registrant as specified in its charter)

England

(Jurisdiction of incorporation or organisation)

1-3 Strand, London, WC2N 5JR, England

(Address of principal executive offices)

Henry Udow

Company Secretary

RELX PLC

1-3 Strand, London, WC2N 5JR, England

011 44 20 7166 5500

henry.udow@relx.com

(Name, telephone,e-mail and/or facsimile number and address of

Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class

  

Name of exchange on which

registered

RELX PLC:

American Depositary Shares
(each representing one RELX PLC ordinary share)

  New York Stock Exchange

Ordinary shares of 14 51/116p each
(the “RELX PLC ordinary shares”)

  New York Stock Exchange*

RELX NV:

American Depositary Shares
(each representing one RELX NV ordinary share)3.500% Guaranteed Notes due 2023

  New York Stock Exchange

Ordinary shares of €0.07 each
(the “RELX NV ordinary shares”)1.300% Guaranteed Notes due 2025

  New York Stock Exchange*Exchange

 

*

Listed, not for trading, but only in connection with the listing of the applicable Registrant’s American Depositary Shares issued in respect thereof.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

Indicate the number of outstanding shares of each of the issuers’issuer’s classes of capital or common stock as of December 31, 2016:2018:

 

RELX PLC:

  Number of outstanding shares

Ordinary shares of 14 51/116p each

  1,144,122,623

RELX NV:

Ordinary shares of €0.07 each

1,019,893,4041,961,889,715

 

Indicate by check mark if the registrants areregistrant is a well-known seasoned issuers,issuer, as defined in Rule 405 of the Securities Act.

Yes                ☑                 No                ☐

If this report is an annual or transition report, indicate by check mark if the registrants areregistrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes                ☐                 No                ☑

Indicate by check mark whether the registrantsregistrant (1) havehas filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) havehas been subject to such filing requirements for the past 90 days.

Yes                ☑                 No                ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes                                 No                ☐

Indicate by check mark whether the registrants areregistrant is a large accelerated filers,filer, accelerated filers, orfiler,non-accelerated filers.filer or emerging growth company. See definition of “accelerated filer,” “large accelerated filer” and large accelerated filer”“emerging growth company” in Rule12b-2 of the Exchange Act.

Large accelerated filer   ☑Accelerated filer   ☐Non-accelerated filer   ☐
Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

Large accelerated filer  ☑                             Acceleratedfiler  ☐                            Non-accelerated filer  ☐† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrants haveregistrant has used to prepare the financial statements included in this filing.

☐    US GAAP            ☑     International Financial Reporting Standards as issued by the International Accounting Standards Board                ☐    Other

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrants haveregistrant has elected to follow:

Item  17        ☐                     Item  18        ☐

If this is an annual report, indicate by check mark whether the registrants areregistrant is a shell companiescompany (as defined in Rule12b-2 of the Exchange Act).

Yes                ☐                   No                ☑

 

 

 


TABLE OF CONTENTS

 

     Page 

GENERAL

   1 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

   2 

PART I

  3 

ITEM 1:

 

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

   N/A 

ITEM 2:

 

OFFER STATISTICS AND EXPECTED TIMETABLE

   N/A 

ITEM 3:

 

KEY INFORMATION

   3 
 

Selected Financial Data

   3 

Exchange Rates

5
 

Risk Factors

   65 

ITEM 4:

 INFORMATION ON THE GROUP   98 
 

Business Overview

   98 
 

Organisational Structure

   109 
 

History and Development

   109 
 

Property, Plant and Equipment

   1110 

Intellectual Property

10
 

Government Regulation

   1110 

ITEM 4A:

 

UNRESOLVED STAFF COMMENTS

   N/A 

ITEM 5:

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

   1312 
 

Operating Results — The Group

   1312 
 

Liquidity and Capital Resources — The Group

   2423 
 

Short-Term Borrowings

   2625 

Intellectual Property

27
 

Trend Information

   2726 

ITEM 6:

 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES   2827 
 

Directors

   2827 
 

Senior Management

   2827 
 

Compensation

   2927 
 

Share Ownership

   3130 
 

Board Practices

   34 
 

Employees

   3634 

ITEM 7:

 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS   3735 
 

Major Shareholders

   3735 
 

Related Party Transactions

   3835 

ITEM 8:

 FINANCIAL INFORMATION   3936 

ITEM 9:

 THE OFFER AND LISTING   4037 
 

Trading Markets

   4037 

ITEM 10:

 ADDITIONAL INFORMATION   4238 
 

Articles of Association

   4238 
 

Exchange Controls

   4741 
 

Taxation

   4841 
 

Documents on Display

   5043 

ITEM 11:

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   5144 

ITEM 12:

 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES   5346 


PART II

   Page47 

PART II

ITEM 13:

 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES   N/A 

ITEM 14:

 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS   N/A 

ITEM 15:

 CONTROLS AND PROCEDURES   5447 


Page

ITEM 16A:

 AUDIT COMMITTEE FINANCIAL EXPERT   5749 

ITEM 16B:

 CODES OF ETHICS   5749 

ITEM 16C:

 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

   5750 

ITEM 16D:

 

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

   N/A 

ITEM 16E:

 

PURCHASES OF EQUITY SECURITIES BY THE ISSUERSISSUER AND AFFILIATED PURCHASERS

   5851 

ITEM 16F:

 

CHANGE IN REGISTRANTS’REGISTRANT’S CERTIFYING ACCOUNTANT

58

ITEM 16G:

CORPORATE GOVERNANCE59

ITEM 16H:

MINE SAFETY DISCLOSURE   N/A 

ITEM 16G:

PART IIICORPORATE GOVERNANCE

  52 

ITEM 16H:

MINE SAFETY DISCLOSURE

N/A

PART III

F-1

ITEM 17:

 

FINANCIAL STATEMENTS*

   F-1 

ITEM 18:

 

FINANCIAL STATEMENTS

   F-1 
 

Report of Independent Registered Public Accounting Firm

   F-2 
 

Glossary of terms

   S-1 

ITEM 19:

 

EXHIBITS

   S-3 

 

*

The registrants haveregistrant has responded to Item 18 in lieu of responding to this Item.


 

THIS PAGE INTENTIONALLY BLANK

 

 

 


GENERAL

RELX PLC is a holding company. Itpublicly-held entity. RELX PLC owns 52.9%all of the shares of RELX Group plc.Group’s operating businesses and financing activities.

RELX NV is a holding company. It owns 47.1% of the shares of RELX Group plc.

As used in this Annual Report on Form20-F, the terms “the Group”, “RELX Group”“Group”, “RELX”, “we,”“we”, “our” or “us” refer collectively to RELX PLC and its subsidiaries, associates and joint ventures. For dates and periods ended before the corporate simplification on September 8, 2018, as described under “Item 4: Information on the Group — History and Development” on page 9, such terms refer collectively to RELX PLC, RELX NV, RELX Group plc and its subsidiaries, associates and joint ventures. RELX PLC and RELX NV are also referred to herein as the “parent companies.” Additional terms are defined in the Glossary of Terms on pagesS-1 andS-2.

In this annual report, references to US dollars, $ and ¢ are to US currency; references to sterling, £, pence or p are to UK currency; references to euro and € are to the currency of the European Economic and Monetary Union.

Statements regarding our competitive position included herein were obtained from internal surveys, market research, publicly available information and industry publications. While we believe that the market research, publicly available information and industry publications we use are reliable, we have not independently verified market and industry data from third-party sources. Moreover, while we believe our internal surveys are reliable, they have not been verified by any independent source.

This document contains references to the RELX Group website, either within the document or incorporated by reference. Information not specifically stated as being incorporated by reference fromto the RELX Group website or any other website referenced is not incorporated into this document and should not be considered part of this document.

Pursuant to Rule12b-23(a) of the US Securities Exchange Act of 1934, as amended (the “Exchange Act”), certain information in this Annual Report on Form20-F is being incorporated by reference to the Group’sRELX Annual ReportsReport and Financial Statements 20162018 appended hereto as Exhibit 15.2. With the exception of the items and pages so specified, the Group’sRELX Annual ReportsReport and Financial Statements 20162018 are not deemed to be filed as part of this Form20-F.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This documentannual report contains a number of forward-looking statements within the meaning of Section 27A of the United StatesUS Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act, of 1934, as amended, with respect to:to, among others:

 

  

our financial condition;

 

  

our results of operations;

 

  

our competitive positions;

 

  

the features and functions of and markets for the products and services we offer; and

 

  

our business plans and strategies.

We consider any statements that are not historical facts to be “forward-looking statements”. These statements are based on the current expectations of the management of our businesses and are subject to risks and uncertainties that could cause actual results or outcomes to differ from those expressed in any forward-looking statement. These differences could be material; therefore, you should evaluate forward-looking statements in light of various important factors, including those set forth or incorporated by reference in this document.annual report.

Important factors that could cause our actual results to differ materially from estimates or forecasts contained in the forward lookingforward-looking statements include, among others:

 

  

current and future economic, political and market forces;

 

  

changes in law and legal interpretation affecting our intellectual property rights and internet communications;

 

  

regulatory and other changes regarding the collection or use of third-party content and data;

 

  

changes to the levels or models of government funding for, or spending by academic institutions;

 

  

demand for our products and services;

 

  

competitive factors in the industries in which we operate;

 

  

ability to realise the future anticipated benefits of acquisitions;

 

  

significant failure or interruption of our systems;

 

  

compromises of our data security systems or other unauthorised access to our databases;

 

  

failure to comply with FTC Settlement Orders;settlement orders by the US Federal Trade Commission (“FTC”);

 

  

failure of third parties to whom we have outsourced business activities;

 

  

our ability to retain high-quality management and skilled individuals;management;

 

  

changes in the market values of defined benefit pension scheme assets and in the market related assumptions used to value scheme liabilities;

 

  

legislative, fiscal,changes in tax laws and regulatory developments and political risks;uncertainty in their application;

 

  

exchange rate fluctuations;

 

  

adverse market conditions or downgrades to the credit ratings of our debt;

 

  

breaches of generally accepted ethical business standards or applicable laws;

 

  

our ability to manage our environmental impact;

failure to realise our assumptions regarding goodwill and indefinite lived intangible assets; and

 

  

other risks referenced from time to time in the filings of RELX PLC and RELX NV with the Securities and Exchange Commission (the “SEC”), including the risks described in Item 3 under the heading “Risk Factors” in this annual report.

The terms “estimate”, “project”, “plan”, “intend”, “expect”, “should be”“should”, “will be”“could”, “will”, “believe”, “trends” and similar expressions identifymay indicate a forward-looking statements. These forward-lookingstatement. Forward-looking statements are found at various places throughout this annual report and the other documentsinformation incorporated by reference in this annual report.

You should not place undue reliance on these forward-looking statements, which speak only as of the date of this annual report. Except as may be required by law, we undertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this annual report or to reflect the occurrence of unanticipated events.

PART I

ITEM 3: KEY INFORMATION

SELECTED FINANCIAL DATA

THE GROUP

The selected consolidated financial data for the Group should be read in conjunction with, and is qualified by, the consolidated financial statements for RELX Group which are set forth on pages 119121 to 167 of the Group’sRELX Annual ReportsReport and Financial Statements, 2016,2018 and incorporated herein by reference to Exhibit 15.2.

RELX PLC and RELX NV are separate,is a publicly-held entities.entity. RELX PLC and RELX NV jointly own RELX Group plc which holdsowns all of the Group’s operating businesses and financing activities. The Directors have concluded that the Group forms a single reporting entity for the presentation of consolidated financial statements and, accordingly, the Group’s consolidated financial information represents the interests of both sets of shareholders and is presented by both RELX PLC and RELX NV as their respective consolidated financial statements.

The consolidated financial statements are prepared in accordance with accounting policies that are in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and as adopted by the European Union (“EU”). The selected financial data for the Group (in £) as at December 31, 2016,2018, 2017 and 20152016 and for the years ended December 31, 2016, 20152018, 2017 and 20142016 set out below has been extracted or derived from the audited consolidated financial statements, set forth on pages 119121 to 167 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and incorporated herein by reference to Exhibit 15.2. The selected financial data for the Group as at December 31, 2014, 20132015 and 20122014 and for the years ended December 31, 20132015 and 20122014 set out below has been extracted or derived from our audited financial statements, which are not included herein. The selected financial data for the Group as at a date and for any period ended before the year endedcorporate simplification on September 8, 2018 is presented on a consolidated basis for RELX PLC and RELX NV as a single reporting entity, unless indicated otherwise.

A further description of our corporate structure as of December 31, 2012 has been restated for2018 is contained in note 1 to our consolidated financial statements under heading the adoption‘Basis of International Accounting Standard (“IAS”) 19 Employee Benefits (revised), which was adopted inpreparation and accounting policies’ on page 126 and under the year ended December 31, 2013.heading ‘Corporate simplification and structure’ on page 72 of the RELX Annual Report and Financial Statements 2018 and incorporated herein by reference to Exhibit 15.2.

Consolidated Income Statement Data(1)

 

  For the year ended December 31, 
  For the year ended December 31,     2018     2017(5)     2016(5)     2015     2014   
    2016       2015       2014       2013       2012   
Restated
   (in millions) 
  (in millions) 

Amounts in accordance with IFRS:

                

Revenue

  £6,895   £5,971   £5,773   £6,035   £6,116   £7,492  £7,341  £6,889  £5,971  £5,773 

Operating profit(2)

   1,708    1,497    1,402    1,376    1,333    1,964  1,905  1,708  1,497  1,402 

Net finance costs

   (195   (174   (162   (196   (227   (211 (199 (213 (174 (162

Disposals and othernon-operating items(3)

   (40   (11   (11   16    45    (33 15  (36 (11 (11

Profit before tax

   1,473    1,312    1,229    1,196    1,151    1,720  1,721  1,459  1,312  1,229 

Tax expense(4)

   (304   (298   (269   (81   (102   (292 (65 (301 (298 (269

Net profit for the year

   1,169    1,014    960    1,115    1,049    1,428  1,656  1,158  1,014  960 

Net profit for the year attributable tonon-controlling interests

   (8   (6   (5   (5   (5   (6 (8 (8 (6 (5

Net profit attributable to parent companies’ shareholders

   1,161    1,008    955    1,110    1,044 

Net profit attributable to RELX PLC shareholders

  £1,422  £1,648  £1,150  £1,008  £955 

Consolidated Statement of Financial Position Data(1)

 

  As at December 31, 
  As at December 31,   2018   2017(5)   2016(5)   2015   2014 
  2016   2015   2014   2013   2012   (in millions) 
  (in millions) 

Amounts in accordance with IFRS:

                    

Total assets

  £13,323   £11,185   £11,087   £10,495   £11,014   £13,999   £12,632   £13,714   £11,185   £11,087 

Non-current borrowings

   (3,684   (3,278   (3,149   (2,633   (3,162   (4,973   (4,491   (4,087   (3,278   (3,149

Net assets

   2,358    2,178    2,137    2,423    2,314    2,359    2,313    2,308    2,178    2,137 

Non-controlling interests

   (38   (34   (31   (33   (34   (30   (21   (38   (34   (31

Shareholders’ equity

   2,320    2,144    2,106    2,390    2,280   £2,329   £2,292   £2,270   £2,144   £2,106 

 

(1)

The consolidated financial data is prepared in accordance with accounting policies that are in conformity with IFRS as issued by the IASB and as adopted by the EU. With the exception of earnings per share (EPS) as set out below, the income statement figures for 2012 and statement of financial position figures for 2013 and 2012 have been extracted or derived from the combined financial data for theIASB.

years ended December 31, 2013 and 2012, not included herein, and the year ended December 31, 2012 has been restated for the adoption of IAS19 Employee Benefits (revised), which was adopted by the Group in the year ended December 31, 2013. The consolidated financial data for the years ended December 31, 2013 and 2012 are the same in all respects as the combined financial data previously reported, except for changes to the calculation of earnings per share set out below.

 

(2)

Operating profit is stated after charging £346£288 million in respect of amortisation of acquired intangible assets (2015:(2017: £314 million; 2016: £346 million; 2015: £296 million; 2014: £286 million; 2013: £318 million; 2012: £329 million); £51£84 million in respect of acquisition relatedacquisition-related costs (2015:(2017: £56 million; 2016:

£51 million; 2015: £35 million; 2014: £30 million; 2013: £43 million; 2012: £21 million) and a £10; £11 million expense in respect of taxation in joint ventures (2015:(2017: £10 million expense; 2016: £10 million expense; 2015: £6 million credit; 2014: £21 million expense; 2013: £12expense) and includes finance income from joint ventures and associates of £1 million expense; 2012: £5(2017: £1 million expense)income; 2016: £1 million income; 2015: nil; 2014: nil).

 

(3)

Disposals and othernon-operating items comprise an £27a £22 million loss on disposal of businesses and assets held for sale (2015:(2017: £10 million gain; 2016: £23 million loss; 2015: £8 million loss; 2014: £19 million loss; 2013: £11 million gain; 2012: £86 million gain)loss), no charge in respect of property provisions on disposed businesses (2015:(2017: nil; 2016: nil; 2015: £11 million; 2014: nil; 2013: nil; 2012: £60 million)nil), and a £13an £11 million loss relating to the revaluation of held for trading investments (2015:(2017: £5 million gain; 2016: £13 million loss; 2015: £8 million gain; 2014: £8 million gain; 2013: £5 million gain; 2012: £19 million gain).

 

(4)

Tax expense in 20162018 includes aone-off tax credit of £112 million relating to the substantial resolution of certain prior year tax matters and the deferred tax effect of tax rate reductions in the Netherlands and the United States. In 2017 a £346 millionone-off tax credit was recognized relating to aone-offnon-cash credit from a deferred tax credit of nil (2015: nil; 2014: nil; 2013: £221 million; 2012: nil). In 2013adjustment arising from the credit arose on the alignment of certain business assets with their global management structure. It also includes an exceptional prior year tax credit of nil (2015: nil; 2014: nil; 2013: nil; 2012: £96 million). In 2012 the credit related to the resolution of a number of significant tax matters.US Tax Cuts and Jobs Act.

(5)

The 2017 and 2016 results have been restated for the retrospective adoption of IFRS 9 — ‘Financial instruments’, 15 — ‘Revenue from contracts with customers’ and 16 — ‘Leases’.

Earnings per share and dividends

 

   For the year ended December 31, 
   2016   2015   2014   2013   2012
Restated
 
   (in millions, except per share amounts) 

Amounts in accordance with IFRS(1):

          

RELX PLC

          

Earnings per RELX PLC ordinary share

   56.3p    46.4p    43.0p    49.0p    45.0p 

Diluted earnings per RELX PLC ordinary share

   55.8p    46.0p    42.5p    48.3p    44.1p 

Dividends per RELX PLC ordinary share(2)

   32.55p    26.40p    24.95p    23.65p    21.90p 

Weighted average number of shares(3)

   1,091.0    1,116.2    1,140.2    1,172.2    1,200.6 

RELXNV(4)

          

Earnings per RELX NV share

   56.3p    49.4p    45.8p    51.6p    47.4p 

Diluted earnings per RELX NV share

   55.8p    48.9p    45.3p    51.0p    46.5p 

Dividends per RELX NV ordinary share(2)

   €0.410    €0.400    €0.383    €0.329    €0.304 

Weighted average number of shares(3)

   971.3    992.4    1,014.2    1,038.5    1,062.7 
   For the year ended December 31, 
   2018   2017(3)   2016(3)   2015   2014 
   (in millions, except per share amounts) 

Amounts in accordance with IFRS:

          

RELX PLC

          

Earnings per RELX PLC ordinary share

   71.9p    81.6p    55.8p    46.4p    43.0p 

Diluted earnings per RELX PLC ordinary share

   71.4p    81.0p    55.3p    46.0p    42.5p 

Dividends per RELX PLC ordinary share(1)

   40.1p    37.4p    32.55p    26.40p    24.95p 

Weighted average number of shares(2)

   1,977.2    2,019.4    2,062.3    2,108.6    2,154.4 

 

(1)With effect from 6 April 2016, the UK government has abolished tax credits on dividends paid after this date, including the 2015 final dividend, which was paid in May 2016. As a result of the abolition of this credit, dividends and therefore earnings per share are equal for both RELX PLC and RELX NV in 2016. In calculating earnings per share of the Group up until the end of 2015 (prior to the abolition of the tax credit), the earnings for each class of share were calculated on the basis that earnings are fully distributed. The Group’s usual practice is for only a portion of earnings to be distributed by way of dividends. Until the end of 2015, dividends paid to RELX PLC and RELX NV shareholders were, other than in special circumstances, equalised at the gross level inclusive of the prevailing UK tax credit available to certain RELX PLC shareholders. The allocation of earnings between the RELX PLC shares and the RELX NV shares reflected the differential in dividend payments declared as a result of the tax credit, with the balance of earnings assumed to be distributed as a capital distribution, in equal amounts per share. For further information on the calculation of EPS, please see note 11 to the consolidated financial statements set forth on page 140 and 141 of the Group’s Annual Reports and Financial Statements 2016 incorporated herein by reference to Exhibit 15.2.

(2)RELX PLC dividends paid in the year, in amounts per ordinary share, comprise a 20152017 final dividend of 22.30p27.7p and 20162018 interim dividend of 10.25p12.4p giving a total of 32.55p.40.1p. The directors of RELX PLC have proposed a 20162018 final dividend of 25.70p (2015:29.7p (2017: 27.7p; 2016: 25.7p; 2015: 22.30p; 2014: 19.00p; 2013: 17.95p; 2012: 17.00p)19.00p), giving a total ordinary dividend in respect of the financial year of 35.95p (2015: 29.70p42.1p (2017: 39.4p 2016: 35.95p; 2015: 29.70p; 2014: 26.00p; 2013: 24.60p; 2012: 23.00p)26.00p). Translated at the December 31, 20162018 noon buying rate of $1.23$1.27 per £1.00, dividends paid in the year amount to $0.40$0.51 per RELX PLC ordinary share and total ordinary dividends in respect of the financial year amount to $0.44$0.53 per RELX PLC share. See “— Exchange Rates” on page 5.

RELX NV dividends paid in the year, in amounts per ordinary share, comprise a 2015 final dividend of €0.288 and 2016 interim dividend of €0.122 giving a total of €0.410. The directors of RELX NV have proposed a 2016 final dividend of €0.301 (2015: €0.288; 2014: €0.285; 2013: €0.243; 2012: €0.219), giving a total ordinary dividend in respect of the financial year of €0.423 (2015: €0.403; 2014: €0.383; 2013: €0.329; 2012: €0.304). Translated at the December 31, 2016 noon buying rate of $1.05 per €1.00, dividends paid in the year amount to $0.43 per RELX NV share and total ordinary dividends in respect of the financial year amount to $0.44 per RELX PLC share. See “— Exchange Rates” on page 5.

 

(3)(2)

Weighted average number of shares excludes shares held in treasury and shares held by the Employee Benefit Trust. Weighted average number of shares prior to 2018 includes RELX PLC and RELX NV shares.

 

(4)(3)RELX NV comparative amounts

The 2017 and 2016 results have been adjusted retrospectivelyrestated for the bonus share issue declared on June 30, 2015.retrospective adoption of IFRS 9, 15 and 16.

EXCHANGE RATES

For a discussion of the impact of currency fluctuations on the Group’s consolidated results of operations and consolidated financial position, see “Item 5: Operating and Financial Review and Prospects”.

The following tables illustrate, for the periods and dates indicated, certain information concerning the Noon Buying Rate for pounds sterling expressed in US dollars per £1.00 and for the euro expressed in US dollars per €1.00. The exchange rate on February 24, 2017 was £1.00 = $1.25 and €1.00 = $1.06.

US dollars per £1.00 — Noon Buying Rates

   Period 

Year ended December 31,

  End   Average(1)   High   Low 

2016

   1.23    1.36    1.48    1.22 

2015

   1.47    1.53    1.59    1.46 

2014

   1.56    1.65    1.72    1.55 

2013

   1.66    1.56    1.66    1.48 

2012

   1.62    1.59    1.63    1.53 

Month

   High   Low 

February 2017

 

   1.26    1.24 

January 2017

 

   1.26    1.21 

December 2016

 

   1.27    1.22 

November 2016

 

   1.25    1.22 

October 2016

 

   1.28    1.22 

September 2016

 

   1.34    1.30 

US dollars per €1.00 — Noon Buying Rates

    Period 

Year ended December 31,

  End   Average(1)   High   Low 

2016

   1.05    1.11    1.15    1.04 

2015

   1.09    1.11    1.21    1.05 

2014

   1.21    1.33    1.39    1.21 

2013

   1.38    1.32    1.38    1.28 

2012

   1.32    1.29    1.35    1.21 

Month

   High   Low 

February 2017

 

   1.08    1.06 

January 2017

 

   1.08    1.04 

December 2016

 

   1.08    1.04 

November 2016

 

   1.11    1.06 

October 2016

 

   1.12    1.09 

September 2016

 

   1.13    1.12 

(1)The average of the Noon Buying Rates on each business day during the relevant period.

Noon Buying Rates have not been used in the preparation of the consolidated financial statements but have been used for certain convenience translations where indicated.

RISK FACTORS

The principal risks facing our business are included below. Additional risks not presently known to us or that we currently deem immaterial may also impair our business.

Current and future economic, political and market forces, and dislocations beyond our control may adversely affect demand for our products and services.

Demand for our products and services may be adversely impacted by factors beyond our control, such as the economic environment in the United States, Europe and other major economies, political uncertainties (including the potential consequences of the United Kingdom’s vote to leavewithdrawal from the European Union)Union under Article 50 of the Treaty of Lisbon (“Brexit”)), acts of terrorismwar and civil unrest as well as levels of government and private funding provided to academic and research institutions.

Our intellectual property rights may not be adequately protected under current laws in some jurisdictions, which may adversely affect our results and our ability to grow.

Our products and services include and utilise intellectual property content.property. We rely on trademark, copyright, patent and other intellectual property laws to establish and protect our proprietary rights in this intellectual property. There is a risk that our proprietary rights could be challenged, limited, invalidated or circumvented, which may impact demand for and pricing of our products and services. Copyright laws are subject to national legislative initiatives, as well as cross border initiatives, such as those from the European Commission and increased judicial scrutiny in several jurisdictions in which we operate. This creates additional challenges for us in protecting our proprietary rights in content delivered through the internet and electronic platforms.

Regulatory and other changes regarding the collection orand use of third-party information by us or compromises of our data privacy controls and other unauthorized access to usour databases, could adversely affect our businesses.businesses and operations.

A number of ourOur businesses rely extensively upon content and data from external sources. Data is obtained from public records, governmental authorities, customers and other information companies, including competitors. Legal regulationsThe disruption or loss of data sources, either because of data privacy laws such as the European Union’s General Data Protection Regulation (“GDPR”), relating to internet communications, privacy and data protection,e-commerce, information governance and use of public records are becoming more prevalent worldwide. The disruption or loss of data sources, either because of changes in the law or because data suppliers decide not to supply them, may impose limits on our collection and use of certain kinds of information about individuals and our ability to communicate such information effectively with our customers.

Compromise of data privacy, through a failure of our cyber security measures, other data loss incidents or failure to comply with requirements for proper collection, storage and transmittal of data, by ourselves, or our third-party service providers, may damage our reputation and expose us to risk of loss, fines and penalties, litigation and increased regulation.

Changes in the payment model for our Scientific, Technical & Medicalscientific, technical and medical primary research products or alternative publication channels for our content could adversely affect our operations.

Our Scientific, Technical &and Medical (STM)(“STM”) primary research content, like that of most of our competitors, is sold largely on a paid subscription basis. There is continued debate in government, academic and library communities, which are the principal customers for our STM content, regarding to what extent such content should be funded instead through fees charged to authors or authors’ funders and/or made freely available in some form after a period following publication. Some of these methods, if widely adopted, could adversely affect our revenue from paid subscriptions.

We cannot assure you that there will be continued demand for our products and services.

Our businesses are dependent on the continued acceptance by our customers of our products and services and the value placed on them. Failure to meet evolving customer needs could impact demand for our products and services and consequently adversely affect our revenue or the long termlong-term returns from our investment in electronic product and platform initiatives.

We operate in a highly competitive and dynamic environment that is subject to rapid change.

Our businesses operate in highly competitive and dynamic markets, and the means of delivering our products and services, and the products and services themselves, continue to change in response to rapid technological innovations, legislative and regulatory changes, the entrance of new competitors and other factors. Failure to anticipate and quickly adapt to these changes could impact the competitiveness of our products and services and consequently adversely affect our revenue.

We may not realise all of the future anticipated benefits of acquisitions.

We supplement our organic development with selected acquisitions. If we are unable to generate the anticipated benefits such as revenue growth and/or cost savings associated with these acquisitions this could adversely affect return on invested capital and financial condition or lead to an impairment of goodwill.

A significant failure or interruption of our electronic delivery platforms, networks or distribution systems couldinfrastructure would adversely affect our businesses and operations.

Our businesses are dependent on electronic platforms and networks, primarily the internet, for delivery of our products and services. These could be adversely affected if our electronic delivery platforms, networks or networkssupporting infrastructure experience a significant failure, interruption or security breach.

Compromises of our cyber security systems and other unauthorisedunauthorized access to our databases, could adversely affect our businesses and operations.

Our businesses maintain online databases and information, including public records and other personal information. As part of maintaining this information andplatforms delivering our products and services, which we rely on, and provide data to third partyparties, including customers and service providers. These databases and information are susceptible to cyber attacks where external parties seeka target for compromise and face a risk of unauthorised access to our, or our users’, data.and use by unauthorised parties.

Our cyber security measures, and the measures used by our third partythird-party service providers, may not detect or prevent all attempts to compromise our systems, which may jeopardise the security of the data we maintain or may disrupt our systems. Failures of our cyber security measures could result in unauthorised access to our systems, misappropriation of our or our users’ data, deletion or modification of stored information or other interruption to our business operations. As techniques used to obtain unauthorised access to or to sabotage systems change frequently and may not be known until launched against us or our third partythird-party service providers we may be unable to anticipate or implement adequate measures to protect against these attacks. attacks and our service providers and customers may likewise be unable to do so.

Compromises of our or our third partythird-party service providers’ systems, or failure to comply with applicable legislation or regulatory or contractual requirements could adversely affect our financial performance, damage our reputation and expose us to risk of loss, fines and penalties, litigation and increased regulation.

Our business, operations and reputation could be adversely affected by a failure to comply with FTC Settlement Orders.settlement orders.

We are subject to numerous and evolving laws and regulations designed to protect certain information and, through our Risk & Business Analytics business in the United States, we are party to two consent orders and two subsequent related supplemental orders embodying settlements, regarding our compliance with US federal laws governing consumer information and security-related issues, including certain fraudulent data access incidents. Failure to comply with these orders could result in civil penalties and adversely affect our business, operations and reputation.

Our businesses may be adversely affected by the failure of third parties to whom we have outsourced business activities.

Our organisational and operational structures are dependentdepend on outsourced and offshored functions.functions, including use of cloud service providers. Poor performance, failure or failurebreach of third parties to whom we have outsourced activities, could adversely affect our business performance, reputation and financial condition.

We may be unable to implement and execute our strategic and business plans if we cannot retainmaintain high-quality management and skilled individuals.management.

The implementation and execution of our strategies and business plans depend on our ability to recruit, motivate and retain skilled employees and management. We compete globally and across business sectors for talented management and skilled individuals, particularly those with technology and data analytics capabilities. An inability to recruit, motivate or retain such people could adversely affect our business performance. Failure to recruit and develop talent regardless of gender, race or other characteristics could adversely affect our reputation and business performance.

Changes in the market values of defined benefit pension scheme assets and in the assumptions used to value defined benefit pension scheme obligations may adversely affect our businesses.

We operate a number of pension schemes around the world, including local versions of the defined benefit type in the UK and the United States. The assets and obligations associated with those pension schemes are sensitive to changes in the market values of the scheme’s investments and the market-related assumptions used to value scheme liabilities. Adverse changes to asset values, discount rates, longevity assumptions or inflation could increase future pension costs and funding requirements.

Changes in tax laws or uncertainty over their application and interpretation may adversely affect our reported results.

Our businesses operate globally, and our profits are subject to taxation in many differingdifferent jurisdictions and at differing tax rates. In October 2015, theThe Organisation for EconomicCo-operation and Development (the “OECD”(“OECD”) issued its’s reports on Base Erosion and Profit Shifting, which suggestsuggested a range of new approaches that national governments might adopt when taxing the activities of multinational enterprises. The OECD continues to explore options around the taxation of the digital economy. As a result of the OECD projectOECD’s work and other international initiatives, tax laws that currently apply to our businesses may be amended by the relevant authorities or interpreted differently by them, and these changes could adversely affect our reported results.

Fluctuations in exchange rates may affect our results.

The RELX Group consolidated financial statements are expressed in pounds sterling and are subject to movements in exchange rates on the translation of the financial information of businesses whose operational currencies are other than sterling. The United States is our most important market and, accordingly, significant fluctuations in the US dollar exchange rate could significantly affect our reported results. We also earn revenues and incur costs in a range of other currencies, including the euro and the yen and significant fluctuations in these exchange rates could also significantly impact our reported results.

Market conditions and credit ratings may affect the availability and cost of funding.

Macroeconomic, political and market conditions may adversely affect the availability and terms of short and long-term funding, volatility of interest rates, the credit quality of our counterparties, currency exchange rates and inflation. The majority of our outstanding debt instruments are, and any of our future debt instruments may be, publicly rated by independent rating agencies. Our borrowing costs and access to capital may be adversely affected if the credit ratings assigned to our debt are downgraded.

Breaches of generally accepted ethical business standards or applicable statutes concerning bribery could adversely affect our reputation and financial condition.

As a leadingglobal provider of professional information solutions to the STM, riskRisk & business analytics, legal,Business Analytics, Legal and exhibitionsExhibitions markets we, our employees and major suppliers are expected to adhere to high standards of independence and ethical conduct, including those related to anti-bribery and anti-corruption, sanctions, promoting human rights and principled business conduct. A breach of generally accepted ethical business standards or applicable anti-bribery and anti-corruption, sanctions or competition statutes concerning bribery could adversely affect our business performance, reputation and financial condition.

Failure to manage our environmental impact could adversely affect our businesses and reputation.

Our businesses have an impact on the environment, principally through the use of energy and water, waste generation and, in our supply chain, through paper use and print and production technologies. Failure to manage our environmental impact could adversely affect our reputation.

Our impairment analysis of goodwill and indefinite lived intangible assets incorporates various assumptions which are highly judgmental. If these assumptions are not realised,realized, we may be required to recogniserecognize a charge in the future for impairment.

As at December 31, 2016,2018, goodwill on the consolidated statement of financial position amounted to £6,392£6,899 million and intangible assets with an indefinite life amounted to £123£119 million. We conduct an impairment test at least annually, which involves a comparison of the carrying value of goodwill and indefinite lived intangible assets by cash generating unit with estimated values in use based on latest management cash flow projections. The assumptions used in the estimation of value in use are, by their very nature, highly judgmental, and include profit growth of the business over a five yearfive-year forecast period, the long termlong-term growth rate of the business thereafter, and related discount rates. There is no guarantee that our businesses will be able to achieve the forecasted results which have been included in the impairment tests and impairment charges may be required in future periods if we are unable to meet these assumptions.

ITEM 4: INFORMATION ON THE GROUP

BUSINESS OVERVIEW

RELX PLC is a holding company. Itpublicly-held entity. RELX PLC owns 52.9%all of the shares of RELX Group plc.Group’s operating businesses and financing activities.

RELX NV is a holding company. It owns 47.1% of the shares of RELX Group plc.

RELX Group is a global provider of informationinformation-based analytics and analyticsdecision tools for professional and business customers across industries.customers. The Group serves customers in more than 180 countries and has offices in about 40 countries. It employs approximatelyover 30,000 people of whom almost half are in North America.

We operate in four major market segments: Scientific, Technical & Medical; Risk & Business Analytics; Legal; and Exhibitions.

 

  

Scientific, Technical & Medical provides information and analytics that help institutions and professionals progress science, advance healthcare and improve performance.

 

  

Risk & Business Analytics provides customers with solutionsinformation-based analytics and decision tools that combine public and industry-specific content with advanced technology and analyticsalgorithms to assist them in evaluating and predicting risk and enhancing operational efficiency.

 

  

Legal is a leading global provider ofprovides legal, regulatory and business information and analytics that help professionalhelps customers make more informed decisions, increase their productivity, improve decision-making and serve their clients better.achieve better outcomes.

 

  

Exhibitions is the world’sa leading global events business, enhancing the power of face to face throughbusiness. It combinesface-to-face with data and digital tools to help customers learn about markets, source products and complete transactions at over 500 events a year, in more thanalmost 30 countries, attracting more than 7 million participants.

 

  Revenue Year ended December 31, 
  Revenue Year ended December 31,   2018 2017(1) 2016(1) 
  2016 2015 2014   (in millions, except percentages) 
  (in millions, except percentages) 

Scientific, Technical & Medical

  £2,320    34 £2,070    35 £2,048    36  £2,538    34 £2,473    34 £2,318    34

Risk & Business Analytics

   1,906    28   1,601    27   1,439    25    2,117    28  2,073    28  1,905    28 

Legal

   1,622    23   1,443    24   1,396    24    1,618    22  1,686    23  1,619    23 

Exhibitions

   1,047    15   857    14   890    15    1,219    16  1,109    15  1,047    15 
  

 

   

 

  

 

   

 

  

 

   

 

 
  

 

   

 

  

 

   

 

  

 

   

 

 

Total

  £6,895    100 £5,971    100 £5,773    100  £7,492    100 £7,341    100 £6,889    100
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

(1)

The 2017 and 2016 results have been restated for the retrospective adoption of IFRS 9, 15 and 16.

SCIENTIFIC, TECHNICAL & MEDICAL

The information set forth under the headings ‘Business Overview’, ‘Market opportunities’, ‘Strategic priorities’ and ‘Business model, distribution channels and competition’ on pages 14 to 1617 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 is incorporated herein by reference to Exhibit 15.2.

RISK & BUSINESS ANALYTICS

The information set forth under the headings ‘Business Overview’, ‘Market opportunities’, ‘Strategic priorities’ and ‘Business model, distribution channels and competition’ on pages 20 to 23 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 is incorporated herein by reference to Exhibit 15.2.

LEGAL

The information set forth under the headings ‘Business Overview’, ‘Market opportunities’, ‘Strategic priorities’ and ‘Business model, distribution channels and competition’ on pages 28 to 3031 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 is incorporated herein by reference to Exhibit 15.2.

EXHIBITIONS

The information set forth under the headings ‘Business Overview’, ‘Market opportunities’, ‘Strategic priorities’ and ‘Business model, distribution channels and competition’ on pages 34 to 3637 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 is incorporated herein by reference to Exhibit 15.2.

ORGANISATIONAL STRUCTURE

RELX PLC is a publicly-traded holding companypublicly-held entity with its shares listed on the London, and New York stock exchanges. Its principal asset is the shares it owns in RELX Group plc, which represent a 52.9% ownership interest in RELX Group plc.

RELX NV is a publicly-traded holding company with its shares listed on the Euronext Amsterdam and New York stock exchanges. Its principal asset isRELX PLC owns all of the shares it owns in RELX Group plc, which represent a 47.1% ownership interest in RELX Group plc.

RELX Group plc holds all theGroup’s operating businesses subsidiaries, interests in associates and joint ventures and financing activities of RELX Group, a global provider of information and analytics for professional and business customers across industries.activities.

Trading on the New York Stock Exchange is in the form of American Depositary Shares (ADSs) evidenced by American Depositary Receipts (ADRs) issued by Citibank N.A., as depositary.

A further description of our corporate structure as of December 31, 20162018 is contained in note 1 to our consolidated financial statements as set forthunder the heading ‘Basis of preparation and accounting policies’ on page 124126 and under the heading ‘Corporate simplification and structure’ on page 7172 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and incorporated herein by reference to Exhibit 15.2, including the parent companies’ equal voting interests in RELX Group plc.15.2.

Significant Subsidiaries, Associates, Joint Ventures and Business Units

A list of significant subsidiaries, associates, joint ventures and business units is included as Exhibit 8.0 to this Form20-F.

HISTORY AND DEVELOPMENT

Introduction

RELX NVPLC was originally incorporated in 1880 and RELX PLC in 1903. In 1993, theyRELX PLC combined with RELX NV by contributing their respective businesses by contributing them tointo two jointly owned companies. In 2015, the structure was simplified so that all of the businesses are nowwere owned by one jointly ownedcontrolled company, RELX Group plc. In 2018, the structure was further simplified whereby RELX NV merged into RELX PLC to form a single parent company, RELX NV andPLC. RELX PLC now owns 100% of the shares in RELX Group plc, (and itswhich in turn owns all of the operating businesses, subsidiaries associates and joint ventures) are together known as RELXfinancing activities of the Group. As part of this simplification, a bonus issue of RELX NV shares was made such that, following the bonus issue, one RELX PLC ordinary share confers an equivalent economic interest to one RELX NV ordinary share.

Material acquisitions and disposals

Total cash spent on acquisitions in the three years ended December 31, 2016,2018, was £1,011£1,468 million. Cash spent on acquisitions in 20162018 was £367£960 million (2015: £207(2017: £141 million; 2014: £4372016: £367 million) including deferred consideration of £24£16 million (2015: £25(2017: £13 million; 2014: £342016: £24 million) on past acquisitions and spend on venture capital investments of £6£13 million (2015: £16(2017: £10 million; 2014:2016: £6 million). Acquisition payments in respect ofnon-controlling interests in 20162018 were nil (2015:(2017: nil; 2014: £15 million)2016: nil).

Net cash outflowinflow in relation to disposals made in 2016,2018, after timing differences and separation and transaction costs, was £5 million (2017: £41 million inflow; 2016: £13 million (2015: £34 million received; 2014: £53 million received)outflow).

Capital expenditure

Capital expenditure on property, plant, equipment and internally developed intangible assets principally relates to the development of electronic products and investment in systems infrastructure, computer equipment and office facilities. Total such capital expenditure, which was financed using cash flows generated from operations, amounted to £333£365 million in 2016 (2015: £3072018 (2017: £355 million; 2014: £2702016: £332 million). The majority of capital expenditure is incurred in the United States, the United Kingdom and the Netherlands. In 2016,2018, there was continued investment in new products and related infrastructure, particularly in Legal and in Scientific, Technical & Medical. Further information on capital expenditure is included in notes 2, 1615 and 1817 to the consolidated financial statements under the headings ‘Revenue and is set forthsegment analysis’, ‘Intangible assets’ and ‘Property, plant and equipment’ on pages 127, 147131, 146 and 149 respectively of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and incorporated herein by reference to Exhibit 15.2.

Principal executive offices

The principal executive offices of RELX PLC are located at1-3 Strand, London WC2N 5JR, England. Tel: +44 20 7166 5500. The principal executive officesoffice of RELX NV are located at Radarweg 29, 1043 NX Amsterdam, the Netherlands. Tel: +31 20 485 2222. The principal executive offices of RELX Group plc are located at1-3 Strand, London, WC2N 5JR, England. Tel: +44 20 7166 5500. The principal executive officePLC located in the United States is at 230 Park Avenue, New York, New York, 10169. Tel: +1 212 309 8100. Our internet address is www.relx.com. The information on our website is not incorporated by reference into this report.

Our agent in the United States is Kenneth Thompson II, General Counsel Intellectual Property, Privacy and Governance, RELX Group;RELX; kenneth.thompson@relx.com, 9443 Springboro Pike, B4/F5/S14, Miamisburg, Ohio, 45342.

PROPERTY, PLANT AND EQUIPMENT

We own or lease approximately 292258 properties around the world.world as at December 31, 2018. The table below identifies the principal owned and leased properties in our property portfolio.portfolio as at December 31, 2018.

 

Location

  

Principal use(s)

  Floor space
(square feet)
 

Owned properties

    

Alpharetta, Georgia

  Office and data centre   406,000 

Miamisburg, Ohio

  Office   403,638 

Linn, Missouri

  Warehouse   246,260 

Leased properties

    

New York, New York

  Office   451,800 

Amsterdam, NetherlandsSutton, England

  Office   215,455191,960 

Miamisburg, Ohio

  Office and data centre   213,802 

Sutton, EnglandAmsterdam, Netherlands

  Office   191,960180,021 

 

All of the above properties are substantially occupied by RELX with the exception of the New York, New York property which has been subleased to new tenants and no longer houses any RELX staff.

No property owned or leased by us which is considered material to us taken as a whole is presently subject to liabilities relating to environmental regulations and none has major encumbrances.

INTELLECTUAL PROPERTY

Our products and services include and utilise intellectual property content delivered through a variety of media, including online, journals and books. We rely on trademark, copyright, patent, trade secret and other intellectual property laws, as well as in some cases licensing arrangements with third parties, to establish and protect our proprietary rights in these products and services.

GOVERNMENT REGULATION

Certain of our businesses provide authorised customers with products and services such as access to public records and other information on individuals. Our businesses that provide such products and services are subject to applicable privacy and consumer information laws and regulations, including US Federalfederal and state andjurisdictionslaws and regulations, and regulations applicable to jurisdictions that follow EU and member state regulation. Our compliance obligations vary, and may include, among other things, strictreasonable data security programmes, submissions of regulatory reports, providing consumers with certain notices and in some instances, correcting inaccuracies in applicable reports.reports available through our products. From time to time, we respond in the ordinary course to inquiries and investigations from regulators who are charged with enforcing the laws and regulations applicable to our businesses. We are also subject to the terms of consent decrees and other settlements with certain regulators in the US.United States. See “Item 8: Financial Information — Legal Proceedings” on page 39.36.

Section 219 of the Iran Threat Reduction and Syrian Human Rights Act of 2012 (the “ITRA”), which added Section 13(r) to the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), requires disclosures regarding certain activities relating to Iran or with persons designated pursuant to various U.S.US Presidential Executive Orders. These disclosures are required even where the activities, transactions or dealings were conducted in compliance with applicable law. We engage in a limited amount of activity with Iran (a) through our non-U.S.non-US affiliates and businesses, as well as (b) pursuant to authorisations — in the form of exemptions or licenses — issued by the U.S.US government. We anticipate that similar transactions or dealings may occur in the future. The ownership or control of our customers in Iran is often difficult to determine with certainty.

During 2016,2018,

 

  

our Scientific, Technical & Medical business sold subscriptions to online products and print publications to Ferdowsi Universitya number of Mashhad, the Institute for Studies in Theoretical Physicsuniversities, hospitals and Mathematics, the Iran Ministry of Health, the Iran Polymer & Petrochemical Institute, the Iranian Society of Ophthalmology, the Iran Ministry of Science Research and Technology, Islamic Azad University, Mashhad University of Medical Sciences, the National Research Institute of Tuberculosis and Lung Disease, the University of Bojnord, the University of Isfahan, the University of Tehran and the University of Zabol;other entities, including those listed below;

 

  

our Risk & Business Analytics business sold online subscription services to National Petrochemical Company, Amir Kabir Petrochemical Company, Bakhtar Commercial Company, Bandar Imam Petrochemical Company, Behran Oil Company, Esfahan Petrochemical Company, Fanavaran Petrochemical Company, Farabi Petrochemical Company, Ghadeer Petrochemical Company, Ghaed Bassir Petrochemical Company, Jam Petrochemical Company, Jam Polypropylene Company, Kharg Petrochemical Company, Khorosan Petrochemical Company, Kimyagran Emrooz Chemical Industries, Pars Oil Company, Polynar Corporation, Sepahan Oil Company, Shazand Petrochemical Companya number of oil, petrochemical and Mahan Air;other companies, including those listed below; and

 

  

our Exhibitions business provided exhibition space to companies including IRIB Media Trade AITO Iran, Hamiyan Co. Cooperation Company and the Cultural Centre of the Embassy of the Islamic Republic of Iran.Faratech Company.

Numerous Iranian nationals attended conferences organised by our exhibitions business.Exhibitions and Risk & Business Analytics businesses. Individuals located in Iran also subscribed to or purchased certain of our scientific, medical and technical

publications. Many of these individuals are researchers, doctors or other professionals who have obtained subscriptions or purchased publications in their individual capacity, but who may be employed by government agencies in Iran or by hospitals, universities or other entities owned or controlled by the government of Iran. In addition, we work with authors, other contributors and journal editorial board members who are located in Iran, many of whom are employed at hospitals, universities or research institutions that are owned or controlled by the government of Iran. We also sometimes receive payments from authors located in Iran who pay us to make their articles publicly available. From time to time, we may employ or engage individuals in Iran to assist with transactions in Iran.

During 2016, ourOur aggregate revenue from all of ourduring the fiscal year ended December 31, 2018 attributable to these Iran-related activities was approximately £8.2 million.£7.1 million compared to £13.5 million in 2017. We do not normallycustomarily allocate net profit on asubscription-by-subscription, individual customer orcountry-by-country basis. However, we estimate that our net profit fromduring the fiscal year ended December 31, 2018 attributable to these activities after internal cost allocations, amounted to 0.12%was 0.09% of our net profit reported in our income statement for the fiscal year ended December 31, 2016.2018 compared to 0.18% for the fiscal year ended December 31, 2017.

Entities that transacted with our Scientific, Technical & Medical Business in 2018

Ahvaz Jondishapour University of Medical Sciences, Aja University of Medical Sciences, Alborz University of Medical Sciences, Allameh Tabatabai University, Alzahra University, Amirkabir University of Technology, Arak University of Medical Sciences, Ardabil University of Medical Sciences, Babol University of Medical Science, Birjand University of Medical Sciences, Bojnourd University, Boushehr University of Medical Sciences, Buali Sina University, Fasa University of Medical Science, Golestan University of Medical Sciences and Health Services, Gonabad University of Medical Sciences, Guilan University of Medical Sciences, Hamedan University of Medical Science, Health Electronic Library, Hormozgan University of Medical Sciences, Ilam University of Medical Sciences, Imam Hosein Hospital, Imam Khomeini Hospital, Imam Khomeini International University, Institute for Research in Fundamental Sciences, Iran Polymer and Petrochemical Institute, Iran University of Medical Sciences, Iran University of Science and Technology, Iranian Research Institute for Scientific Information and Documentation, Isfahan University of Medical Sciences, Isfahan University of Technology, Islamic Azad University, Islamic World Science Citation Center, Jahrom University of Medical Science, Jiroft University of Medical Sciences, Kashan University of Medical Sciences, Kerman University of Medical Sciences, Kermanshah University of Medical Sciences, Kharazmi University, KN Toosi University of Technology, Kurdistan University of Medical Sciences, Lorestan University of Medical Sciences, Maragheh University of Medical Sciences, Mashhad University of Medical Sciences, Mazandaran University of Medical Sciences, Medical University of Dezful, National Institute for Genetic Engineering and Biotechnology, North Khorasan University of Medical Sciences, Pasteur Institute of Iran, Qazvin University of Medical Sciences, Qom University of Medical Sciences and Health Services, Rafsanjan University of Medical Sciences, Sabzevar University of Medical Sciences, School of Medicine & Affiliated Hospitals, School of Public Health, Semnan University, Semnan University of Medical Sciences and Health Services, Shahed University Faculty of Medical Sciences, Shaheed Beheshti University of Medical Sciences, Shahid Sadoughi University of Medical Sciences and Health Services, Shahrekord University, Shahrekord University of Medical Science, Shahroud University of Medical Sciences, Shariati Hospital, Sharif University of Technology, Shiraz University, Shiraz University of Medical Sciences, Tabriz University of Medical Sciences, Tarbiat Modares University, Tehran University of Medical Sciences, University of Art, University of Isfahan, University of Sistan and Baluchestan, University of Social Welfare and Rehabilitation Science, University of Tabriz, University of Tehran, Urmia University of Medical Sciences, Yasooj University of Medical Sciences Kohkiloyeh, Yazd University Faculty of Natural Resources and Desert Studies, Zabol University of Medical Sciences, Zahedan University of Medical Sciences, Zanjan University of Medical Sciences

Entities that transacted with our Risk & Business Analytics Business in 2018

Abadan Petrochemical Company, Amir Kabir Petrochemical Company, Arvand Company, Arya Sasol Polymer Company, Bakhtar Commercial Company, Bank of Industry and Mine, Bistoun Petrochemical Company, Dana Polymer Iranian Company, Esfahan Petrochemical Company, Excell Worldwide DMCC, Fanavaran Petrochemical Company, Farabi Petrochemical Company, Ghadeer Petrochemical Company, Ghaed Bassir Petrochemical Company, ILI Company, Iranian Chemical Parks Development, Jam Polypropylene Company, Kharg Petrochemical Company, Khorasan Petrochemical Company, Laleh Petrochemical Company, Morvarid Petrochemical Company, National Petrochemical Company, Pars Oil Company, Persian Gulf Petrochemical Industry Commercial Company, Petrochemical Commercial Company, Polynar Corporation, Shahid Tondgooyan Petrochemical Company, Shazand Petrochemical Company, Tabriz Petrochemical Company, TOPCO, Zagros Petrochemical Company

ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS

OPERATING RESULTS — THE GROUP

The following discussion is based on the consolidated financial statements of the Group for the three years ended December 31, 2016, 20152018, 2017 and 20142016 which have been prepared in accordance with IFRS as issued by the IASB and as adopted by the EU.IASB.

The following discussion should be read in conjunction with, and is qualified by reference to, the consolidated financial statements set forth on pages 119121 to 167 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and incorporated herein by reference to Exhibit 15.2.

The following tables analyse the Group’s revenue in each of the three years ended December 31, 2016, 20152018, 2017 and 20142016 by type, format and geographic market. We derive our revenue principally from subscriptions, transactional and advertising sales. Transactional sales includes revenue from exhibitions. For additional information, see note 2 to the consolidated financial statements set forthunder the heading ‘Revenue and segment analysis’ on pages 126128 to 127131 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and incorporated herein by reference to Exhibit 15.2.

Revenue by type

Year ended December 31,

 

  2018 2017(1) 2016(1) 
  2016 2015 2014   (in millions, except percentages) 
  (in millions, except percentages) 

Subscriptions

  £3,618    52 £3,123    52 £2,966    51  £3,889    52 £3,800    52 £3,612    52

Transactional

   3,163    46   2,736    46   2,672    47    3,521    47  3,444    47  3,163    46 

Advertising

   114    2   112    2   135    2    82    1  97    1  114    2 
  

 

   

 

  

 

   

 

  

 

   

 

 
  

 

   

 

  

 

   

 

  

 

   

 

 

Total

  £6,895    100 £5,971    100 £5,773    100  £7,492    100 £7,341    100 £6,889    100
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Revenue by format

Year ended December 31,

 

  2018 2017(1) 2016(1) 
  2016 2015 2014   (in millions, except percentages) 
  (in millions, except percentages) 

Electronic

  £4,954    72 £4,179    70 £3,839    66  £5,513    74 £5,388    74 £4,948    72

Face to face

   1,066    15   886    15   922    16 

Face-to-face

   1,221    16  1,122    15  1,066    15 

Print

   875    13   906    15   1,012    18    758    10  831    11  875    13 
  

 

   

 

  

 

   

 

  

 

   

 

 
  

 

   

 

  

 

   

 

  

 

   

 

 

Total

  £6,895    100 £5,971    100 £5,773    100  £7,492    100 £7,341    100 £6,889    100
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Revenue by geographic market

Year ended December 31,

 

  2018 2017(1) 2016(1) 
  2016 2015 2014   (in millions, except percentages) 
  (in millions, except percentages) 

North America

  £3,778    55 £3,215    54 £2,878    50  £4,091    55 £4,078    56 £3,775    55

United Kingdom

   504    7   461    8   455    8 

The Netherlands

   118    2   117    2   153    3 

Rest of Europe

   1,091    16   958    16   1,053    18 

Europe

   1,808    24  1,694    23  1,711    25 

Rest of world

   1,404    20   1,220    20   1,234    21    1,593    21  1,569    21  1,403    20 
  

 

   

 

  

 

   

 

  

 

   

 

 
  

 

   

 

  

 

   

 

  

 

   

 

 

Total

  £6,895    100 £5,971    100 £5,773    100  £7,492    100 £7,341    100 £6,889    100
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

(1)

The 2017 and 2016 results have been restated for the retrospective adoption of IFRS 9, 15 and 16.

The cost profile of individual businesses within the Group varies widely and costs are controlled on an individual business unit basis. Our most significant cost item is staff costs of £2,114£2,350 million (2015: £1,751(2017: £2,273 million; 2014: £1,7092016: £2,114 million).

The following tables show revenue and adjusted operating profit for each of our business segments in each of the three years ended December 31, 2016, 20152018, 2017 and 20142016 together with the percentage change in 20162018 and 20152017 at both actual and constant currencies. The effect of currency movements on the 20162018 results is further described separately below (see “— Effect of Currency Translation” on pages 22 to 23)page 20). Adjusted operating profit is included on the basis that it is the key segmental profit measure used by management to evaluate performance and allocate resources to the business segments, as reported

under IFRS8: Operating SegmentsIFRS 8 — ‘Operating Segments’ in note 2 to the consolidated financial statements set forthunder the heading ‘Revenue and segment analysis’ on pages 126128 to 127131 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and incorporated herein by reference to Exhibit 15.2. Adjusted operating profit represents operating profit before amortisation of acquired intangible assets and acquisition related costs and is grossed up to exclude the equity share of finance income, finance costs and taxes in joint ventures. A reconciliation of reported operating profit to adjusted operating profit is set out on page 15.14.

Revenue by segment, reported operating profit and adjusted operating profit by segment are as follows:

 

  Revenue for the year ended December 31 
  Revenue for the year ended December 31   2018   2017(3)   % change 2016(3)   % change 
  2016   2015   % change 2014   % change   

 

   

 

   actual
rates
 constant
rates(1)
 

 

   actual
rates
 constant
rates(2)
 
  

 

   

 

   actual
rates
 constant
rates
(1)
 

 

   actual
rates
 constant
rates
(2)
   (in millions, except percentages) 
  (in millions, except percentages) 

Scientific, Technical & Medical

  £2,320   £2,070    +12  +2 £2,048    +1  +2  £2,538   £2,473    +3 +4 £2,318    +7 +2

Risk & Business Analytics

   1,906    1,601    +19  +8  1,439    +11  +6   2,117    2,073    +2 +5 1,905    +9 +4

Legal

   1,622    1,443    +12  +2  1,396    +3  +1   1,618    1,686    -4 -1 1,619    +4 -1

Exhibitions

   1,047    857    +22  +9  890    -4  +1   1,219    1,109    +10 +12 1,047    +6 +1
  

 

   

 

     

 

    
  

 

   

 

     

 

    

Total

  £6,895   £5,971    +15  +4 £5,773    +3  +2  £7,492   £7,341    +2 +4 £6,889    +7 +2
  

 

   

 

     

 

      

 

   

 

     

 

    

 

   Adjusted operating profit for the year ended December 31 
   2016   2015   % change  2014   % change 
   

 

   

 

   actual
rates
  constant
rates
(1)
  

 

   actual
rates
  constant
rates
(2)
 
   (in millions, except percentages) 

Scientific, Technical & Medical

  £853   £760    +12  +2 £762    0  +4

Risk & Business Analytics

   686    575    +19  +8  506    +14  +7

Legal

   311    274    +13  +2  260    +5  +5

Exhibitions

   269    217    +24  +9  217    0  +5
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Subtotal

  £2,119   £1,826     £1,745    

Unallocated items

   (5   (4     (6   
  

 

 

   

 

 

     

 

 

    

Total

  £2,114   £1,822    +16  +4 £1,739    +5  +5
  

 

 

   

 

 

     

 

 

    
   Reported operating profit for the year ended
December 31
 
   2018   2017(3)   %
change
  2016(3)   %
change
 
   

 

   

 

   actual
rates
  

 

   actual
rates
 
   (in millions, except percentages) 

Reported operating profit

  £1,964   £1,905    +3 £1,708    +12
  

 

 

   

 

 

    

 

 

   

   Adjusted operating profit for the year ended December 31 
   2018   2017(3)   % change  2016(3)   % change 
   

 

   

 

   actual
rates
  constant
rates(1)
  

 

   actual
rates
  constant
rates(2)
 
   (in millions, except percentages) 

Scientific, Technical & Medical

  £942   £914    +3  +2 £854    +7  +2

Risk & Business Analytics

   776    760    +2  +6  685    +11  +6

Legal

   320    328    -2  0  312    +5  +1

Exhibitions

   313    287    +9  +11  271    +6  +1
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Subtotal

  £2,351   £2,289     £2,122    

Unallocated items

   (5   (5     (8   
  

 

 

   

 

 

     

 

 

    

Total

  £2,346   £2,284    +3  +4 £2,114    +8  +3
  

 

 

   

 

 

     

 

 

    

 

(1)

Represents percentage change in 20162018 over 20152017 using constant currency. These rates were used in the preparation of the 20152017 consolidated financial statements.

 

(2)

Represents percentage change in 20152017 over 20142016 using constant currency. These rates were used in the preparation of the 2014 combined2016 consolidated financial statements.

(3)

The 2017 and 2016 results have been restated for the retrospective adoption of IFRS 9, 15 and 16.

Non-GAAP financial measures

The GroupRELX uses adjusted figures, and underlying growth rates which are not defined by generally accepted accounting principles (“GAAP”) such as IFRS. Adjusted figures and underlying growth rates are presented as additional performance measures used by management, as they provide relevant information in assessing the Group’s performance, position and cash flows. We believe that these measures enable our investors to more clearly track the core operational performance of the Group by separating out items of income or expenditure relating to acquisitions, disposals and capital items, and by excluding currency translation effects, while providingexceptional tax credits. This provides our investors with a clear basis for assessing our ability to raise debt and invest in new business opportunities. Our management

Management uses these financial measures, along with IFRS financial measures, in evaluating the operating performance of the Group as a whole and of the individual business segments. Adjusted and underlying financial measures should not be considered in

isolation from, or as a substitute for, financial information presented in compliance with IFRS. The measures may not be directly comparable to similarly reported measures by other companies.

The adjusted and underlying financial measures used in the results of operations discussion on pages 1716 to 2221 are: underlying revenue growth, adjusted operating profit, underlying adjusted operating profit growth, adjusted operating margin, underlying adjusted operating margin and adjusted net profit attributable to parent companies’RELX PLC shareholders.

Underlying revenue and adjusted operating profit growth rates are calculated at constant currencies. They excludeIn 2017, underlying revenue excluded revenues from biennial and other cycling shows in exhibitions, revenues from businesses acquired and disposed of in both the year and prior year and revenues from assets held for sale. UnderlyingSimilarly, in 2017 adjusted operating profit growth rates are calculated at constant currencies. They exclude operating results from businesses acquired and disposed of in both the year and prior year, and operating results from assets held for sale.Adjusted operating profit excludesexcluded amortisation of acquired intangible assets, acquisition related costs, and iswas grossed up to exclude the equity share of finance income, finance costs and taxes in joint ventures. In 2018, the calculation of underlying growth was updated such that underlying revenue and adjusted operating profit growth rates now include the results of acquisitions starting twelve months after completion of a transaction. There have been no other changes made to the calculation of underlying growth rates.

Adjusted operating margin is calculated as adjusted operating profit as a percentage of reported revenue. Underlying adjusted operating margin is calculated at constant currencies and excludes portfolio effects. These metrics are also defined in the glossary on pagesS-1 andS-2.

Adjusted net profit attributable to parent companies’RELX PLC shareholders is reconciled to reported net profit attributable to parent companies’RELX PLC shareholders in note 1110 to the consolidated financial statements and is set forthunder the heading ‘Earnings per share’ on page 141 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and incorporated herein by reference to Exhibit 15.2. Reconciliations of all othernon-GAAP financial measures to the most directly comparable measure reported under IFRS are set forth in the tables below.

In the tables below and the results of operations commentary following, percentage movements are at actualcalculated using the average exchange rates for the period unless otherwise stated.

Adjusted operating profit reconciles to reported operating profit as follows:

 

  2018   2017(1)   2016(1) 
  2016   2015   2014   (in millions) 
   (in millions) 

Reported operating profit

  £1,708   £1,497   £1,402   £1,964   £1,905   £1,708 

Adjustments:

            

Amortisation of acquired intangible assets

   346    296    286    288    314    346 

Acquisition related costs

   51    35    30 

Acquisition-related costs

   84    56    51 

Reclassification of tax in joint ventures

   10    (6   21    11    10    10 

Reclassification of finance income in joint ventures

   (1           (1   (1   (1
  

 

   

 

   

 

 
  

 

   

 

   

 

 

Adjusted operating profit

  £2,114   £1,822   £1,739   £2,346   £2,284   £2,114 
  

 

   

 

   

 

   

 

   

 

   

 

 

(1)

The 2017 and 2016 results have been restated for the retrospective adoption of IFRS 9, 15 and 16.

The calculations of theyear-on-year changes in reported revenue and underlying revenue growth are presented below:

 

  Revenue   Revenue 
  £m   % change   £m   % change 

Year to December 31, 2014

   5,773    -4

Year to December 31, 2016(2)

   6,889   
  

 

   

 

 
  

 

   

 

 

Underlying revenue growth(1)

   166    +3   243    +4

Exhibition cycling

   (38   -1   (52   -1

Acquisitions

   101    +2   60    +1

Disposals

   (95   -2   (150   -2

Currency effects

   64    +1   351    +5
  

 

   

 

   

 

   

 

 

Year to December 31, 2015

   5,971    +3

Year to December 31, 2017(2)

   7,341    +7
  

 

   

 

 
  

 

   

 

 

Underlying revenue growth(1)

   227    +4   273    +4

Exhibition cycling

   30    0   53    +1

Acquisitions

   66    +1   114    +1

Disposals

   (60   -1   (125   -2

Currency effects

   661    +11   (164   -2
  

 

   

 

   

 

   

 

 

Year to December 31, 2016

   6,895    +15
  

 

   

 

 

Year to December 31, 2018

   7,492    +2
  

 

   

 

 

 

(1)

Underlying revenue growth represents the year over year movement in reported revenue excluding the impact of the adjustments set forth in the table. In 2017, underlying revenue excluded revenues from biennial and other cycling shows in exhibitions, revenues from businesses acquired and disposed of in both the year and prior year and revenues from assets held for sale. In 2018, the calculation was updated such that underlying revenue and adjusted operating profit growth rates now include the results of acquisitions starting twelve months after completion of a transaction.

(2)

The 2017 and 2016 results have been restated for the retrospective adoption of IFRS 9, 15 and 16.

The calculations of theyear-on-year changes in adjusted operating profit and underlying adjusted operating profit growth are presented below:

 

  Adjusted operating profit       Adjusted operating profit     
  £m   % change   £m   % change 

Year to December 31, 2014

   1,739    -1

Year to December 31, 2016(2)

   2,114   
  

 

   

 

 
  

 

   

 

 

Underlying adjusted operating profit growth(1)

   90    +5   109    +6

Acquisitions

   14    +1   7    0

Disposals

   (14   -1   (58   -3

Currency effects

   (7   0   112    +5
  

 

   

 

   

 

   

 

 

Year to December 31, 2015

   1,822    +5

Year to December 31, 2017(2)

   2,284    +8
  

 

   

 

 
  

 

   

 

 

Underlying adjusted operating profit growth(1)

   100    +6   130    +6

Acquisitions

   7    0   9    0

Disposals

   (33   -2   (50   -2

Currency effects

   218    +12   (27   -1
  

 

   

 

   

 

   

 

 

Year to December 31, 2016

   2,114    +16
  

 

   

 

 

Year to December 31, 2018

   2,346    +3
  

 

   

 

 

 

(1)

Underlying adjusted operating profit growth represents the year over year movement in adjusted operating profit excluding the impact of the adjustments set forth in the table. In 2017, adjusted operating profit excluded amortisation of acquired intangible assets, acquisition related costs, and is grossed up to exclude the equity share of finance income, finance costs and taxes in joint ventures. In 2018, the calculation was updated such that underlying revenue and adjusted operating profit growth rates now include the results of acquisitions starting twelve months after completion of a transaction.

(2)

The 2017 and 2016 results have been restated for the retrospective adoption of IFRS 9, 15 and 16.

Results of Operations for the Year Ended December 31, 20162018

Compared to the Year Ended December 31, 20152017

In the below discussion, 2017 results and corresponding growth rates have been restated for the retrospective adoption of IFRS 9, 15 and 16.

Reported revenue was £6,895£7,492 million (2015: £5,971(2017: £7,341 million), up 15% (2015: 3%2% (2017: 7%). The increase in reported revenue reflects good growth in electronic and face to faceface-to-face revenues, plus the impact of currency effects, partially offset by continued print revenue declines. Underlying revenue growth was 4% (2015:(2017: 4%) with all four market segments contributing to underlying growth.

Reported operating costs, which comprises of cost of sales, selling and distribution costs, and administration and other expenses, were £5,560 million (2017: £5,473 million), up 2% (2017: 5%). Cost of sales were £2,644 million (2017: £2,628 million), up 1% (2017: 6%) compared to 2017, lower than the overall increase in revenue. Selling and distribution costs were £1,191 million (2017: £1,163 million), up 2% (2017: 5%) and administration and other expenses were £1,725 million (2017: £1,682 million), up 3% (2017: up 4%).

Reported operating profit, which includes amortisation of acquired intangible assets and acquisition-related costs, was £1,964 million (2017: £1,905 million), an increase of 3% (2017: 12%).

Adjusted operating profit was £2,346 million (2017: £2,284 million), up 3% (2017: 8%), reflecting the benefit of tight cost control across the Group.

The reported operating margin was 26.2% (2017: 26.0%). The overall adjusted operating margin of 31.3% was 0.2 percentage points higher than in the prior year. On an underlying basis, including cycling effects, the margin improved by 0.4 percentage points. Acquisitions and disposals reduced the margin by 0.5 percentage points and currency effects increased the margin by 0.3 percentage points.

Depreciation and amortisation of internally generated intangible assets increased to £287 million (2017: £268 million).

The amortisation charge in respect of acquired intangible assets, including the share of amortisation in joint ventures, decreased to £288 million (2017: £314 million), the reduction primarily reflects certain assets becoming fully amortised. Acquisition related costs were £84 million (2017: £56 million).

Reported net finance costs of £211 million (2017: £199 million) includes the net pension financing charge of £9 million (2017: £15 million), and excludes finance income in joint ventures of £1 million (2017: £1 million). The increase primarily reflects higher borrowings in 2018, partly offset by currency translation effects.

Reported loss on disposals and othernon-operating items was £33 million (2017: £15 million gain) arising largely from the write down of Legal businesses classified as held for sale and revaluation of investments held. These losses are offset by an associated tax credit of £14 million (2017: £16 million tax charge).

Reported profit before tax was £1,720 million (2017: £1,721 million). The reported tax charge was £292 million (2017: £65 million). The 2017 tax charge included aone-off £346 million credit recognised in 2017 in relation to the US Tax Cuts and Jobs Act. Theyear-on-year impact of this credit is partially offset by the recognition of a £112 million exceptional tax credit in 2018 as a result of the substantial resolution of certain prior year tax matters during the year and the deferred tax effect of tax rate reductions in the Netherlands and the United States. On the basis of their size andnon-recurring nature these tax credits have been treated as exceptional items and excluded from the adjusted tax charge.

The reported net profit attributable to RELX PLC shareholders of £1,422 million (2017: £1,648 million) was down 14% (2017: 43% up). The adjusted net profit attributable to RELX PLC shareholders of £1,674 million (2017: £1,620 million) was up 3% (2017: 10%).

The reported earnings per share was 71.9p (2017: 81.6p). The decrease year on year reflects the impact of the exceptional tax credit recognised in 2017 as a result of the US Tax Cuts and Jobs Act.

Adjusted earnings per share were up 6% at 84.7p (2017: 80.2p). At constant rates of exchange, adjusted earnings per share increased by 7%.

Ordinary dividends paid to shareholders in the year, being the 2017 final and 2018 interim dividend, amounted to £796 million (2017: £762 million).

The final dividend proposed by the Board is 29.7p per share, 7% higher than the dividend for the prior year. This gives total dividends for the year of 42.1p (2017: 39.4p).

On September 8, 2018, the corporate simplification was effective and RELX NV shareholders received one new RELX PLC share in exchange for each RELX NV share held. During 2018, a combined total of 44.4 million of RELX PLC and RELX NV shares were repurchased (17.5 million of these were repurchased by RELX NV prior to the corporate

simplification). Total consideration for these repurchases was £700 million. A further 2.9 million shares were purchased by the Employee Benefit Trust. During 2018, 45 million RELX PLC shares held in treasury were cancelled. As at December 31, 2018, total shares in issue, net of shares held in treasury and shares held by the Employee Benefit Trust, amounted to 1,962 million. A further 6.0 million RELX PLC shares have been repurchased in 2019 as at February 20, 2019.

Scientific, Technical & Medical: 2018 financial performance

   2018
£m
   2017(1)
£m
   Underlying
growth
  Portfolio
changes
  Currency
effects
  Total
growth
 

Revenue

   2,538    2,473    +2  +2  -1  +3

Adjusted operating profit

   942    914    +2  0  +1  +3

(1)

The 2017 results have been restated for the retrospective adoption of IFRS 9, 15 and 16.

Key business trends remained positive in 2018, with underlying revenue growth in line with the prior year, and underlying profit growth matching revenue growth.

Reported revenue growth was +3%. Underlying revenue growth was +2%. The difference between the constant currency and underlying growth rates reflects the impact of portfolio changes and the transfer of a small number of healthcare products from Risk & Business Analytics.

Adjusted operating profit growth was +3%. Underlying adjusted operating profit growth was +2% with underlying cost growth marginally below underlying revenue growth. The reported margin increased by 0.1 percentage points, with currency impacts largely offset by portfolio effects.

Electronic revenues saw continued good growth. In primary research we continued to enhance customer value by providing broader content sets across our research offering, increasing the sophistication of our analytics, and evolving our technology platforms. Databases & tools continued to drive growth across market segments through enhanced functionality and content development.

Print book sales, which represent around 10% of divisional revenues, reverted to historical levels of decline for the main selling season, with return rates also at historical levels. Print pharma promotion revenues, which represent less than 5% of the divisional total, saw a slightly steeper decline than in recent years.

In 2018 we made three small acquisitions in support of our organic growth strategy, Via Oncology, Aries Systems and Science-Metrix, and disposed of a minor pharma business in Japan.

Risk & Business Analytics: 2018 financial performance

   2018
£m
   2017(1)
£m
   Underlying
growth
  Portfolio
changes
  Currency
effects
  Total
growth
 

Revenue

   2,117    2,073    +8  -3  -3  +2

Adjusted operating profit

   776    760    +8  -2  -4  +2

(1)

The 2017 results have been restated for the retrospective adoption of IFRS 9, 15 and 16.

Underlying revenue growth was strong in 2018, in line with the prior year. Underlying profit growth matched underlying revenue growth.

Reported revenue growth was +2%. Underlying revenue growth was +8%. The difference between the constant currency and underlying growth rates reflects portfolio changes and the transfer of a small number of healthcare products to Scientific Technical & Medical.

Adjusted operating profit growth was +2%. Underlying adjusted operating profit growth matched underlying revenue growth as we continued to pursue our strategy, with a primary focus on organic development.

Insurance grew strongly. We continued to drive growth through theroll-out of enhanced analytics, the extension of datasets, and by further expansion in adjacent verticals, in US market conditions that, over the year as a whole, were neutral to mildly positive. International initiatives continued to progress well.

In Business Services, further development of analytics that help our customers to detect and prevent fraud and to manage risk across the financial and corporate sectors continued to drive growth, in a robust US and international market environment.

In Data Services, organic development of innovative new products and expansion of the range of risk management solutions drove growth across market verticals. In Government, which accounts for around 5% of divisional revenues, we continued to drive customer value through the introduction of sophisticated analytics.

Risk & Business Analytics acquired three data and analytics businesses that support our organic growth strategy in 2018, ThreatMetrix, SST and Safe Banking Systems, and disposed of a number of minor print and other assets.

Legal: 2018 financial performance

   2018
£m
   2017(1)
£m
   Underlying
growth
  Portfolio
changes
  Currency
effects
  Total
growth
 

Revenue

   1,618    1,686    +2  -3  -3  -4

Adjusted operating profit

   320    328    +10  -10  -2  -2

(1)

The 2017 results have been restated for the retrospective adoption of IFRS 9, 15 and 16.

Underlying revenue growth in 2018 was in line with the prior year, with continued efficiency gains driving strong underlying operating profit growth.

Reported revenue was down-4%. Underlying revenue growth was +2%. The difference between the constant currency and underlying growth rates reflects portfolio changes.

Adjusted operating profit was down-2%. Underlying adjusted operating profit growth was +10%. The increase in operating profit margin reflects ongoing organic process improvements as we enter the latter stages of systems decommissioning. This more than offset the absence of a profit contribution from joint ventures, and other portfolio effects.

The market environment for legal services, and for legal information providers, remained stable. Electronic revenues saw continued growth, partially offset by print declines.

Theroll-out of new platform releases with broader datasets and tools continued across our US and international markets.

In 2018 we supported the organic expansion of our leading legal analytics services with the acquisition of the German IP analytics business Patentsight, and disposed of two minor assets.

Exhibitions: 2018 financial performance

   2018
£m
   2017(1)
£m
   Underlying
growth
  Portfolio
changes
  Currency
effects
  Total
growth
 

Revenue

   1,219    1,109    +6  +1  -2  +10

Adjusted operating profit

   313    287    +10  +1  -2  +9

(1)

The 2017 results have been restated for the retrospective adoption of IFRS 9, 15 and 16.

Exhibitions achieved strong underlying revenue growth in 2018, with underlying operating profit growth reflectingcycling-in effects.

Reported revenue growth was +10%. Underlying revenue growth was +6%. After portfolio changes and five percentage points ofcycling-in effects, constant currency revenue growth was +12%.

Adjusted operating profit growth was +9%. Underlying adjusted operating profit growth was +10% reflectingcycling-in effects.

In 2018 we continued to pursue organic growth opportunities, launching 44 new events and piloting and rolling out several data analytics initiatives.

Underlying growth was good in Europe and strong in Japan and China. The US continued to see differentiated growth rates by industry sector, and Brazil returned to growth. Most other markets continued to grow well.

We expect the Tokyo Olympic Games to constrain local venue capacity over the next 18 months, after which new and expanded exhibition space will become available. This could reduce the overall divisional underlying revenue growth rate by around one percentage point this year and next.

In 2018 we completed two small acquisitions, Gamer Network and AMTS, and made two minor disposals. Since the year end we have acquired Mack Brooks, a leading organiser of over 30 highly complementary events across key geographies and industrial verticals.

Results of Operations for the Year Ended December 31, 2017

Compared to the Year Ended December 31, 2016

In the below discussion, 2017 and 2016 results and 2017 growth rates have been restated for the retrospective adoption of IFRS 9,15 and 16.

Reported revenue was £7,341 million (2016: £6,889 million), up 7% (2016: 15%). The increase in reported revenue reflects good growth in electronic andface-to-face revenues, partially offset by continued print revenue declines. Underlying revenue growth was 4% (2016: 4%) with all four market segments contributing to underlying growth.

Reported operating costs, which comprises of cost of sales, selling and distribution costs, and administration and other expenses, was £5,224£5,473 million (2015: £4,538(2016: £5,218 million), up 5% (2016: 15% (2015: 3%), principally reflecting the impact of exchange rates, plus increased staff costs and costs associated with the launch of new platforms and services.. Cost of sales were £2,488£2,628 million (2015: £2,129(2016: £2,488 million), up 6% (2016: 17% (2015: 6%) compared to 2015,2016, slightly higherlower than the overall increase in revenue. Selling and distribution costs were £1,109£1,163 million (2015: £965(2016: £1,109 million), up 5% (2016: 15% (2015: 3%) and administration and other expenses were £1,627£1,682 million (2015: 1,444(2016: £1,621 million), up 4% (2016: up 13% (2015: down 2%).

Reported operating profit, which includes amortisation of acquired intangible assets and acquisition relatedacquisition-related costs, was £1,708£1,905 million (2015: £1,497(2016: £1,708 million), an increase of 12% (2016: 14% (2015: 7%).

Adjusted operating profit was £2,114£2,284 million (2015: £1,822(2016: £2,114 million), up 8% (2016: 16% (2015: 5%), reflecting the benefit of tight cost control across the Group and currency exchange movements.Group.

The reported operating margin was 26.0% (2016: 24.8% (2015: 25.1%). The overall adjusted operating margin of 30.7% (2015: 30.5%)31.1% was 0.2 (2015: 0.4)0.4 percentage points higher than in the prior year. Underlying adjusted operatingOn an underlying basis, including cycling effects, the margin growth improved by 0.7 percentage points. Acquisitions and disposals reduced the margin by 0.4 percentage points (2015: 0.9),and currency effects increased the margin by 0.30.1 percentage points (2015: -0.5) and portfolio effects reduced the margin by 0.5 percentage points (2015: no impact).points.

Depreciation and amortisation of internally generated intangible assets increased to £257£268 million (2015: £228(2016: £257 million).

The amortisation charge in respect of acquired intangible assets, including the share of amortisation in joint ventures, increaseddecreased to £346£314 million (2015: £296(2016: £346 million), primarily reflecting currency effects and acquisitions, partially offset by certain assets becoming fully amortised. Acquisition relatedamortised, partially offset by currency effects and acquisitions. Acquisition-related costs were £51£56 million (2015: £35(2016: £51 million).

Reported net finance costs of £195£199 million (2015: £174(2016: £213 million) includes the net pension financing charge of £14£15 million (2015: £21(2016: £14 million), and excludes finance income in joint ventures of £1 million (2015: nil)(2016: £1 million). The increase in net finance costsdecrease primarily reflects higher neta lower average interest rate on borrowings, andpartly offset by currency translation effects.

Reported lossgain on disposals and othernon-operating items was £40£15 million (2015: £11 million)(2016: £36 million loss) arising largely from the sale of certain Risk & Business Analytics businesses and revaluation of investments held. These lossesgains were offset by an associated tax credit of £16 million (2016: £34 million (2015: £13 million)tax charge).

Reported profit before tax was £1,473£1,721 million (2015: £1,312(2016: £1,459 million). The reported tax charge was £304£65 million (2015: £298(2016: £301 million). The decrease in the tax charge is due to the US Tax Cuts and Jobs Act, which includes a reduction in the federal corporate tax rate from 35% to 21% from January 2018. Consequently, the Group has measured its US deferred tax assets and liabilities at the end of the reporting period at a combined tax rate (including state taxes) of 26%. This resulted in the recognition of an exceptional tax credit of £346 million in the income statement.

The reported net profit attributable to the parent companies’RELX PLC shareholders of £1,161£1,648 million (2015: £1,008(2016: £1,150 million) was up 43% (2016: 15% (2015: 6%). The adjusted net profit attributable to parent companies’RELX PLC shareholders of £1,488£1,620 million (2015: £1,275m)(2016: £1,473 million) was up 10% (2016: 17% (2015: 5%).

The reported earnings per share for RELX PLC was up 21% at 56.3p (2015: 46.4p) and for RELX NV was up 1% at €0.687 (2015: €0.682). In sterling terms RELX NV’s reported EPS increased by 14%. The difference81.6p (2016: 55.8p).The high growth in the year reflects the impact of the UKexceptional tax credit abolitionrecognised as explained below.a result of the US Tax Cuts and Jobs Act.

Adjusted earnings per share were up 19%12% at 72.2p (2015: 60.5p)80.2p (2016: 71.4p) when expressed in sterling and 5% at €0.880 (2015: €0.835)€0.915 (2016: €0.871) when expressed in Euros. At constant currencies, adjusted earnings per share increased by 8%7%.

Until the end of 2015 the equalisation of dividends between RELX PLC and RELX NV took into account the prevailing tax credit that was available to certain UK tax payers at that time. The tax credit was also taken into account in the determination of reported earnings per share. The UK dividend tax credits were abolished with effect from April 6, 2016, impacting dividends paid after this date. As a result of the abolition of this tax credit, from 2016 reported earnings per share have the same value for each RELX PLC and RELX NV share.

Ordinary dividends paid to shareholders in the year, in amounts per ordinary share, comprise: a 2015being the 2016 final dividend of 22.30p and 20162017 interim dividend of 10.25p giving a total of 32.55p (2015: 26.4p) for RELX PLC; and a 2015 final dividend of €0.288 and 2016 interim dividend of €0.122 giving a total of €0.410 (2015: €0.400) for RELX NV.dividends, amounted to £762 million (2016: £683 million).

The final dividends proposed by the respective Boards are 25.70p27.7p per share for RELX PLC and €0.301€0.316 per share for RELX NV, 15%8% and 5% higher respectively compared with the prior year final dividends. This gives total dividends for the

year of 35.95p (2015: 29.70p)39.4p (2016: 35.95p) and €0.423 (2015: €0.403)€0.448 (2016: €0.423). The difference in growth rates in the final dividends, and in the earlier interim dividends reflects changes in the euro:sterling exchange rate since the respective prior year final dividend announcement dates.date.

During 2016, 29.22017, a total of 44.5 million RELX PLC and 26.1 million RELX NV shares were repurchased. Total consideration for these repurchases was £700 million. A further 1.2 million RELX PLC shares and 1.11.3 million RELX NV shares were purchased by

the Employee Benefit Trust. During December 2016, 33.72017, 22.5 million RELX PLC and 30.022 million RELX NV shares held in treasury were cancelled. As at December 31, 2016,2017, total shares in issue for RELX, Group, net of shares held in treasury and shares held by the Employee Benefit Trust, amounted to 2,043 million. A further 3.72,004 million; represented by 1,060 million RELX PLC shares and 3.3m944 million RELX NV shares. A further 3.3 million RELX PLC shares and 2.9 million RELX NV shares have been repurchased in 20172018 as at February 22, 2017.14, 2018.

Scientific, Technical & Medical: 20162017 financial performance

 

  2017(1)
£m
   2016(1)
£m
   Underlying
growth
 Portfolio
changes
 Currency
effects
 Total
growth
 
  2016
£m
   2015
£m
   Underlying
growth
 Acquisitions/
disposals
 Currency
effects
 Total
growth
 

Revenue

   2,320    2,070    +2  0  +10  +12   2,473    2,318    +2 0 +5 +7

Adjusted operating profit

   853    760    +3  -1  +10  +12   914    854    +3 -1 +5 +7

(1)

The 2017 and 2016 results have been restated for the retrospective adoption of IFRS 9, 15 and 16.

Key business trends remained positive in 2016, with underlying adjusted operating profit growth slightly exceeding underlying revenue growth.

Underlying revenue growth was +2%.Reported revenue growth was +12%. The difference between the reported and underlying growth rates primarily reflects the impact of exchange rate movements.

Underlying adjusted operating profit growth of +3% was slightly ahead of underlying revenue growth, resulting in a small underlying margin improvement which was partly offset by exchange rate movements. Adjusted operating profit growth was +12%.

In primary research, strong growth in usage and article submissions continued. In 2016 we launched 64 new journals.

Good growth continued in databases & tools, as well as in electronic reference products.

Print books, which now represent around 10% of divisional revenues, saw steeper second half declines than in recent years, reflecting market conditions. Print pharma promotion revenues were stable.

Risk & Business Analytics: 2016 financial performance

    2016
£m
   2015
£m
   Underlying
growth
  Acquisitions/
disposals
  Currency
effects
  Total
growth
 

Revenue

   1,906    1,601    +9  -1  +11  +19

Adjusted operating profit

   686    575    +9  -1  +11  +19

Underlying revenue growth improved in 2016, with strong growth across all key segments in both subscription and transactional revenues. Underlying adjusted operating profit growth broadly matched underlying revenue growth.

Underlying revenue growth was +9%. Reported revenue growth was +19%. The difference between the reported and underlying growth rates reflects the impact of exchange rate movements and a minor effect from portfolio changes.

Underlying adjusted operating profit growth broadly matched underlying revenue growth as we continued to develop new products and services. Adjusted operating profit growth was +19%.

The insurance segment continued to see strong growth, driven by volume growth and strong take up of new products and services across the insurance workflow, and by expansion in adjacent verticals including life and home insurance. The international initiatives continued to progress well, with strong growth in the UK, and early stage developments in China and India.

In Business Services, growth was driven by demand for identity authentication and fraud detection solutions across the financial services and corporate sectors.

The government and healthcare segments continued to develop strongly. Major Data Services saw strong underlying revenue growth, and other brands & services remained stable.

Legal: 2016 financial performance

    2016
£m
   2015
£m
   Underlying
growth
  Acquisitions/
disposals
  Currency
effects
  Total
growth
 

Revenue

   1,622    1,443    +2  0  +10  +12

Adjusted operating profit

   311    274    +12  -10  +12  +14

Underlying revenue growth improved slightly in 2016, with continued efficiency gains driving strong underlying adjusted operating profit growth.

Underlying revenue growth was +2%. Reported revenue growth was +12%. The difference between the reported and underlying growth rates reflects the impact of exchange rate movements and minor portfolio changes.

Underlying adjusted operating profit growth was +12%. Adjusted operating profit growth was +13%. The margin increase reflects organic process improvement and the ongoing decommissioning of systems, largely offset by lower profits from joint ventures and other portfolio effects.

Electronic revenues saw continued growth, partially offset by print declines.

US and European markets remained stable but subdued. Revenue from other international markets continued to grow well.

The roll out of new platform releases in the US and international markets continued, and adoption and usage rates progressed well.

Exhibitions: 2016 financial performance

   2016
£m
   2015
£m
   Underlying
growth
  Acquisitions/
disposals
  Currency
effects
  Total
growth
 

Revenue

   1,047    857    +5  +1  +13  +22

Adjusted operating profit

   269    217    +7  +1  +16  +24

Exhibitions achieved strong underlying revenue growth in 2016, in line with prior year.

Underlying revenue growth was +5%. After portfolio changes and three percentage points of cycling effects, constant currency revenue growth was +9%. Reported revenue growth was +22%. The difference between the reported and constant currency growth rates reflects the impact of exchange rate movements.

Underlying adjusted operating profit growth was +7%. The 40 basis point improvement in reported margin largely reflects exchange rate movements. Adjusted operating profit growth was +24%.

Revenue growth was strong in the US and moderate in Europe. Japan grew strongly, and China saw good growth. Revenues in Brazil continued to reflect the general weakness of the wider economy. Most other markets continued to grow strongly.

We continued to pursue growth opportunities, launching 32 new events and completing seven small acquisitions.

Results of Operations for the Year Ended December 31, 2015

Compared to the Year Ended December 31, 2014

Revenue was £5,971 million (2014: £5,773 million), up 3%. Growth of underlying revenue was 3%, with all four market segments contributing to underlying growth. The underlying growth rate reflects good growth in electronic and face to face revenues, partially offset by continued print revenue declines.

Acquisitions contributed 2% to revenue offset by disposals which reduced revenue growth by 2%. Exhibition cycling effects reduced the groups revenue growth by 1%. The impact of currency movements was to increase revenue by 1%, principally due to the strengthening of the US dollar, on average, against sterling during 2015.

Total operating costs, including the amortisation of acquired intangible assets and acquisition related costs, increased by 3%, principally reflecting increased staff costs and the impact of exchange rates. At constant currencies, total operating costs increased by 1%. Underlying operating costs, excluding acquisitions and disposals, were up 1%, reflecting investment in global technology platforms and the launch of new products and services, partly offset by continued process innovation. Actions were taken across our businesses to improve cost efficiency.

Cost of sales were £2,129 million, up 6% compared with 2014, slightly higher than the overall increase in revenue. Selling and distribution costs were £965 million, up 3%, while administration and other expenses were £1,444 million, down 2%. The increase in selling and distribution costs is primarily due to the launch of new platforms and services. Administration and other expenses have decreased as a result of the actions taken to improve efficiency as noted above. Except as noted, changes in cost of sales, selling and distribution costs, and administration and other expenses, including changes in individual components thereof, were not material to the operating profit performance of the individual segments. The amortisation charge in respect of acquired intangible assets, including the share of amortisation in joint ventures, increased to £296 million (2014: £286 million), reflecting the impact of acquisitions and currency effects. Acquisition related costs were £35 million (2014: £30 million).

Depreciation and amortisation of internally generated intangible assets decreased to £228 million (2014: £237 million).

The net pension expense, excluding the net pension financing charge, was £58 million (2014: £95 million), including settlement and past service credits of £61 million (2014: £15 million). In November 2015, the Netherlands pension scheme, together with all associated assets and liabilities, was transferred into an industry-wide collective scheme. This collective scheme is a defined contribution pension plan, with no deficit or surplus recognised on the balance sheet. The transfer of the scheme, and other smaller changes to the terms of the UK defined benefit pension plan, resulted in the settlement and past service credits of £61 million. This is the primary driver for the decrease in the year.

Reported operating profit was £1,497 million (2014: £1,402 million).

Total adjusted operating profit was £1,822 million (2014: £1,739 million), up 5%. Underlying adjusted operating profit grew ahead of revenue, at 5% reflecting the benefit of tight cost control across the group. Acquisitions and disposals had no net impact on adjusted operating profit. Currency effects reduced adjusted operating profit by less than 1%.

The overall adjusted operating margin of 30.5% was 0.4 percentage points higher than in the prior year. On an underlying basis, the margin improved by 0.9 percentage points, offset by a 0.5 percentage point decrease from currency effects. Portfolio effects had no net impact on the operating margin.

Netpre-tax disposal losses were £11 million (2014: £11 million loss), arising largely from the sale of certain Legal and Risk & Business Analytics assets. These losses were offset by a related tax credit of £13 million (2014: £3 million charge).

Net finance costs were higher at £174 million (2014: £162 million), including the pension financing charge of £21 million (2014: £15 million). The increase primarily reflects higher net borrowings, currency translation effects and a higher net pension financing charge partially offset by a lower average interest rate.

Profit before tax was £1,312 million (2014: £1,229 million). The tax charge was £298 million (2014: £269 million). The reported net profit attributable to the parent companies’ shareholders was £1,008 million (2014: £955 million).

Adjusted earnings per share for RELX PLC and RELX NV were 60.5p, an increase of 7% in sterling from 2014. At constant currencies, adjusted earnings per share increased by 8%.

The reported earnings per share of RELX PLC and RELX NV were 46.4p and 49.4p respectively in 2015, compared to 43.0p and 45.8p in 2014. RELX NV amounts have been adjusted retrospectively following the bonus share issue declared on June 30, 2015.

Until the end of 2015 the equalisation of dividends between RELX PLC and RELX NV took into account the prevailing tax credit that was available to certain UK tax payers at that time. The tax credit was also taken into account in the determination of reported earnings per share. The UK government has announced that dividend tax credits will be abolished with effect from April 6, 2016, impacting dividends paid after this date. As a result of the abolition of this tax credit, from 2016 reported earnings per share will have the same value for each RELX PLC and RELX NV share.

Ordinary dividends paid in the year, in amounts per ordinary share, comprise: a 2014 final dividend of 19.0p and 2015 interim dividend of 7.4p giving a total of 26.4p (2014: 24.95p) for RELX PLC; and a 2014 final dividend of €0.285 and 2015 interim dividend of €0.115 giving a total of €0.400 (2014: €0.341) for RELX NV. RELX NV amounts have been adjusted retrospectively following the bonus share issue declared on June 30, 2015.

The Board of RELX PLC has proposed a 2015 final dividend of 22.3p, up 17%, giving a total dividend of 29.7p in respect of the financial year, up 14% on 2014. The Board of RELX NV, in accordance with the dividend equalisation arrangements, has proposed a 2015 final dividend of €0.288, up 1%, giving a total dividend of €0.403 in respect of the financial year, up 5% on 2014. The difference in growth rates in the equalised final dividends reflects changes in the euro:sterling exchange rate since the respective prior year dividend announcement dates. The final dividend has also been impacted by changes in UK tax legislation, as outlined above.

During 2015, 25.7 million RELX PLC and 15.8 million RELX NV shares were repurchased. A further 0.9 million RELX PLC shares and 0.8 million RELX NV shares were purchased by the Employee Benefit Trust. During December 2015, 31.5 million RELX PLC shares held in treasury were cancelled. No RELX NV shares held in treasury were cancelled in 2015. As at December 31, 2015, shares in issue for RELX PLC and RELX NV respectively, net of shares held in treasury and shares held by the Employee Benefit Trust, amounted to 1,106.6 million and 985.3 million. A further 4.6 million RELX PLC shares and 4.1 million RELX NV shares have been repurchased in January and February 2016.

In 2015, RELX NV issued 349.1 million ordinary shares under the bonus issue to implement the change of the equalisation ratio of RELX PLC to RELX NV shares to one to one.

Scientific, Technical & Medical: 2015 financial performance

   2015
£m
   2014
£m
   Underlying
growth
  Acquisitions/
disposals
  Currency
effects
  Total
growth
 

Revenue

   2,070    2,048    +2  0  -1  +1

Adjusted operating profit

   760    762    +3  +1  -4  0

Key business trends remained positive in 2015,2017, with underlying profit growth slightly exceeding underlying revenue growth.

Reported revenue growth was +7%. Underlying revenue growth was +2%. The difference between the reported and underlying growth rates primarily reflects the impact of exchange rate movements. Underlyingmovements and portfolio changes, including the acquisition of Plum Analytics and bepress, and the disposal of certain international pharma promotion assets.

Adjusted operating costs grew 1%profit growth was +7%.

Underlying adjusted operating profit growth of +3% was slightly ahead of revenue growth, drivingwith a small underlying margin expansion before currencyimprovement offset by exchange rate movements and portfolio effects.

Electronic revenues saw continued good growth, partially offset by further print declines. In primary research we continued to enhance customer value by providing broader content sets across our research offering, increasing the sophistication of our analytics, and evolving our technology platforms. Databases & tools continued to drive growth across market segments through the launch of enhanced functionality and content development.

Print books, which now represent around 10% of divisional revenues, saw continued sales declines with return rates at historical levels, following higher than average return rates in the prior year. The margindecline in print pharma promotion revenues, which represent less than 5% of the divisional total, returned to historical trends having been stable in the prior year.

Risk & Business Analytics: 2017 financial performance

   2017(1)
£m
   2016(1)
£m
   Underlying
growth
  Portfolio
changes
  Currency
effects
  Total
growth
 

Revenue

   2,073    1,905    +8  -4  +5  +9

Adjusted operating profit

   760    685    +8  -2  +5  +11

(1)

The 2017 and 2016 results have been restated for the retrospective adoption of IFRS 9, 15 and 16.

Underlying revenue growth remained strong across all key segments in 2017. Underlying profit growth broadly matched underlying revenue growth.

Reported revenue growth was slightly lower, reflecting+9%. Underlying revenue growth was +8%. The difference between the adverse effectsreported and underlying growth rates primarily reflects the impact of exchange rate movements and portfolio changes including the disposal of New Scientist and other magazines, and the sale of our majority stake in a property title services joint venture to our partner.

Adjusted operating profit growth was +11%. Underlying adjusted operating profit growth broadly matched underlying revenue growth as we continued to pursue our organic development strategy. The margin improvement reflects a positive effect from portfolio changes.

In Insurance we continued to drive growth through enhanced analytics, the extension of datasets, and by further expansion in adjacent verticals. The US market environment returned to historical trends in the period.fourth quarter, having been not quite as favourable earlier in the year. The international initiatives continued to progress well.

In primary research, strongBusiness Services, further development of analytics that help our customers to detect and prevent fraud and to manage risk across the financial and corporate sectors continued to drive growth, in usagea positive US and article submissionsinternational market environment.

Growth in the government and healthcare segments was driven by continued development of sophisticated analytics, and other Data Services continued to subscription journals continued. In 2015 we launched a total of 73 new journals, bringing our total journal count to approximately 2,500, of which around 170 are stand-alone author pays open access journals.drive growth through organic development.

We saw continued good

Legal: 2017 financial performance

   2017(1)
£m
   2016(1)
£m
   Underlying
growth
  Portfolio
changes
  Currency
effects
  Total
growth
 

Revenue

   1,686    1,619    +2  -3  +5  +4

Adjusted operating profit

   328    312    +9  -10  +6  +5

(1)

The 2017 and 2016 results have been restated for the retrospective adoption of IFRS 9, 15 and 16.

Underlying revenue growth in databases & tools, as well as in electronic reference and education products.

Print book declines continued2017 was in line with the prior year. Print pharma promotion revenue stabilised during the year.year, with continued efficiency gains driving strong underlying operating profit growth.

Risk & Business Analytics: 2015 financial performance

   2015
£m
   2014
£m
   Underlying
growth
  Acquisitions/
disposals
  Currency
effects
  Total
growth
 

Revenue

   1,601    1,439    +7  -1  +5  +11

Adjusted operating profit

   575    506    +7  0  +7  +14

UnderlyingReported revenue growth accelerated in 2015, with strong growth across all key segments. Underlying profit growth matched underlying revenue growth.

was +4%. Underlying revenue growth was +7%+2%. The difference between the reported and underlying growth rates reflects the impact of exchange rate movements and a minor effectportfolio changes including the acquisition of Ravel Law, the disposal of several small print and services assets, and the final exit from portfolio changes. Underlyingthe Martindale Hubbell joint venture.

Adjusted operating costs grew 7% in line with revenue.

profit growth was +5%. Underlying adjusted operating profit growth was +7%+9%. The margin expansion reflected underlying improvement together with a benefit from currency effects.

The insurance segment continued to see growth, driven by volume growthincrease in the US auto underwriting business, strong take up of new products and services across the insurance workflow, and expansion in adjacent verticals including life and home insurance. The international initiatives continued to progress well, with strong growth in the UK, albeit from a small base.

In Business Services, growth was driven by demand for identity authentication and fraud detection solutions across the financial services and corporate sectors.

The state & local and federal government segments achieved strong growth, and expansion in healthcare is progressing well.

Major Data Services saw strong underlying revenue growth, and other brands & services remained stable.

Legal: 2015 financial performance

   2015
£m
   2014
£m
   Underlying
growth
  Acquisitions/
disposals
  Currency
effects
  Total
growth
 

Revenue

   1,443    1,396    +1  0  +2  +3

Adjusted operating profit

   274    260    +7  -2  0  +5

Key trends were unchanged in 2015. Underlying revenue growth remained modest, with efficiency gains driving strong underlying operating profit growth and improved margins.

Underlying revenue growth was +1%. The difference between the reported and underlying growth ratesmargin reflects the impact of exchange rate movements and minor portfolio changes.

Underlying adjusted operating profit growth was +7%, and underlying costs reduced by 1%. The margin increase of 40 basis points reflectsongoing organic process improvement the ongoingand decommissioning of systems partiallywhich, together with currency movements, more than offset by smalla lower profit contribution from joint ventures and other portfolio effects and currency movements.effects.

Electronic revenues which now account for 79% of the total, saw continued growth, partially offset by print declines. Theroll-out of new platform releases across our US and international markets continued, with broader datasets and the continued expansion of early stage legal analytics. The usage migration of US legal customers onto Lexis Advance is now substantially complete.

US and European markets remained stable but subdued. In other international markets we continued to see good growth.

The roll out of new platform releases in the US andstable. Other international markets continued and adoption and usage rates progressedto grow well.

In 2015 we continued to support underlying growth through a number of small acquisitions and disposal of some minor assets.

Exhibitions: 20152017 financial performance

 

  2017(1)
£m
   2016(1)
£m
   Underlying
growth
 Portfolio
changes
 Currency
effects
 Total
growth
 
  2015
£m
   2014
£m
   Underlying
growth
 Acquisitions/
disposals
 Currency
effects
 Total
growth
 

Revenue

   857    890    +5  +1  -5  -4   1,109    1,047    +6 +1 +5 +6

Adjusted operating profit

   217    217    +2  +3  -5  0   287    271    +2 -1 +5 +6

(1)

The 2017 and 2016 results have been restated for the retrospective adoption of IFRS 9, 15 and 16.

Exhibitions achieved strong underlying revenue growth in 2015, albeit2017, slightly belowahead of the prior year, with underlying operating profit growth reflecting the macro economic environment.cycling-out effects.

Reported revenue growth was +6%. Underlying revenue growth was 5%+6%. After portfolio changes and fivesix percentage points of cycling outcycling-out effects, constant currency revenue growth was 1%+1%. The difference between the reported and constant currency growth rates reflects the impact of exchange rate movements. Underlying costs were 1% lower than prior year.movements and portfolio changes, including the acquisition of MCM Comic Con (UK), Cafe Seoul (South Korea) and Fitness (Australia), and the disposal of a number of small events.

Adjusted operating profit growth was +6%. Underlying adjusted operating profit growth was 2%. Margins were higher year on year, as total profit+2% reflectingcycling-out effects.

We continued to pursue organic growth was slightly ahead of total revenue growth.opportunities, launching 36 new events, and piloting several data analytics opportunities.

Growth in the US was strong, albeit slightly below prior year andOverall growth remained good in Europe was moderate, marginally ahead of prior year. Growthand strong in Japan remained strong, driven by new launches and strong demand across our events.

ChinaChina. The US continued to see differentiated growth rates by industry sector. Revenues in Brazil reflectedcontinued to reflect the general weakness of the wider economy. Most other markets continued to grow strongly.

We continued to pursue growth opportunities and launched 44 new events and completed 10 small acquisitions, primarily in high growth geographies and sectors.

Critical Accounting Policies

The accounting policies of the consolidated businesses under IFRS as issued by the IASB and as adopted by the EU are described within the relevant notes to the consolidated financial statements as set forth on pages 119121 to 167 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and incorporated herein by reference to Exhibit 15.2. The most critical accounting policies and estimates used in determining the financial condition and results of the Group, and those requiring the most subjective or complex judgments, relate to the valuation of goodwill and acquired intangible assets, capitalisation of development spend, accounting for defined benefit pension schemes and taxation.

The Audit CommitteesCommittee of RELX PLC RELX NV and RELX Group plc havehas reviewed the development and selection of critical accounting estimates, and the disclosure of critical accounting policies in the financial statements.

Effect of Currency Translation

The consolidated financial statements are expressed in sterling and are therefore subject to the impact of movements in exchange rates on the translation of the financial information of individual businesses whose operational currencies are other than sterling. The principal exposures in relation to the results reported in sterling are to the US dollar and the euro, reflecting our business exposure to the United States and the European Economic and Monetary Union, our most important markets. Some of these exposures are offset by denominating borrowings in US dollars and euros.

Individual businesses are subject to foreign exchange transaction exposures caused by the effect of exchange rate movements on their revenue and operating costs, to the extent that such revenue and costs are not denominated in their functional currencies. Individual businesses generally hedge their exposures at market rates through the centralised treasury department. Hedging of foreign exchange transaction exposure is the only hedging activity undertaken by the individual businesses. For further details see note 1918 to the consolidated financial statements as set forth on pages 150 to 154155 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and incorporated herein by reference to Exhibit 15.2.

Currency differences increaseddecreased the Group’s revenue by £661£164 million in 20162018 compared to 2015.2017. Excluding amortisation of acquired intangible assets of £346£288 million and acquisition relatedacquisition-related costs of £51£84 million, currency differences increaseddecreased operating profits by £218£29 million in 20162018 compared to 2015.2017. Acquired intangible asset amortisation and acquisition relatedacquisition-related costs are predominantly denominated in US dollars and, after these charges, currency differences increasedreduced operating profits by £181£17 million in 20162018 compared to 2015.2017. The majority of borrowings are denominated in US dollars and euros and, after charging net finance costs, currency differences increaseddecreased profit before tax by £170£11 million in 20162018 compared to 2015.2017.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements are included in note 1 to the consolidated financial statements under the heading ‘Basis of preparation and are set forthaccounting policies’ on page 125126 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and incorporated herein by reference to Exhibit 15.2.

LIQUIDITY AND CAPITAL RESOURCES — THE GROUP

In the below discussion, 2017 and 2016 results and 2017 growth rates have been restated for the retrospective adoption of IFRS 9, 15 and 16.

Cash Flow

Cash flows from operating activities

The Group’s cash generated from operations in 20162018 amounted to £2,236£2,555 million (2015: £1,882(2017: £2,526 million; 2014: £1,8512016: £2,311 million). Included in these net cash inflows are cash outflows of £40£77 million (2015: £45(2017: £42 million; 2014: £272016: £40 million) relating to acquisition relatedacquisition-related costs. A substantial proportion of revenue is received through subscription and similar advanced receipts, principally for scientific and medical journals and exhibition fees. At December 31, 20162018 subscriptions and other revenues received in advance totalled £1,941£2,000 million (2015: £1,639(2017: £1,910 million; 2014: £1,4532016: £2,008 million).

Cash flows from investing activities

The Group’s cash outflow on the purchase of property, plant and equipment in 20162018 was £56 million (2017: £51 million (2015: £65 million; 2014: £672016: £51 million), while proceeds from the sale of property, plant and equipment amounted to £1£4 million (2015:(2017: £1 million; 2014: £102016: £1 million). The cash outflow on internally developed intangible assets in 20162018 was £282£306 million (2015: £242(2017: £303 million; 2014: £2032016: £282 million), reflecting sustained investment in new products and related infrastructure, particularly in the Legal and Scientific, Technical & Medical businesses.

During 2016,2018, the Group paid a total of £361£960 million (2015: £191(2017: £141 million; 2014: £3962016: £361 million) for acquisitions, including deferred consideration of £24£16 million (2015: £25(2017: £13 million; 2014: £342016: £24 million) on past acquisitions and after taking account of net cash acquired of £10£27 million (2015: £3(2017: £7 million; 2014: £92016: £10 million). A further £6£13 million (2015: £16(2017: £10 million; 2014:2016: £6 million) was paid on the purchase of investments during the year. During 2016,2018, the Group paid tax of £402£415 million (2015: £343(2017: £449 million; 2014: £3482016: £402 million).

Cash flows from financing activities

Share repurchases by RELX PLC and, prior to the parent companiescorporate simplification, RELX NV in 20162018 were £700 million (2015: £500(2017: £700 million; 2014: £6002016: £700 million), with a further £100 million RELX PLC shares repurchased in 20172019 as at February 22, 2017.20, 2019. On February 23, 2017,21, 2019, RELX PLC and RELX NV announced theirits intention to repurchase further ordinary shares up to the value of £600£500 million in the aggregate over the remainder of 2017.2019. In addition, the Employee Benefit Trust purchased shares totalling £43 million in the parent companies totalling2018 (2017: £39 million; 2016: £29 million (2015: £23 million; 2014: £39 million). Proceeds from the exercise of share options in 2018 were £23£21 million (2015: £24(2017: £32 million; 2014: £452016: £23 million).

During 2016,2018, the Group paid ordinary dividends totalling £683£796 million to the shareholders of RELX PLC and, until the parent companies (2015: £583corporate simplification, RELX NV (2017: £762 million; 2014: £5652016: £683 million). Dividend payments are funded by the operating cash flow of the business after capital spend.

Debt

Net borrowings, used in assessing the Group’s financial position, as at December 31, 20162018 were £4,700£6,177 million (2015: £3,782(2017: £5,042 million; 2014: £3,5502016: £5,050 million), comprising gross bank and bond borrowings of £4,843£6,005 million and £19lease liabilities of £360 million, less cash and cash equivalents of £114 million, finance lease receivables of £49 million and £25 million of related derivative financial instrument liabilities, less cash and cash equivalents of £162 million.assets. The majority of our borrowings are denominated in US dollars and euros and the weakening of sterling against the US dollar and eurobeing weaker at the year end compared with the start of the year resulted incontributed to higher net borrowings when translated into sterling. Excluding currency effects, net borrowings increased by £409£889 million.

Net borrowings are reconciled as follows:

 

As at December 31  2016   2015   2014   2018   2017(1)   2016(1) 
  £m   £m   £m   £m   £m   £m 

Cash & cash equivalents

   162    122    276    114    111    162 

Borrowings

   (4,843   (3,902   (3,825   (6,365   (5,253   (5,256

Related derivative financial instruments

   (19   (2   (1   25    43    (19

Net finance lease receivable

   49    57    63 
  

 

   

 

   

 

 
  

 

   

 

   

 

 

Net borrowings

   (4,700   (3,782   (3,550   (6,177   (5,042   (5,050
  

 

   

 

   

 

   

 

   

 

   

 

 

Liquidity

(1)

The 2017 and 2016 results have been restated for the retrospective adoption of IFRS 9, 15 and 16.

The group has a

Liquidity

During July 2018, the Group’s $2.0 billion unsecuredundrawn committed bank facility, maturing in July 2020, whichwas cancelled and replaced with a new $3.0 billion facility, consisting of a $1.75 billion tranche maturing in July 2023 and a $1.25 billion tranche maturing in July 2021. This facility provides security of funding for short-termshort term debt. At December 31, 2016,2018 this facility was undrawn.

In March 2016, €7502018, $700 million of dollar denominated fixed rate term debt was issued with a coupon of 3.5% and a maturity of five years, and €500 million of euro denominated fixed rate term debt was issued with a coupon of 1.375%1.5% and a maturity of ten years was issued.nine years.

The Group believes that it has ample liquidity and access to debt capital markets, providing the ability to repay or refinance borrowings as they mature and to fund ongoing requirements.

Contractual obligationsObligations

The contractual obligations of the Group relating to debt finance and operating leases at December 31, 20162018 analysed by when payments are due, are summarised below.

 

  Total   Less than 1 year   1-3 years   3-5 years   After 5 years   Total   Less than 1 year   1-3 years   3-5 years   After 5 years 
  (in millions)   (in millions) 

Short-term borrowings(1)(2)

   £1,176    £1,176 ��  £—    £—    £—    £1,426    £1,426    £—    £—    £— 

Long-term borrowings (including finance leases)(2)

   4,535    125    1,162    627    2,621 

Operating leases

   567    114    197    141    115 

Long-term borrowings(2)

   5,755    116    1,329    1,688    2,622 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   6,278    1,415    1,359    768    2,736    £7,181    £1,542    £1,329    £1,688    £2,622 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(1)

Short-term debt primarily comprises term debt issues maturing within one year and commercial paper, and is supported by a $2.0$3.0 billion committed bank facility maturing(of which $1.75 billion matures in July 20202023 and $1.25 billion matures in July 2021) and by the central management of cash and cash equivalents. At December 31, 20162018 the committed bank facility was undrawn.

 

(2)

Short and long-term debt obligations comprise undiscounted principal and interest cash flows. Interest cash flows are calculated by reference to the contractual payment dates and the fixed interest rates (for fixed rate debt) or the relevant forecast interest rates (for floating rate debt).

Information on retirement benefit obligations is set forth in note 6 to the consolidated financial statements under the heading ‘Pension schemes’ on pages 129133 to 132136 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and incorporated herein by reference to Exhibit 15.2.

Off-balance sheet arrangementsOff-Balance Sheet Arrangements

Except as disclosed above under “Contractual Obligations”, we have nooff-balance sheet arrangements that currently have or are reasonably likely to have a material effect on the RELX Group’sRELX’s financial condition, results of operations, liquidity, capital expenditure or capital resources.

Treasury policiesPolicies

The main treasury risks faced by the Group are liquidity risk, interest rate risk, foreign currency risk and credit risk. The Boards of RELX PLC, RELX NV and RELX Group plc agreeBoard agrees overall policy guidelines for managing each of these risks. A summary of these policies is provided in note 1918 to the consolidated financial statements as set forth under the heading ‘Financial Instruments’ on pages 150 to 154155 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and incorporated herein by reference to Exhibit 15.2.

Financial instruments are used to finance our businesses and to hedge transactions. Our businesses do not enter into speculative transactions.

Capital and liquidity managementLiquidity Management

The capital structure is managed to support ourthe Group’s objective of maximising long-term shareholder value through appropriate security of funding, ready access to debt and capital markets, cost effectivecost-effective borrowing and flexibility to fund business and acquisition opportunities while maintaining appropriate leverage to ensure an efficient capital structure.

Over the long-term, we seekthe Group seeks to maintain a cash flow conversion rate (which we define as the ratio of adjusted cash flow to adjusted operating profit) of 90% or higher and credit rating agency metrics that are consistent with a solid investment grade credit rating. The typical creditThese metrics areas defined by the rating agencies include net debt to EBITDA, on aincluding and excluding pensions and lease adjustedleases, and on an unadjusted basis, and freevarious measures of cash flow as a percentage of net debt.

Net debt on an unadjusted basisexcluding pensions is the same as net borrowings whichand is reconciledshown on page 24. Adjusted23. EBITDA is derived from net profit as follows:

 

  2018   2017(1)   2016(1) 
  2016   2015   2014   (in millions)   (in millions)   (in millions) 
  (in millions)   (in millions)   (in millions) 

Net profit for the year

  £1,169   £1,014   £960   £1,428   £1,656   £1,158 

Adjustments:

            

Taxation

   304    298    269    292    65    301 

Disposals and othernon-operating items

   40    11    11    33    (15   36 

Net finance costs

   195    174    162    211    199    213 

Amortisation of acquired intangible assets

   346    296    286 

Amortisation of acquired intangible assets (excluding joint ventures)

   287    313    342 

Depreciation and other amortisation

   257    228    237    364    343    325 

Acquisition related costs

   51    35    30 

Reclassification of tax in joint ventures

   10    (6   21 

Reclassification of finance income in joint ventures

   (1        
  

 

   

 

   

 

 

Adjusted EBITDA

  £2,371   £2,050   £1,976 

Share of results of joint ventures

   (32   (37   (37
  

 

   

 

   

 

   

 

   

 

   

 

 

EBITDA

  £2,583   £2,524   £2,338 
  

 

   

 

   

 

 

(1)

The 2017 and 2016 results have been restated for the retrospective adoption of IFRS 9, 15 and 16.

Our uses of free cash flow, after organic investment, over the longer-term balance the dividend policy, selective acquisitions and share repurchases, while retaining the balance sheet strength to maintain access to cost effective sources of borrowing.

Further detail on our capital and liquidity management is provided in note 1918 to the consolidated financial statements under the heading ‘Financial Instruments’ on pages 150 to 154155 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and incorporated herein by reference to Exhibit 15.2.

SHORT-TERM BORROWINGS

The Group operates a number of commercial paper programmes that provide flexibility for funding operational requirements on a daily basis, at short notice and at competitive rates. Commercial paper is issued under both US and Euro programmes and guaranteed by RELX PLC and RELX NV.PLC. In addition, short-term borrowing facilities are established with local banks to support the daily requirements of businesses operating in certain countries where there may be restrictions on borrowing from affiliates. Term debt consists of borrowings with an original maturity of greater than one year and which mature within 12 months of the reporting date. These short-term borrowings were backed up at December 31, 20162018 by a $2.0$3.0 billion committed bank facility maturingof which $1.75 billion matures in July 2020 which2023 and $1.25 billion matures in July 2021. This facility was undrawn.undrawn at December 31, 2018. The short-term borrowing programmes are run in conjunction with term debt programmes which comprise the majority of our debt and provide the Group with security of funding.

The average amount and the average interest rate during the year have been calculated by taking the average of the amounts outstanding at each month end (translated to sterling at the respective month end rate) and the average of the interest rate applicable at each month end. Commercial paper issuance reached a maximum month end level of £989£1,123 million in October 2016,February 2018, and short-term loans and overdrafts reached a maximum month end level of £167£144 million in January 2016,December 2018, both as a result of movements in trading cash flows and in the case of commercial paper, following the £400 million term debt maturity.flows. Term debt reached a maximum month end level of £729£834 million in September 2016October and November 2018 as the maturity of the £400CHF275 million term debt issue expiring in October 2016 andDecember 2018, the €350$400 million term debt issue expiring in May 2017January 2019 and the £300 million term debt issue expiring in August 2019 were then bothall below 12 months.

Lease liabilities have been excluded from the balances below.

Short-term borrowings as at

December 31,

  2016
£m
   2016
Weighted
average interest
rate %
   2015
£m
   2015
Weighted
average interest
rate %
   2014
£m
   2014
Weighted
average interest
rate %
 

Commercial paper

   426    (0.2)    113    0.4    465    0.3 

Short-term loans and overdrafts

   95    1.7    105    2.2    84    0.8 

Finance leases

   5    1.5    6    1.8    7    2.2 

Term debt

   633    2.3    400    5.6    120    5.2 
  

 

 

     

 

 

     

 

 

   

Total short-term borrowings

   1,159      624      676   
  

 

 

     

 

 

     

 

 

   

Average short-term borrowings

during the year ended

December 31,

  2016
£m
   2016
Weighted
average interest
rate %
   2015
£m
   2015
Weighted
average interest
rate %
   2014
£m
   2014
Weighted
average interest
rate %
 

Commercial paper

   429    0.1    458    0.3    600    0.3 

Short-term loans and overdrafts

   121    2.1    93    2.1    51    1.4 

Finance leases

   6    1.8    7    2.7    4    2.3 

Term debt

   547    3.6    111    5.6    183    3.2 

 

Maximum month end short-term borrowings  2016
£m
   2015
£m
   2014
£m
 

Commercial paper

   989    620    747 

Short-term loans and overdrafts

   167    106    103 

Finance leases

   6    7    7 

Term debt

   729    400    351 

INTELLECTUAL PROPERTY

Short-term borrowings as at

December 31,

 2018
(in millions)
  2018
Weighted
average interest
rate %
  2017
(in millions)
  2017
Weighted
average interest
rate %
  2016
(in millions)
  2016
Weighted
average interest
rate %
 

Commercial paper

  £542   0.3   £376   0.3   £426   (0.2

Short-term loans and overdrafts

  144   1.5   88   1.8   95   1.7 

Term debt

  614   5.8   209   2.8   633   2.3 
 

 

 

   

 

 

   

 

 

  

Total short-term borrowings

 £1,300   £673   £1,154  
 

 

 

   

 

 

   

 

 

  

Our products and services include and utilise intellectual property content delivered through a variety of media, including online, journals and books. We rely on trademark, copyright, patent, trade secret and other intellectual property laws, as well as in some cases licensing arrangements with third parties, to establish and protect our proprietary rights in these products and services.

Average short-term

borrowings during the year

ended December 31,

 2018
(in millions)
  2018
Weighted
average interest
rate %
  2017
(in millions)
  2017
Weighted
average interest
rate %
  2016
(in millions)
  2016
Weighted
average interest
rate %
 

Commercial paper

 £687   1.0  £467   0.7  £429   0.1 

Short-term loans and overdrafts

  56   3.3   48   3.7   121   2.1 

Term debt

 £620   5.8  £209   3.0  £547   3.6 

Maximum month end short-term borrowings  2018
(in millions)
   2017
(in millions)
   2016
(in millions)
 

Commercial paper

  £1,123   £763   £989 

Short-term loans and overdrafts

   144    90    167 

Term debt

  £834   £627   £729 

TREND INFORMATION

Trends, uncertainties and events which can affect the revenue, operating profit and liquidity and capital resources of RELX Group include the usage, penetration and customer renewal of our products and the prices that customers pay for our products, the migration of products to online services, investment in new products and services, cost control and the impact of our cost reduction programmes on operational efficiency, the levels of legal industry and academic library funding, the impact of economic conditions on corporate and other customer budgets, the actions of competitors and regulatory, legislative and legislativelegal developments.

Trends, uncertainties and events which could have a material impact on our revenue, operating profit and liquidity and capital resources are discussed in further detail in “Item 3: Key Information — Risk Factors”; “Item 4: Information on the Group”; and “Item 5: Operating and Financial Review and Prospects — Operating Results — The Group —;Results; Liquidity and Capital Resources — The Group”Resources”.

RESEARCH AND DEVELOPMENT

In 2018 RELX spent £306 million (2017: £303 million) in respect of capitalised development costs. This reflects sustained investment in new products and related infrastructure across the business. This expenditure was mainly incurred in the United States, the United Kingdom and the Netherlands.

ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

DIRECTORS

The information on the Directors of each of RELX PLC RELX NV and RELX Group plc as at February 22, 201720, 2019 is set forth under the headings ‘Executive Directors’ and‘Non-Executive Directors’ on pages 66 to 67 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and is incorporated herein by reference to Exhibit 15.2.

As a general rule,Non-Executive Directors serve for an initial term of three years, and are typically expected to serve two three-year terms, although the Boards may invite an individualbe available to serve for an additionala second three-year period. If invited to do so, they may also serve for a third period of three years.

The Directors are as follows:

 

Name (Age)

  

RELX PLC, RELX NV and RELX Group plcFunction

Erik Engstrom (53)(55)

  Executive Director and Chief Executive Officer

Anthony Habgood (70)(72)

  Non-Executive Chairman(2)(3)(4)

Wolfhart Hauser (67)(69)

  Non-Executive Director(2)(3)(4)(5)

Adrian Hennah (59)(61)

  Non-Executive Director(1)(3)(4)

Marike van Lier Lels (57)(59)

  Non-Executive Director(1)(3)(4)

Nick Luff (49)(51)

  Executive Director and Chief Financial Officer

Robert MacLeod (52)(54)

  Non-Executive Director(2)(4)

Carol Mills (63)(65)

  Non-Executive Director(1)(2)(4)

Linda Sanford (64)(66)

  Non-Executive Director(1)(2)(4)

Ben van der Veer (65)(67)

  Non-Executive Director(4)

Suzanne Wood (58)

Non-Executive Director(1)(3)(4)

 

(1)

Member of the Audit Committees of the Boards of RELX PLC, RELX NV and RELX Group plc.Committee.

 

(2)

Member of the Remuneration Committee of the Board of RELX Group plc.Committee.

 

(3)

Member of the joint Nominations Committee of the Boards of RELX PLC and RELX NV.Committee.

 

(4)

Member of the joint Corporate Governance Committee of the Boards of RELX PLC and RELX NV.Committee.

 

(5)

Senior Independent Director, as defined by the UK Corporate Governance Code.

TwoBen van der Veer stepped down as the Chairman of our long-servingNon-Executive Directors, Lisa Hookthe Audit Committee April 19, 2018 and Robert Polet, retiredas a member of the Audit Committee and Nominations Committee on September 1, 2018. On January 9, 2019 it was announced that Ben van der Veer will resign from the Boards after ourBoard, effective at the conclusion of the Company’s Annual General Meetings inMeeting on April 2016. Robert MacLeod and Carol Mills joined the Boards asNon-Executive Directors in April 2016 following the approval of the shareholders of RELX PLC and RELX NV at the Annual General Meetings. Wolfhart Hauser, who has served as aNon-Executive Director since 2013, was appointed as the Senior Independent Director, in April 2016.25, 2019.

SENIOR MANAGEMENT

The executive officers, of RELX PLC, RELX NV and RELX Group plc, other than Directors, at February 22, 201720, 2019 were:

Henry Udow: Chief Legal Officer and Company Secretary of RELX PLC and RELX Group plc.Secretary. A US and British citizen who is admitted to the Bar of New York State. Joined the Group in 2011. Prior to joining the Group he was Chief Legal Officer and Company Secretary of Cadbury plc.

Ian Fraser:Gunjan Aggarwal:Chief Human Resources Director of RELX Group plc.Officer. Joined the Group in 2005.2017. Prior to joining the Group heshe was head of Human Resources Director at BHP Billiton plcfor Ericsson’s global media business and before that held seniorhead of Human Resources for Ericsson North America. Career includes a number of Human Resources positions in human resourcesAsia, Europe and North America at Charter plcUnilever and Woolworths plc.Novartis.

Jans van der Woude:Company Secretary and Legal Counsel of RELX NV. A Dutch lawyer. Prior to joining the Group in 2009 was legal advisor to Corporate Express NV. Before that was Corporate Legal Director of TNT NV, having previously been General Counsel at Getronics NV.

COMPENSATION

The remuneration policy in relation to the Executive Directors as approved by RELX PLC shareholders at the 2014 Annual General Meeting and by the 2005 General Meeting of RELX NV as amended in 2008, 2010 and 2013; continues to apply and is hereby incorporated by reference to Exhibit 15.3.

At the 2017 Annual General Meetings, proposals forMeeting, RELX PLC shareholders approved a new remuneration policy will be put for approval, seeExecutive Directors which is set out on pages 8499 to 90105 of the Group’sRELX Annual ReportsReport and Financial Statements 2016.2018 and incorporated herein by reference to Exhibit 15.2. The 2018 grants under the multi-year incentive plans to Executive Directors were made under this policy.

The policy relating to payment for loss of office of Executive Directors andNon-Executive Directors is set out on pages 8 to 10 of Exhibit 15.3 and is incorporated herein by reference.

Compensation of executive officersExecutive Officers

The aggregate compensation (salary, annual incentive, benefits, pension, cash allowance in lieu of pension and dividend equivalents received in respect of shares vested during 20162018 under BIP and LTIP) paid during 20162018 (and in respect of the

annual incentive earned in respect of 2016)2018) to those who were executive officers (other than Directors) of RELX Group as at February 22, 201720, 2019 for the year ended December 31, 20162018 was £2,807,065,£2,710,627, which included contributions made to the pension plans in respect of such officers of £36,446.

£20,000.

The executive officers participate in an annual incentive plan (AIP) which is based on financial targets and individual key performance objectives measured over a one year period. The resulting AIP payout comprises a cash payout in March following the end of the relevant financial year (2/3rds) and deferred shares (1/3rd) which are released to participants after three years. The 2018 aggregate compensation for executive officers includes both the cash and the deferred share elements of the 2018 AIP.

In 2018, we also granted conditional share awards to the executive officers under the LTIP, see “Share Ownership — Share Ownership by Directors and Executive Officers” below.)

ANNUAL REMUNERATION REPORT

The Annual Remuneration Report is set out on pages 9285 to 104106 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and is incorporated herein by reference to Exhibit 15.2.

SHARE OWNERSHIP

Executive Directors’ multi-year incentive interests

This information is set forth under the heading ‘Multi-year incentive interests’ on pages 9994 to 10095 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and is incorporated herein by reference to Exhibit 15.2.

The GroupEquity-Based Plans

As of December 31, 20162018 we operated and/or had awards outstanding under a number of equity-based plans as follows:

 

(i)

All-Employee Equity-Based Plans

The following twothree plans are localall-employee equity based plans:

 

(a)

UK SAYE Share Option Scheme (the SAYE Scheme)

Options over RELX PLC ordinary shares have been granted under the SAYE Scheme. Shares may be acquired at not less than the higher of (i) 80% of the closing market price for the relevant share on The London Stock Exchange three dealing days before invitations to apply for options are issued, and (ii) if new shares are to be subscribed, their nominal value.

All UK employees of RELX Group plc and participating companies under its control in employment at the date of invitation are entitled to participate in the SAYE Scheme. In addition, the Directors of RELX Group plc may permit other employees of RELX Group plc and participating companies under its control to participate.

Invitations to apply for options may normally only be issued within 42 days after the announcement of our consolidated results for any period. No options may be granted more than 10 years after the approval of the scheme. A new 2013 SAYE Share Option Scheme was implemented during 2013. It replaced the 2003 SAYE Share Option Scheme, under which the final grant of options permitted within the scheme’s 10 year validity period was made during 2012. Outstanding options granted under the 2003 SAYE Share Option Scheme will remain capable of exercise until 2018.

On joining the SAYE Scheme, a save as you earn contract (a Savings Contract) must be entered into with an appropriate savings body, under which savings of between £10 and £500 per month may be made to such savings body for a period of three or five years. A bonus may be payable under the Savings Contract at the end of the savings period. Bonus rates are determined by HMRC. The amount of the monthly contributions may be reduced if applications exceed the number of RELX PLC ordinary shares available for the grant of options on that occasion.

The number of RELX PLC ordinary shares over which an option may be granted is limited to that number of shares which may be acquired at the exercise price out of the repayment proceeds (including any bonus) of the Savings Contract.

Options under the SAYE Scheme may normally only be exercised for a period of six months after the bonus date under the relevant Savings Contract. However, options may be exercised earlier than the normal exercise date in certain specified circumstances, including death, or on ceasing employment on account of injury, disability, redundancy, reaching the specified retirement age, or upon retirement under our self-standing retirement policy for the SAYE Scheme or the sale of the business or subsidiary for which the participant works, or on ceasing employment for any other reason, or provided the option has been held for at least three years. Exercise is allowed in the event of an amalgamation, reconstruction or take-over of the company whose shares are under option; alternatively, such options may, with the agreement of an acquiring company or a company associated with it, be exchanged for options over shares in the acquiring company or that associated company. Options may also be exercised in the event of the voluntarywinding-up of the company whose shares are under option. In the event that options are exercised before the bonus date, the participant may acquire only the number of shares that can be purchased with the accumulated savings up to the date of exercise, plus interest (if any).

In the event of any capitalisation or rights issue by RELX PLC, or RELX NV, or of any consolidation, subdivision or reduction of theirits share capital, the number of shares subject to any relevant option and/or the exercise price may be adjusted with the approval of HMRC, subject to the independent auditors of RELX Group plcPLC confirming in writing that such adjustment is, in their opinion, fair and reasonable.

The executive directorsExecutive Directors have waived their right to participate in the SAYE Scheme.

 

(b)

Netherlands convertible debenture stock arrangements

Subscriptions under this scheme ceased in 2017, but there are still conversion rights outstanding under this scheme. This facility consistsconsisted of an annual issue by RELX NV of a convertible debenture loan (the Netherlands Convertible Debenture Stock Scheme) that iswas open for subscription by staff employed by our companies in the Netherlands or temporarily seconded to affiliates abroad. The interest rate of the scheme is determined quarterly on the basis of the highest market rates on internet savings which can be withdrawn at a day’s notice in the Netherlands. Employees canUnder this scheme employees could annually subscribe for one or

more debentures of €200 each, up to a

maximum amount equal to 20% of the equivalent of 15 times the employee’s fixed gross monthly salary, including any fixed monthly allowances, but excluding anynon-monthly salary components (holiday pay, annual incentives, profit shares etc). Interest is payable in arrears in the month of January following the subscription year. The loans have a term of 10 years. During the10-year term of the loan employees can decide to convert their claim oninto RELX NV intoPLC shares at an exercise price equal to the share price of a RELX NV share on Euronext Amsterdam on the last dealing day of the month in which the employee has subscribed for the loan (the exercise price). Each debenture of €200 can be converted into 50 shares in RELX NVPLC against payment of 50 times the exercise price, less €200.

The Executive Directors were not eligible to participate in this scheme.

 

(ii)(c)

Dutch Share Purchase Plan (DSPP)

In lieu of the Netherlands convertible debenture stock arrangement, with effect from 2018, all Dutch employees of RELX Nederland BV and participating companies under its control who are neither in their probation period nor under notice at the date of invitation and who are in receipt of salary via a Dutch payroll are entitled to participate in the DSPP. Each cycle of the DSPP operates on a standalone basis and eligibility is assessed for each cycle that is offered. The first cycle of the DSPP launched in March 2018 and completed in December 2018.

Participating employees make monthly contributions out of net salary which are used to purchase RELX PLC shares, listed on Euronext Amsterdam (investment shares). Minimum and maximum annual contribution amounts apply to each cycle. In 2018, the maximum annual contribution amount was €6,000, with aone-off opportunity to contribute an additional €1,000 to mark the launch of the plan, and the minimum annual contribution amount was €250. At the end of the 2018 DSPP cycle, participants who were still in RELX employment, and who had not sold any of the investment shares purchased during the year, received matching shares from RELX equal to 20% of the investment shares purchased during 2018. Investment shares acquired under the DSPP accrue normal RELX dividends which are automatically reinvested into additional RELX PLC shares.

The Executive Directors are not eligible to participate in the DSPP.

(ii)

Executive Equity-Based Plans

Our executive equity-based plans comprise:

 

(a)

Long-term incentive plan (LTIP)

The LTIP 2013 applies to senior executives (including executive officers and executive directors)Executive Directors). Awards may be granted as performance share awards ornil-cost options but it is currently intended to only grant performance share awards. Awards vest subject to performance measured over three financial years. Awards may be satisfied with new issue shares, a transfer of treasury shares or shares purchased in the market, but it is currently intended to continue the existing practice of satisfying awards with shares purchased in the market. The performance measures and targets applicable to awards granted in 20162018 under this plan are set forth on page 97 ofdetailed in the Group’s Annual Reports and Financial Statements 2016 and are incorporated herein by reference to Exhibit 15.2.table below. The vesting of awards is also subject to participants meeting a minimum shareholding requirement and continued employment (except for certain categories of approved leavers). Dividend equivalents accrue over the performance period and are paid out in cash at the end to the extent that the awards vest. Further, shares vested from awards granted to the executive directors from 2014 onwardsExecutive Directors in 2015 through to 2017 are subject to a further six months holding period post vesting.vesting which has been increased to two years for shares vested from awards granted to Executive Directors from 2018 onwards.

LTIP: 2018-2020 cycle

Vesting is dependent on three separate performance measures: a total shareholder return (“TSR”) measure (comprising three comparator groups), an EPS measure and a return on invested capital (“ROIC”) measure, weighted 20%:40%:40% respectively and assessed independently.(1)

 

Vesting percentage of each third

of the TSR tranche(2)

TSR ranking within the relevant

TSR comparator group

0%below median
30%median
100%upper quartile

(1)

The calculation methodology for TSR, EPS and ROIC is set out in the 2013 Notices of Annual General Meeting, which can be found on our website,www.relx.com. The information on our website is not incorporated by reference into this report.

Each comparator group comprises approximately 40 companies. The companies for the2018-20 LTIP cycle were selected on the same basis as the comparator groups for prior cycles under this plan.

(2)

Vesting is on a straight-line basis for performance between the minimum and maximum levels.

Vesting percentage of EPS

and ROIC tranches*

 

Average growth

in adjusted

EPS over the three-year

performance period

 

ROIC in the third year of

the performance period

0% below 5% p.a. below 12.0%
25% 5% p.a. 12.0%
50% 6% p.a. 12.40%
65% 7% p.a. 12.8%
75% 8% p.a. 13.20%
85% 9% p.a. 13.6%
92.5% 10% p.a. 14.0%
100% 11% p.a. or above 14.4% or above

*

Vesting is on a straight-line basis for performance between the stated average adjusted EPS growth/ROIC percentages.

(b)

Executive share option schemes (ESOS)

The plans in this category comprise the Executive Share Option Scheme 2013 (ESOS 2013) and the Share Option Scheme 2003 (ESOS 2003). Details of the ESOS 2003 have been disclosed in previous Annual Reports on Form20-F.

The ESOS 2013 applies to around 1,000 executives (including executive officers and executive directors).executives. Market value options are granted which vest (subject to performance in the case of executive directors)Executive Directors) after three years and remain exercisable, subject to continued employment, until the tenth anniversary of grant. Options may be satisfied with new issue shares, a transfer of treasury shares or shares purchased in the market, but it is currently intended to continue the existing practice of satisfying options with new issue shares. The performance measure

No grants under ESOS 2013 were made to Executive Directors in 2018. Outstanding unvested awards held by the executives and targets applicable to options granted in 2016 under this plan to executive directors are set forth on page 97Directors will vest and become exercisable at the end of the Group’s Annual Reports and Financial Statements 2016 and are incorporated herein by reference to Exhibit 15.2.relevant performance/vesting period, as applicable.

ESOS 2003 has options outstanding under it but no further options have been granted under this plan since 2013.

 

(c)

Bonus investment plans (BIP)

No awards were made under the BIP in 2018 and no further awards will be granted under this plan. There are unvested awards outstanding under this plan which will vest at the normal time at the end of the applicable performance period.

The Bonus Investment Plan 2010 (BIP 2010) iswas a voluntary plan aimed at encouraging personal investment in, and ongoing holding of, RELX shares to promote greater alignment with shareholders and support the retention of key talent. Details of the BIP 2010 have been disclosed in previous Annual Reports on Form20-F. Awards were made in 2016 under BIP 2010 to senior executives (including executive officers and executive directors). The performance measures and targets applicable to awards granted in 2016 are set forth on page 97 of the Group’s Annual Reports and Financial Statements 2016 and is incorporated herein by reference to Exhibit 15.2.

BIP:2017-19 cycle

Match earned on

personal investment

 

Average growth

in adjusted

EPS over the three-year

performance period*

 

ROIC in the third year of

the performance period*

0% below 4% p.a. below 12.5%
50% 4% p.a. 12.5%
75% 6.5% p.a. 13.0%
100% 9% p.a. or above 13.5% or above

 

*

EPS and ROIC have equal weighting and straight-line vesting applies to performance between the points.

(d)

Retention Share Plan (RSP) and Restricted Share Plan (RSP 2014)

The RSP is used to facilitate the grant ofone-off awards of restricted shares, where appropriate, to senior new hires for example, to buy out share-based awards from previous employment. The restricted shares which have been awarded will be satisfied by shares purchased in the market and executive directorsExecutive Directors are not eligible to participate. In 2014, the RSP 2014 replaced the RSP for the type of awards described above. No awards have yet been granted under the RSP 2014.

Since 2006, employees eligible to participate in the ESOS (see (b) above), other than executive directors,Executive Directors, have been able to choose prior to the date of grant whether to receive all or part of their grant in the form of restricted shares based on apre-determined conversion ratio of one share for every five options that would otherwise be granted to them under ESOS. The RSP is the vehicle used to deliver the award of such restricted shares. The restricted shares vest after the expiry of three years from the date of grant, subject to the participant remaining employed by us or a participating company under our control. The restricted shares awarded are satisfied by shares purchased in the market.

Share optionsOptions and conditional share awardsConditional Share Awards

At February 22, 201720, 2019 the total number of shares subject to outstanding options was:

 

   Number of
outstanding
options
   Options over
shares
  Option price
range
 

UK SAYE Scheme

   2,351,4092,015,280   RELX PLC  £4.108-£10.3207.088-12.512 

Netherlands Convertible Debenture Stock Scheme

   2,046,0571,390,525   RELX NVPLC  4.781-€16.1755.34-19.39 

ESOS

   5,239,1975,110,187   RELX PLC  £4.665-£14.3104.67-17.11 
   5,562,1194,755,998   RELX NVPLC  5.403-€15.8405.40-19.17 

 

Share options are expected, upon exercise, to be met by the issue of new ordinary shares.

At February 22, 201720, 2019 the following conditional share awards were also outstanding:

 

   Number of
outstanding
awards
   Awards over
shares in
 

BIP*

   1,944,0822,187,159    RELX PLC 
1,980,050RELX NV

LTIP

   2,562,6535,590,884    RELX PLC 
2,737,357RELX NV

RSP

   920,1911,310,584    RELX PLC 
852,464RELX NV

 

*

Comprises RELX ordinary shares and RELX ADRs.

Share ownershipOwnership by Directors and Executive Officers

The interests of those individuals who were Directors of RELX PLC and RELX NV as at December 31, 20162018 in the issued share capital of the respective companiesRELX PLC at the beginning and end of the year are shown under the heading ‘Statement of Directors’ shareholdings and other share interests’ on page 9893 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and is incorporated herein by reference to Exhibit 15.2.

The interests of the current executive directorsExecutive Directors of RELX PLC and RELX NV in the issued share capital of the respective companiesRELX PLC as at March 6, 2017February 27, 2019 were:

 

   Interest in
RELX
PLC shares
   Interest in
RELX
NV shares
 

Erik Engstrom

   200,490    804,181

Nick Luff

   124,847    136,095 
Interest in
RELX
PLC shares

Erik Engstrom

1,014,006

Nick Luff

270,203

 

*

Comprises ordinary shares and ADRs.

Shares and options held by executive officers

The following table indicates the total aggregate number of RELX PLC and RELX NV securities beneficially owned (comprising ordinary shares and ADRs) and the total aggregate number of share options (comprising ordinary shares only) and conditional share awards (comprising ordinary shares and ADRs) held by the executive officers (other than Directors) of RELX Group plc (threethe Company (two persons) in office as of February 22, 2017:20, 2019:

 

  RELX PLC
shares
  RELX
PLC
ordinary
shares
subject to
options
  RELX
PLC
conditional
share
awards
  RELX NV
shares
  RELX NV
ordinary
shares
subject to
options
  RELX NV
conditional
share
awards
 

Executive officers (other than Directors)

  355,862   152,175   387,033   136,184   190,994   307,812 
   RELX PLC
shares
   RELX
PLC £
ordinary
shares
subject to
options
   RELX
PLC €

ordinary
shares
subject to
options
   RELX
PLC
conditional
share
awards
 

Executive officers (other than Directors)

   532,339    121,572    125,724    355,671 

 

The options over RELX PLC pound sterling denominated ordinary shares included in the above table are exercisable at prices ranging from £5.155 to £12.55£14.945 per share and between the 3rd anniversary of their respective grant date hereof and 2026.2028 (except for SAYE options which will be exercisable for six months from the respective maturity date). The options over RELX NVPLC Euro denominated ordinary shares included in the above table are exercisable at prices ranging from €5.832 to €15.365€16.7225 per share and between the 3rd anniversary of their respective grant date hereof and 2026.2028. The RELX PLC and RELX NV conditional share awards included in the above table will vest between 20172019 and 2019.

2021.

In 2018, we granted a total of 129,910 conditional share awards to the executive officers under the LTIP (which is described above under “Executive Equity-Based Plans”).

BOARD PRACTICES

THE GROUP

Membership of the Boards of RELX PLC, RELX NV and RELX Group plc is aligned. All of the Directors of RELX Group plc are also Directors of RELX PLC and RELX NV. RELX NV may nominate for appointment up to twoNon-Executive Directors who are not appointed to the Boards of either RELX PLC or RELX Group plc. Subject to shareholders of RELX PLC and RELX NVre-electing those Directors who are standing forre-election at their respective Annual General Meetings in 2017, all the Directors of RELX Group plc will also be Directors of RELX PLC and of RELX NV. For additional information regarding theThe Board membership positions and executive officer positions within the Group, see “Directors” and “Senior Management” on page 28. Details of the membership of the Audit Committees of RELX Group plc, RELX PLC and RELX NV and details of the membership of the Remuneration Committee are given under “Directors” on page 28.

RELX GROUP PLC

The RELX Group plc Boardcurrently consists of two Executive Directors and eightnineNon-Executive Directors. A person may only be appointed or proposed or recommended for appointment to the Board if that person has been nominated for that appointment by the joint Nominations Committee of RELX PLC and RELX NV. Persons nominated by the Nominations Committee will be required to be approved by the RELX Group plc Board, prior to appointment to the RELX Group plc Board.

Decisions of the Board of Directors of RELX Group plc require a simple majority, and the quorum required for meetings of the Board of RELX Group plc is any two Directors.

The RELX Group plc Board has established the following Committees:

Audit — currently comprising five independentNon-Executive Directors; and

Remuneration — currently comprising three independentNon-Executive Directors and the Chairman of RELX Group plc.

Copies of the terms of reference of the Audit Committee and the Remunerations Committee are available on request and can be viewed on our website, www.relx.com. The information on our website is not incorporated by reference into this report.

Arrangements established at the time of the merger of RELX PLC’s and RELX NV’s businesses provide that, if any person (together with persons acting in concert with him) acquires shares, or control of the voting rights attaching to shares, carrying more than 50% of the votes ordinarily exercisable at a general meeting of RELX PLC or RELX NV and has not made a comparable takeover offer for the other party, the other party may by notice suspend or modify the operation of certain provisions of the merger arrangements, such as (i) the right of the party in which control has been acquired (the “Acquired Party”) to appoint or remove directors of RELX PLC, RELX NV and RELX Group plc and (ii) the Standstill Obligations (defined below) in relation to the Acquired Party. Such a notice will cease to apply if the person acquiring control makes a comparable offer for all the equity securities of the other within a specified period or if the person (and persons acting in concert with him) ceases to have control of the other.

In the event of a change of control of one parent company and not the other (where there has been no comparable offer for the other), the parent company which has not suffered the change in control will effectively have the sole right to remove and appoint directors of RELX Group plc. Also, a director removed from the Board of a parent company which has suffered a change in control will not have to resign from the Board of the other parent company or RELX Group plc.

The articles of association of RELX Group plc contain certain restrictions on the transfer of shares in RELX Group plc. In addition, pursuant to arrangements established at the time of the merger, neither RELX PLC nor RELX NV may acquire or dispose of any interest in the share capital of the other or otherwise take any action to acquire the other without the prior approval of the other (the “Standstill Obligations”). The Panel on Takeovers and Mergers in the United Kingdom (the “Panel”) has stated that in the event of a change of statutory control of either RELX PLC or RELX NV, the person or persons acquiring such control will be required to make an offer to acquire the share capital of RELX Group plc held by the other, in accordance with the requirements of the City Code on Takeovers and Mergers in the United Kingdom. This requirement would not apply if the person acquiring statutory control of either RELX PLC or RELX NV made an offer for the other on terms which are considered by the Panel to be appropriate.

RELX PLC

The RELX PLC Board currently consists of two Executive Directors and eightNon-Executive Directors. A person may only be appointed or proposed or recommended for appointment to the Board if that person has been nominated for that

appointment by the joint Nominations Committee of RELX PLC and RELX NV. Persons nominated by the Nominations Committee will be required to be approved by the RELX PLC Board, prior to appointment to the RELX PLC Board. A copy of the terms of reference of the Nominations Committee is available on request and can be viewed on our website, www.relx.com. The information on our website is not incorporated by reference into this report.

Notwithstanding the provisions outlined above in relation to the appointment to the Board, RELX PLC shareholders retain their rights under RELX PLC’s articles of association to appoint Directors to the RELX PLC Board by ordinary resolution. RELX PLC shareholdersShareholders may also, by ordinary resolution, remove a Director from the Board of RELX PLC, and in such circumstances that Director will also be required to be removed or required to resign from the Boards of RELX NV and RELX Group plc (except in circumstances where there has been a change of control of RELX PLC and not RELX NV).Board.

The RELX PLC Board has also established the following Committees:

 

  

Audit — currently comprising fivefour independentNon-Executive Directors;

 

  

Corporate Governance — a joint Committee of RELX PLC and RELX NV,currently comprising allNon-Executive Directors of each company; andDirectors;

 

  

Nominations — a joint Committee of RELX PLC and RELX NV, currently comprising threefourNon-Executive Directors including the Chairman of the Board.Board; and

RELX

Remuneration — currently comprised of fourNon-Executive Directors including the Chairman of the Board, which is responsible for determining the remuneration policy (subject to shareholders approval) and monitoring and deciding its implementation for the Executive Directors, the Chairman and senior executives below Board level.

For additional information regarding the Board membership positions and executive officer positions within the Group, plc has established asee “Directors” and “Senior Management” on page 27. Details of the membership of the Audit Committee of and details of the membership of the Remuneration Committee which is responsible for determining the remuneration policy (subject to shareholder approval) and monitoring and deciding its implementation for the Executive Directors of RELX PLC and RELX Group plc, and considering the remuneration for the Executive Directors of RELX NV.are given under “Directors” on page 27.

Under the articles of association of RELX PLC, one third of the Directors shall retire from office and, if they wish, make themselves available forre-election by shareholders at the Annual General Meeting. Notwithstanding these provisions in the articles of association, in accordance with the provisions of the UK Corporate Governance Code all Directors normally retire and, unless they are standing down will offer themselves forre-election at each Annual General Meeting.

RELX NV

RELX NV has a unitary board comprising both Executive andNon-Executive Directors. The Board currently comprises two Executive Directors and eightNon-Executive Directors. Directors shall be appointed by the General Meeting upon a proposal of theNon-Executive Directors based on a nomination for appointment by the joint Nominations Committee of RELX NV and RELX PLC. The articles of association of RELX NV provide that a resolution of the General Meeting to appoint a Director other than in accordance with a proposal of the Board can only be taken by a majority of at leasttwo-thirds of the votes cast if less thanone-half of RELX NV’s issued capital is represented at the meeting.

The General Meeting of RELX NV may also, by ordinary resolution, resolve to suspend or dismiss each Director of RELX NV. In addition, each Executive Director of the Board can, at any time, be suspended by the Board. In such circumstances that Executive Director will also be required to be removed or required to resign from the Boards of RELX PLC and RELX Group plc (except in circumstances where there has been a change of control of RELX NV and not RELX PLC).

The RELX NV Board has established the following committees:

Audit — currently comprising fiveNon-Executive Directors;

Corporate Governance — a joint Committee of RELX NV and RELX PLC, comprising allNon-Executive Directors of each company; and

Nominations — a joint Committee of RELX NV and RELX PLC, currently comprising threeNon-Executive Directors including the Chairman of the Board.

RELX Group plc has established a Remuneration Committee, which is responsible for considering the remuneration for the Executive Directors of RELX NV, and determining the remuneration policy (subject to shareholder approval) and monitoring its implementation for the Executive Directors of RELX Group plc and RELX PLC.

Under the Articles of Association of RELX NV, a Director of RELX NV shall retire no later than on the day on which the first General Meeting is held following the lapse of three years after his appointment, with the possibility ofre-appointment and shall retire periodically in accordance with a rotation plan drawn up by the Board. Notwithstanding these provisions in the articles of association, in accordance with the provisions of the UK Corporate Governance Code all Directors retire and seekre-appointment at each Annual General Meeting. To align the arrangements regarding appointment for the Boards of RELX NV and RELX PLC annualre-appointment shall not affect the term of their three-year appointment. As a general rule,Non-Executive Directors serve for two three-year terms. The Nominations Committee may recommend that

individualNon-Executive Directors serve up to one additional three-year term. A schedule with the anticipated dates of retirement of Directors is published on our website, www.relx.com. A copy of the terms of reference of the Nominations Committee is available on request and can be viewed on our website. The information on our website is not incorporated by reference into this report.

EMPLOYEES

The number of people employed is disclosed in note 5 to the consolidated financial statements set forth in note 5 under the heading ‘Personnel’ on page 128133 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and is incorporated herein by reference to Exhibit 15.2.

The Board of RELX Group plcPLC is fully committed to the concept of employee involvement and participation, and encourages each of its businesses to formulate its own tailor-made approach with theco-operation of employees. We are an equal opportunity employer, and recruit and promote employees on the basis of suitability for the job. Appropriate training and development opportunities are available to all employees. A code of ethics and business conduct applicable to employees within the Group has been adopted throughout its businesses.

ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

MAJOR SHAREHOLDERS

RELX PLC

Substantial share interests

As at March 6, 2017,February 27, 2019, we had been notified by the following shareholders that they held an interest of 3% or more in voting rights(1) of the issued share capital of RELX PLC. The number of shares and percentage interests stated below are as disclosed at the date on which the interests were notified to us:us, and are based on voting rights prior to the corporate simplification:

 

Identity of Person or Group(2)

  Number of
Shares
   % of Class   Number of
Shares
   % of Class 

BlackRock, Inc

   107,062,804    9.62    113,872,017    10.89 

Invesco Limited

   58,810,637    5.03    58,810,637    5.03 

Legal & General Group plc

   41,300,403    3.40    41,300,403    3.40 

 

(1)

Under the UK Disclosure and Transparency Rules, subject to certain limited exceptions, persons or groups with an interest of 3% or more in voting rights of the issued RELX PLC ordinary share capital are required to notify both RELX PLC and the UK Financial Conduct Authority of their interest. Shares held in treasury, which do not carry voting rights, are disclosed on page 42.35.

 

(2)

Under the UK Large andMedium-sized Companies and Groups (Financial Statements and Reports) Regulations 2008, RELX PLC is required to disclose information they are aware of regarding the identity of each person with a significant direct or indirect holding of securities in RELX PLC as at the financial year end.

As far as RELX PLC is aware, except as disclosed herein, it is neither directly or indirectly owned nor controlled by one or more corporations or by any government.

There were no material or unusual transactions between RELX and any of the entities listed above.

At December 31, 20162018 there were 13,67376 ordinary shareholders, including the depositary for RELX PLC’s ADR programme, with a registered address in the United Kingdom,States, representing 99.91%0.00% of shares issued.

RELX PLC is not aware of any arrangements the operation of which may at a subsequent date result in a change in control of RELX PLC. The major shareholders of RELX PLC do not have different voting rights to other ordinary shareholders.

RELX NV

Substantial share interests

As of March 6, 2017, we were aware of the following disclosable interests of 3% or more in the issued RELX NV shares based on the public database of and on notification received from the Netherlands Authority for the Financial Markets(1) or provided as a Schedule 13G filing(2). The number of shares and percentage interests stated below are as disclosed on the date on which the interests were notified to us:

Identity of Person or Group

  Number of
Shares
   % of Class 

BlackRock, Inc

   70,982,454    7.00 

RELX NV(3)

   54,292,694    5.18 

Henderson Group Plc

   52,462,008    5.00 

The Bank of New York Mellon Corporation

   52,392,726    5.01 

FIL Limited

   43,038,441    3.56 

Jupiter Asset Management Limited

   31,545,168    3.01 

Massachusetts Financial Services Company

   23,977,291    3.03 

(1)Under Article 5:38 of the Netherlands Financial Markets Supervision Act, any person acquiring or disposing of shares or voting rights in public companies established under the laws of the Netherlands listed on a stock exchange in the European Union, is required to notify the Netherlands Authority for the Financial Markets (AFM) without delay if such person knows, or should know, that such interest therein reaches, exceeds or drops below a 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95% threshold. No interest in the shares or voting rights of RELX NV of 10% or more has been disclosed in the AFM’s registers. Shares held in treasury, which do not carry voting rights, are disclosed on page 45.

(2)The Securities Exchange Act of 1934, as amended, requires any person who has, as at the end of the calendar year, a direct or indirect beneficial interest in 5% or more of the issued share capital of a company, to file a statement on Schedule 13G with the Securities and Exchange Commission reporting such interest within 45 days following the end of the calendar year.

(3)Under Dutch regulations, RELX NV is required to notify the AFM if it acquires shares in its own capital as a result of which its percentage of shares in its own capital reaches, exceeds or falls below certain thresholds (including 3% and 5%).

As far as RELX NV is aware, except as disclosed herein, it is neither directly nor indirectly owned or controlled by any single corporation or corporations acting jointly, nor by any government.

RELX NV is not aware of any arrangements the operation of which may at a subsequent date result in a change in control of RELX NV. The major shareholders of RELX NV do not have different voting rights to other ordinary shareholders.

RELATED PARTY TRANSACTIONS

Transactions with joint ventures and key management personnel, comprising the Executive andNon-Executive Directors of RELX PLC, and RELX NV, are set out in note 2827 to the consolidated financial statements set forth under the heading ‘Related party transactions’ on page 161162 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and is incorporated herein by reference to Exhibit 15.2.

Further details of remuneration of key management personnel are set out in “Item 6 — Directors, Senior Management and Employees”.

ITEM 8: FINANCIAL INFORMATION

FINANCIAL STATEMENTS

See Item 18: Financial Statements, incorporated herein by reference.

There were no subsequent events after the balance sheet date which would require disclosure in the consolidated financial statements for the year ended December 31, 2016.

DIVIDEND POLICY

Dividends to RELX PLC and RELX NV shareholders are, other than in special circumstances, equalised at the gross level. Until April 6, 2016, this included the then prevailing UK attributable tax credit of 10% available to certain RELX PLC shareholders. The UK government abolished these dividend tax credits with effect from April 6, 2016, so that dividends paid after this date are the same for both RELX PLC and RELX NV. As a result of this change, reported earnings per share also have the same value for each RELX PLC and RELX NV share from 2016. The exchange rate used for each dividend calculation as defined in the RELX Group governing agreement is the average of the closing mid-point spot euro:sterling exchange rate for the five consecutive business days commencing with the tenth business day before the dividend determination date. The Boardspolicy of RELX PLC and RELX NV have adopted dividend policies in recent years in respect of their equalised dividends that,is, subject to currency considerations, more closely align dividend growthto grow dividends broadly in line with growth in adjusted earnings per share consistent withwhile maintaining dividend cover (being the number of times the annual dividend normally beingis covered overby the longer termadjusted earnings per share) of at least two times by adjusted earnings per share (i.e. beforeover the amortisation of acquired intangible assets, acquisition related costs, net financing charge on defined benefit pension schemes, disposal gains and losses and other non-operating items, related tax effects, other deferred tax credits from intangible assets and exceptional prior year tax credits).longer term.

LEGAL PROCEEDINGS

Various of the Group’sRELX PLC’s subsidiaries operating in the United States have been the subject of legal proceedings and federal and state regulatory actions relating to data security breaches,incidents, pursuant to which unauthorised persons obtained personal information from our databases, or alleged breaches ofnon-compliance with privacy laws in connection withregarding the obtaining and disclosure by such subsidiaries of information without the consent of the individuals involved. The principal actions and investigations have been settled, with the substantial portion of cash payments agreed to be paid by these subsidiaries being reimbursed by insurance and third-party indemnities. The settlements generally require strictcomprehensive data security programmes, submissions of regulatory reports andon-going monitoring by independent third parties to ensure our compliance with the terms of those settlements. While the costs of suchon-going monitoring will be borne by us, neither the costs of compliance nor the costs of suchon-going monitoring are expected to have a material adverse effect on our financial position or the results of our operations.

ManyVarious of theRELX PLC’s subsidiaries offer products offered by Risk & Business Analytics are subject to regulation under the US Fair Credit Reporting Act (“FCRA”), Gramm Leach Bliley Act (“GLBA”), Driver’s Privacy Protection Act (“DPPA”) and related state laws requiringthat require that we meet certain obligations in connection with the disclosure of information. Certain of these laws further provide for statutory penalties and attorneys’ fees fornon-compliance. In the normal course of its business, Risk & Business Analytics deals with individual and class action lawsuits claiming violation of one or more of these statutes. Other than pending matters, to date, these cases have either been settled or successfully defended with a substantial portion of cash payments agreed to be paid by our insurance providers. These proceedings have not had, and are not expected to have, a material adverse effect on our financial position or the results of our operations.

We are party to various other legal proceedings arising in the ordinary course of our business, the ultimate resolutions of which are not expected to have a material adverse effect on our financial position or the results of our operations.

ITEM 9: THE OFFER AND LISTING

TRADING MARKETS

RELX PLC

The RELX PLC ordinary shares are listed on the London Stock Exchange, Euronext Amsterdam and the New York Stock Exchange. The London Stock Exchange is the principal trading market for RELX PLC ordinary shares. Trading on the New York Stock Exchange is in the form of American Depositary Shares (ADSs), evidenced by American Depositary Receipts (ADRs) issued by Citibank N.A., as depositary. Each ADS represents one RELX PLC ordinary share.

The table below sets forth,tickers for the periods indicated, the high and low closing middle market quotations for theeach of RELX PLC ordinary shares on the London Stock Exchange as derived from the Daily Official List of the London Stock Exchange and the high and low last reported sales prices in US dollars for the RELX PLC ADSs on the New York Stock Exchange, as derived from the New York Stock Exchange Composite Tape, and reported by Bloomberg:PLC’s listings are detailed below:

       Pence per ordinary share           US dollars per ADS     

Calendar Periods

  High   Low   High   Low 

2016

   1,502    1,126    19.75    16.22 

2015

   1,220    1,011    18.38    15.63 

2014(1)

   1,113    866    17.44    14.43 

2013(1)

   899    641    15.01    10.25 

2012(1)

   652    469    10.51    7.23 

2016

        

Fourth Quarter

   1,502    1,282    19.31    16.22 

Third Quarter

   1,471    1,390    19.75    18.50 

Second Quarter

   1,376    1,192    19.27    17.17 

First Quarter

   1,306    1,126    19.05    16.48 

2015

        

Fourth Quarter

   1,220    1,119    18.32    17.16 

Third Quarter

   1,132    1,011    17.67    15.63 

Second Quarter

   1,179    1,035    17.44    16.21 

First Quarter

   1,188    1,066    18.38    16.19 

2014(1)

        

Fourth Quarter

   1,113    939    17.44    14.92 

Third Quarter

   1,011    917    16.64    15.80 

Second Quarter

   959    866    16.32    14.60 

First Quarter

   935    878    15.64    14.43 

Month

        

February 2017

   1,505    1,415    19.07    18.20 

January 2017

   1,471    1,398    18.21    17.75 

December 2016

   1,449    1,333    17.97    17.15 

November 2016

   1,446    1,282    17.94    16.22 

October 2016

   1,502    1,429    19.31    17.75 

September 2016

   1,470    1,414    19.75    18.91 

 

(1)Following the corporate restructuring in 2015, as discussed in further detail on page 10, RELX PLC ADSs were adjusted such that one RELX PLC ADS represents one RELX PLC share. Prior period comparatives have been adjusted retrospectively to reflect this change.

London Stock Exchange — ‘REL’

RELX NV

The RELX NV shares are quoted on Euronext Amsterdam NV and the New York Stock Exchange. Euronext Amsterdam is the principal trading market for RELX NV shares. Trading on the New York Stock Exchange is in the form of ADSs, evidenced by ADRs issued by Citibank N.A., as depositary. Each ADS represents one RELX NV share.

The table below sets forth, for the periods indicated, the high and low closing middle market quotations for the RELX NV shares on Euronext Amsterdam as derived from theOfficiële Prijscourant of Euronext Amsterdam and the high and low last reported sales prices in US dollars for the RELX NV ADSs on the New York Stock Exchange, as derived from the New York Stock Exchange Composite Tape, and reported by Bloomberg:

       € per ordinary share           US dollars per ADS     

Calendar Periods

  High   Low   High   Low 

2016

   16.34    13.65    18.28    14.98 

2015

   16.50    12.42    17.45    14.78 

2014(1)

   12.97    9.56    16.03    13.26 

2013(1)

   10.28    7.27    13.98    9.42 

2012(1)

   7.39    5.31    9.62    6.62 

2016

        

Fourth Quarter

   16.15    13.99    17.91    14.98 

Third Quarter

   16.34    15.43    18.28    17.21 

Second Quarter

   15.84    14.21    18.06    16.01 

First Quarter

   15.68    13.65    17.82    15.42 

2015

        

Fourth Quarter

   16.50    14.34    17.45    16.30 

Third Quarter

   15.45    13.21    16.81    14.95 

Second Quarter

   15.65    13.74    16.58    15.23 

First Quarter

   15.40    12.42    16.75    14.78 

2014(1)

        

Fourth Quarter

   12.97    10.67    16.03    13.66 

Third Quarter

   11.77    10.55    15.12    14.34 

Second Quarter

   10.95    9.56    14.94    13.26 

First Quarter

   10.55    9.81    14.47    13.29 

Month

        

February 2017

   16.73    15.73    17.69    16.86 

January 2017

   16.09    15.39    16.84    16.41 

December 2016

   16.00    14.91    16.76    15.88 

November 2016

   15.30    13.99    16.64    14.98 

October 2016

   16.15    15.03    17.91    16.39 

September 2016

   16.33    15.64    18.28    17.48 

 

(1)Following the corporate restructuring in 2015, as discussed in further detail on page 10, a bonus issue of RELX NV ordinary shares was declared such that one RELX NV ordinary share confers an equivalent economic interest to one RELX PLC ordinary share, and RELX NV ADSs were adjusted such that one RELX NV ADS represents one RELX NV ordinary share. Prior period comparatives for ordinary shares and ADSs have been adjusted retrospectively to reflect these changes.

Euronext Amsterdam — ‘REN’

New York Stock Exchange — ‘RELX’

ITEM 10: ADDITIONAL INFORMATION

ARTICLES OF ASSOCIATION

RELX PLC

A copy of RELX PLC’s current Articles of Association (the “Articles”) is filed as Exhibit 1.1 to this Form20-F.

The following is a summary of the current Articles. As a summary, it is not exhaustive and is qualified in its entirety by reference to UK law and the Articles.

Company’s Objects

RELX PLC’s objects are unrestricted.

Share Capital

As at December 31, 20162018 issued ordinary share capital comprised 1,144.12,011.0 million shares of 14  51/ 51/116 p. At December 31, 20162018 shares held in treasury totalled 63.649.1 million. Of these, 4.27.1 million ordinary shares were held by the Employee Benefit Trust and 59.442.0 million ordinary shares were held in treasury by RELX PLC. During 2016,2018, RELX PLC and, prior to the corporate simplification, RELX NV bought back 29.2a combined total of 44.4 million ordinary shares (including 17.5 million RELX NV shares prior to the corporate simplification), to be held in treasury pursuant to the authority given by shareholders at the Annual General Meeting held on April 21, 201619, 2018 and the previous authority given by shareholders at the Annual General Meeting held on April 23, 2015.20, 2017. On December 22, 2016,6, 2018, RELX PLC cancelled 33.745 million ordinary shares held in treasury. These share purchases and cancellations are reflected in the number of ordinary shares held in treasury at December 31, 2016.2018. All share capital is fully paid up.

RELX PLC by ordinary resolution and subject to the UK Companies Act 2006 (the “Act”) may:

 

 1.

Allot shares up to a limit of 1/3 of the issued share capital, a further 1/3 of the issued share capital may be allotted but only in connection with a fullypre-emptive rights issue;

 

 2.

Sub-divide all or part of the share capital into shares of a smaller nominal value than the existing shares; and

 

 3.

Consolidate and divide all or part of the share capital into shares of a larger nominal value than the existing shares.

All shares created by an increase of RELX PLC’s share capital by consolidation, division orsub-division shall be subject to all the provisions of the Articles.

RELX PLC by special resolution and subject to the Act may:

 

 1.

Disapply shareholderspre-emption rights on new issue shares up to a limit of 5% of the issued share capital, and disapplypre-emption rights on new issue shares up to a further 5% of the issued share capital in connection with an acquisition or specified capital investment subject to certain conditions;

 

 2.

Buy back its own shares up to a limit of 10% of the issued share capital; and

 

 3.

Reduce its share capital.

Transfer of ordinary shares

A certificated shareholding may be transferred in the usual form or in any other form approved by the Board. The Board in its discretion may refuse to register the transfer of a certificated share which is not fully paid and may also refuse to register the transfer of a certificated share unless the instrument of transfer:

 

 1.

is stamped or certified and lodged, at the registered office or other place that the Board decide, accompanied by the relevant share certificate and any other evidence that the Board may reasonably require to prove a legitimate right to transfer;

 

 2.

is in respect of only one class of shares; and

 

 3.

is in favour of not more than four transferees.

Where the Board refuses to register a transfer of certificated shares, it must notify the transferee of the refusal within two months after the date on which the instrument of transfer was lodged with RELX PLC.

For those members holding uncertificated shares, such transfers must be conducted using a relevant system as defined in the UK Uncertificated Securities Regulations 2001.

Untraced shareholders

RELX PLC is entitled to sell any of its ordinary shares if;

 

 1.

during the period of twelve years prior to the publication of any advertisement stating the intent to sell, at least three dividends have become payable on the shares which have remained uncashed; and

 

 2.

during the period of three months following the publication of any advertisement stating the intent to sell, RELX PLC has received no indication of the location, or existence of the member, or the person entitled to the shares by way of transmission.

Dividend Rights

Subject to the provisions of the Act, the shareholders may by ordinary resolution declare a dividend no larger than the amount recommended by the Board. Interim dividends may also be payable if the Board deems that there is sufficient profit available for distribution. Except as otherwise provided by the rights attached to the shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is declared. No dividend payable in respect of a share shall bear interest against RELX PLC, unless otherwise provided by the rights attached to the share.

Unclaimed dividends

Any dividend which remains unclaimed for 12 years from the date when it became due for payment shall, if the Board so resolves, be forfeited and cease to be owed by RELX PLC to the shareholder. RELX PLC may stop issuing dividend cheques or warrants:

 

 1.

Where on at least two consecutive occasions dividend cheques/warrants are left uncashed or returned undelivered; or

 

 2.

Where after one such occasion reasonable enquiries have failed to establish an updated address.

If the member goes on to claim a dividend or warrant, RELX PLC must recommence issuing dividend cheques and warrants.

Distribution of assets on winding up

In the event of RELX PLC being wound up, on the authority of a special resolution of RELX PLC and subject to the UK Insolvency Act 1986 (as amended) the liquidator may:

 

 1.

Divide among the members the whole or any part of the assets of RELX PLC.

 

 2.

Value any assets and determine how the division should be made between the members or different classes of members.

 

 3.

Place the whole or any part of the assets in trust for the benefit of the members and determine the scope and terms of these trusts.

A member cannot be compelled to accept an asset with an inherent liability.

Variation of rights

Subject to the Act, where the capital of RELX PLC is divided into different classes of shares, the unique rights attached to the respective classes may be varied or cancelled:

 

 1.

With the written consent of the holders of 75% in nominal value of the issued shares of the class (excluding any treasury shares held in that class); or

 

 2.

By authority of a special resolution passed at a separate general meeting of the holders of the shares of the class.

General meetings of shareholders

Subject to the Act, RELX PLC must hold a general meeting as its annual general meeting within six months from January 1 every year. The Board may convene a general meeting when necessary and must do so promptly upon requisition by the shareholders. The notice period for annual general meetings is 21 clear days and 14 clear days for other general meetings. Subject to the Act and the Articles, the notice shall be sent to every member at their registered address. If, on two consecutive occasions notices are sent to a members registered address and have been returned undelivered the member shall not be entitled to receive any subsequent notice.

Voting rights

On a poll, every shareholder present in person or by proxy has one vote for every share of which he is the holder. No member is entitled to vote on a partly paid share. The Board also has the discretion to prevent a member from voting in person or by proxy if they are in default of a duly served notice under section 793 of the Act, concerning a request for information about interest in RELX PLC’s shares.

Directors’ Interests

Subject to the provisions of the Act, where a Director declares an interest to the Board, the Board may authorise the matter proposed to it which would otherwise constitute a conflict of interest and place a Director in breach of their statutory duty. Such authorisation is effective where the Director in question is not included in the quorum for the meeting and the matter was agreed without their vote, or would have been agreed to had their vote not been counted. A Director’s duty to declare an interest does not apply in the circumstances provided for by section 177(5) and 177(6) of the Act. A Director:

 

 1.

May be a party to, or otherwise interested in, any transaction or arrangement with RELX PLC or in which RELX PLC is directly or otherwise interested in;interested;

 

 2.

May act solely or with his firm in a professional capacity (not as auditor) for RELX PLC and shall be entitled to remuneration for his professional services, notwithstanding his position as Director; and

 

 3.

May be interested in a body corporate in which RELX PLC is directly or indirectly interested or where the relationship between the Director and the body corporate is at the request or direction of RELX PLC.

A Director with a declared interest that has been authorised by the Board, is not accountable to RELX PLC or its shareholders for any benefits received.

Directors’ Remuneration

The remuneration of any Executive Director shall be determined by the Board in accordance with RELX PLC’s Remuneration Policy and may include (without limitation) admission to or continuance of membership of any scheme (including share acquisition schemes), life assurance, pension provision or other such benefits payable to the Director on or after retirement, or to his dependants on or after death.

For Directors who do not hold an executive position in RELX PLC, their ordinary remuneration shall not exceed in aggregate £500,000£2,000,000 per annum or such higher amount as RELX PLC may determine by ordinary resolution from time to time. Each Director shall be paid a fee for their services which is deemed to accrue from day to day at such rate as determined by the Board.

The Directors may grant extra remuneration to any Director who does not hold executive office but sits on any committee of the Board, or performs any other special services at the request of RELX PLC. This extra remuneration may be paid in addition to, or in substitution for the ordinary remuneration.

Directors’ appointment/retirement/removal

The Board may appoint a person willing to act as Director, either to fill a vacancy or as an additional Director, provided the upper limit set by the Articles is not exceeded. RELX PLC may by ordinary resolution remove any Director from office, no special notice need be given and no Director proposed for removal under the Articles has a right of protest against such removal. Directors are not required to hold any shares by way of qualification. Directors are not subject to an age limit requirement for retirement.

Borrowing powers

Subject to the Act, the Board may exercise all the powers of RELX PLC to borrow money, guarantee, indemnify, mortgage or charge its undertaking, property, assets (present and future) and uncalled capital and to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of RELX PLC or of any third party. Without the authority of an ordinary resolution the directors are prohibited from borrowing an amount equal to the higher of (i) eight thousand million pounds; and (ii) two and a half times the adjusted total of capital and reserves.

Indemnity

Subject to the Act, without bar to any other existing indemnity entitlements, RELX PLC may use its assets to indemnify a Director against liability incurred through negligence, default, breach of duty or breach of trust in relation to RELX PLC’s affairs.

RELX NV

The following is a summary of the principal provisions of RELX NV’s Articles of Association (the “Articles”). As a summary, it is not exhaustive and is qualified in its entirety by reference to Dutch law and the Articles as they read in the Dutch language. The Articles were last amended before a civil law notary in Amsterdam on June 30, 2015 after a shareholders’ resolution was passed to approve such amendment at the Annual General Meeting held on April 22, 2015. A copy of the current Articles is filed as Exhibit 1.2 to this Form 20-F.

Share Capital

As at December 31, 2016 RELX NV’s issued share capital comprised 1,019.9 million ordinary shares of 0.07 euro nominal value. At December 31, 2016 shares held in treasury totalled 57.7 million. Of these 4.5 million ordinary shares were held by the Employee Benefit Trust and 53.2 million shares were held in treasury by RELX NV.

At the 2016 Annual General Meeting, shareholders passed a resolution delegating the authority to the Board to acquire shares in RELX NV for a period of 18 months from the date of the Annual General Meeting up to and including October 19, 2017, for the maximum amount of 10% of the issued capital. During the year, 26.1 million ordinary shares were purchased under this and the previous delegation of authority. On December 22, 2016, RELX NV cancelled 30.0 million ordinary shares held in treasury. These share purchases and cancellations are reflected in the number of ordinary shares held in treasury at December 31, 2016.

A resolution to renew the delegation of the authority to the Board to acquire shares in RELX NV will be submitted to the shareholders at the 2017 Annual General Meeting together with a proposal for approval of the reduction of RELX NV’s capital by cancellation of accumulated shares held in treasury.

Ordinary shares can be registered in a shareholder’s name or held via a book-entry deposit under the Dutch Security Depositary Act.

Issuance of shares

Shares may be issued on the basis of a resolution of the General Meeting, which can designate this authority to the Board, provided that the aggregate nominal value up to which shares may be issued under this designated authority cannot exceedone-third of the sum of (i) RELX NV’s issued share capital at the time the resolution to make the designation is adopted and (ii) the aggregate nominal value of any rights granted by RELX NV to take up shares outstanding at that time.

Pre-emptive rights of existing shareholders may be restricted or excluded by a resolution of the General Meeting and in the event of an issue of shares pursuant to a resolution of the Board, thepre-emptive rights can be restricted or excluded pursuant to a resolution of the Board if the Board is designated competent to do so by the General Meeting.

Acquisition of RELX NV’s own shares

RELX NV is entitled to acquire its own fullypaid-up shares or depositary receipts thereof, provided that either the acquisition is for no consideration or that:

(a)RELX NV’s equity after the deduction of the acquisition price, is not less than the sum of thepaid-up andcalled-up part of the issued share capital and the reserves which must be maintained by virtue of the law; and

(b)the nominal value of the shares or depositary receipts thereof, which RELX NV acquires, holds, holds in pledge or which are held by a Subsidiary, does not exceed half of RELX NV’s issued share capital.

An acquisition of RELX NV’s own shares other than for no consideration is only permitted if the General Meeting has granted authorisation to the Board. No voting rights may be exercised on shares held by RELX NV or a Subsidiary and no dividend shall be paid on these shares.

The General Meeting may at the proposal of the Board resolve to reduce RELX NV’s issued share capital through cancellation of shares or through reduction of the nominal value of shares by amendment of the Articles of Association, provided that the issued share capital or thepaid-up part thereof will not drop below the amount prescribed by the Dutch Civil Code.

Transfer of shares

The transfer of a share shall require an instrument intended for such purpose and the written acknowledgement by RELX NV of the transfer. The transfer of the rights of a Euroclear-participant with respect to shares which are included in the securities depositary system of Euroclear Nederland shall be effected in accordance with the provisions of the Dutch Security Depositary Act (Wetgiraaleffectenverkeer).

Dividend Rights

Each year the Board shall determine which part of the profits shown in the adopted profit and loss account shall be reserved. After allocation to reserves, the General Meeting shall determine the allocation of remaining profits. Distributions may be made only insofar as RELX NV’s equity exceeds the amount of the paid in and called up part of the issued share capital, increased by the reserves which must be kept by virtue of the law. Dividends shall be paid after adoption of the annual accounts showing that payment of dividends is permitted. Interim distributions may be payable, provided there is sufficient profit available for distribution in accordance with the aforementioned requirements as shown by interim Financial Statements.

The Board

RELX NV has a unitary board comprising Executive andNon-Executive directors. It is established board practice at RELX NV that the Executive andNon-Executive Directors meet together. In performing their duties, the Directors shall act in accordance with the interests of RELX NV and the business connected with it.

The number of Directors is determined by the Board. The number of executive directors shall at all times be less than the number ofNon-Executive Directors.

Directors shall be appointed by the General Meeting on the basis of a proposal of theNon-Executive Directors. Under the Articles, directors are appointed for a three-year term, with the possibility ofre-appointment. Notwithstanding these provisions in the articles of association and in accordance with the provisions of the UK Corporate Governance Code, all Directors seek annualre-appointment at the Annual General Meeting to align the arrangements regarding appointment for the Boards of RELX NV and RELX PLC.

Executive Directors

The Executive Directors are entrusted with the management of RELX NV. In performing their duties, the Executive Directors shall act in accordance with the interests of RELX NV and the business connected with it. The Board has established rules regarding the decision-making and working methods of the Executive Directors in addition to the Articles. In this context, the Board has also determined the duties for which each Executive Director in particular shall be responsible.

Non-Executive Directors

The duties of theNon-Executive Directors are to supervise the management of the Executive Directors and the general affairs in RELX NV and the business connected with it, and to assist the Executive Directors by providing advice. In performing their duties theNon-Executive Directors shall act in accordance with the interests of RELX NV and the business connected with it. TheNon-Executive Directors have established rules regarding their decision-making process and working methods in addition to the Articles.

RELX NV pursues a remuneration policy for the Executive Directors, which is determined by the General Meeting upon a proposal by theNon-Executive Directors. The Remuneration Committee of RELX Group plc makes recommendations to theNon-Executive Directors of RELX NV with regard to the remuneration policy for Executive Directors and the remuneration in all its forms for the Executive Directors.

As a general rule,Non-Executive Directors serve for two three-year terms. Individual Directors may serve up to one additional three-year term.

Suspension/dismissal

Each Director can at any time be suspended or dismissed by the General Meeting. In addition, each Executive Director can at any time be suspended by the Board.

Amendment of the Articles

Amendment of the Articles requires a shareholders’ resolution passed with an absolute majority of the votes cast, provided such resolution is passed at the proposal of the Board. Otherwise, a majority oftwo-thirds of the votes cast is required in a meeting at which at least half of RELX NV’s issued capital is represented. The notice for such a meeting must state that amendment of the Articles of Association is on the agenda. A copy of the full text of the proposed amendment of the Articles of Association must be made available free of charge to shareholders at the time of notice for the meeting. In accordance with Article 42 of the Articles of Association, only certain provisions in the Articles including provisions governing appointments and dismissals of Directors can be amended upon a proposal of the Board.

General meetings of shareholders

At least once a year, a General Meeting is held. Notices of a General Meeting are posted on our website and are made in accordance with the relevant provisions of the law. This means that the meeting is called at no less than 42 calendar days notice by an announcement on the RELX Group website. The agenda and explanatory notes for the General Meeting are published in advance on the RELX Group website and are available at the listing agent and at the offices of RELX NV from the day of the notice.

The Articles of Association provide for a record date and this has been used at the recent General Meetings. In accordance with Dutch law, the record date will be the 28th day before the date of the General Meeting and the holder of shares as per the record date will be entitled to vote, irrespective of any transfer of such shares between the record date and the date of the General Meeting.

The Annual General Meeting discusses the annual report, adopts the annual accounts, resolves on a proposal to pay a dividend and votes on release from liability of the Directors as separate agenda items in the Annual General Meeting.

Conflict of Interest—Directors

A Director shall not participate in the discussions and decision-making if he has a direct or indirect personal interest in the matter which is conflicting with the interests of RELX NV and the business connected with it. In case because of this no resolution can be adopted by the Executive Directors, theNon-Executive Directors will resolve on the matter. In case because of this no resolution can be adopted by theNon-Executive Directors, the General Meeting will resolve on the matter.

Remuneration

The remuneration policy for Executive Directors is determined by the General Meeting upon a proposal of theNon-Executive Directors. The remuneration of the Executive Directors is determined by theNon-Executive Directors in line with the remuneration policy agreed by the General Meeting. With respect to remuneration in the form of shares in RELX NV and/or rights to subscribe for such shares, theNon-Executive Directors will submit a proposal for approval to the General Meeting.

TheNon-Executive Directors receive an annual remuneration. The remuneration of eachNon-Executive Director individually, is determined by the Board, with due observance to the remuneration policy forNon-Executive Directors. The maximum amount of annual remuneration shall be determined by the General Meeting and can only be adopted at the proposal of the Board. At the Annual General Meeting in 2011 the maximum amount of remuneration for theNon-Executive Directors was set at €600,000 per annum, for the proportion of the fees borne by RELX NV.

Dissolution of RELX NV

A resolution to dissolve RELX NV requires an absolute majority of the votes cast at the General Meeting. The notice for such a meeting must state that dissolution will be on the agenda. If RELX NV is dissolved by a resolution of the general meeting, the executive directors shall be charged with the liquidation of RELX NV and theNon-Executive Directors with the supervision thereof, subject to the relevant provisions of Book 2 of the Dutch Civil Code.

Assets which remain after payment of the debts shall be transferred to the holders of shares in proportion to the nominal value of their shareholdings.

Indemnity

Under the Articles of Association, to the extent permissible by law, RELX NV shall indemnify and hold harmless each sitting and former Director against the financial consequences of any liabilities or claims, brought by any party other than RELX NV itself or its group companies, in relation to acts or omissions performed or committed in that person’s capacity of director.

EXCHANGE CONTROLS

There is currently no UK or Dutch legislation restricting the import or export of capital or affecting the remittance of dividends or other payments to holders of respectively, RELX PLC ordinary shares who arenon-residents of the United Kingdom and RELX NV ordinary shares who arenon-residents of the Netherlands.Kingdom.

There are no limitations relating only tonon-residents of the United Kingdom under UK law or RELX PLC’s Articles on the right to be a holder of, and to vote, RELX PLC ordinary shares, or tonon-residents of the Netherlands under Dutch law or RELX NV’s Articles on the right to be a holder of, and to vote, RELX NV ordinary shares.

TAXATION

The following discussion is a summary under present law and tax authority practice of the material UK Dutch and US federal income tax considerations relevant to the purchase, ownership and disposal of RELX PLC ordinary shares or ADSs and RELX NV ordinary shares or ADSs. This discussion applies to you only if you are a US holder, you hold your ordinary shares or ADSs as capital assets and you use the US dollar as your functional currency. It does not address the tax treatment of US holders subject to special rules, such as banks and other financial institutions, dealers or traders in securities or currencies, insurance companies, real estate investment trusts, regulated investment companies, traders in securities that elect tomark-to-market,tax-exempt entities, persons liable for alternative minimum tax, partnerships or other pass-through entities for US federal income tax purposes, holders ofwhich own (actually or constructively) 10% or more of RELX PLC shares (as measured by vote or RELX NV voting shares,value), persons holding ordinary shares or ADSs as part of a hedging, straddle, conversion or constructive sale transaction, or persons that are resident or domiciled in the UK (or who have ceased to be resident in or became treated as resident outside the UK for the purpose of a double tax treaty (treatynon-resident) within the past five years of assessment, or, for departures before April 6, 2013, who have ceased to be resident or ordinarily resident or become treatynon-residentwithin the past five years of assessment) and persons that are resident in the Netherlands.. The summary also does not discuss the US federal alternative minimum tax or the tax laws of particular states or localities in the US.

This summary does not consider your particular circumstances. It is not a substitute for tax advice. We urge you to consult your own independent tax advisors about the income, capital gains and/or transfer tax consequences to you in light of your particular circumstances of purchasing, holding and disposing of ordinary shares or ADSs.

As used in this discussion, “US holder” means a beneficial owner of ordinary shares or ADSs that is for US federal income tax purposes: (i) an individual US citizen or resident, (ii) a corporation partnership or(or any other business entity treated as a corporation for US federal income tax purposes) created or organised under the laws of the United States, any state thereof or the District of Columbia, (iii) a trust (a) that is subject to the control of one or more US persons and the primary supervision of a US court or (b) that has a valid election in effect under US Treasury regulations to be treated as a US person or (iv) an estate the income of which is subject to US federal income taxation regardless of its source.

UK Taxation

Dividends

Under current UK taxation legislation, no tax is required to be withheld at source from dividends paid on the RELX PLC ordinary shares or ADSs. Dividends payable on the ADSs or RELX PLC ordinary shares should not be chargeable to UK tax in the hands of anon-UK resident unless such person (i) is a company carrying on a trade in the UK through a UK permanent establishment, or (ii) carries on a trade (or profession or vocationvocation) in the UK throughand the dividends are a branch or agency, in connection with which the dividend is received or to which it is attributable.receipt of that trade.

Capital Gains

Shareholders may be liable for UK taxation on capital gains realised on the disposal of their RELX PLC ordinary shares or ADSs if at the time of the disposal the shareholder carries on a trade, profession or vocation in the United Kingdom through a branch or agency, or in the case of a company a permanent establishment, and such ordinary shares or ADSs are or have been used, held or acquired for the purposes of such trade, profession, vocation, branch, agency or permanent establishment.

UK Stamp Duty and Stamp Duty Reserve Tax

Current UK law includes a provision whereby UK stamp duty reserve tax (SDRT) or UK stamp duty is payable upon the transfer or issue of RELX PLC ordinary shares to the depositary in exchange for RELX PLC ADSs evidenced by ADRs. For this purpose, the current rate of stamp duty and SDRT is 1.5%, applied, in each case, to: (i) the issue price when the ordinary shares are issued; (ii) the amount or value of the consideration where shares are transferred for consideration in money or money’s worth; or (iii) the value of the ordinary shares in any other case. Following litigation, HMRC have accepted that they will no longer seek to apply the 1.5% SDRT charge on an issue of shares into a clearance service or depositary receipt system (or a transfer of shares into a clearance service or depositary receipt system, where such transfer is integral to the raising of capital by the company concerned) on the basis that the charge is not compatible with EU law. The UK government announced on November 22, 2017 as part of its Autumn Budget that it will not reintroduce such 1.5% charge once the UK

leaves the EU in 2019. Accordingly no UK SDRT or UK stamp duty is payable upon the issue of RELX PLC shares to the depositary in exchange for RELX PLC ADSs evidenced by ADRs.ADRs (or upon the transfer of RELX PLC shares to the depositary in exchange for RELX PLC ADSs evidenced by ADRs, where such transfer is integral to the raising of capital by RELX PLC). HMRC’s view is that the 1.5% SDRT or stamp duty charge will continue to apply to a transfer of shares into a clearance service or depositary receipt system, unlesswhere such transfer is not an integral part of the issueraising of share capital. This view is currently being challenged in further litigation.capital by the company concerned.

Provided that the relevant instrument of transfer is not executed in the UK and remains outside the UK, noNo UK stamp duty should in practice be payable on the transfer of RELX PLC ADSs.ADSs, provided that no instrument of transfer is entered into (which should not be necessary) An agreement to transfer RELX PLC ADSs in the form of ADRs willshould not give rise to a liability to SDRT.

A transfer of RELX PLC ordinary shares by the depositary to an ADS holder where there is no transfer of beneficial ownership will not be chargeable to UK stamp duty or SDRT.

Purchases of RELX PLC ordinary shares, as opposed to ADSs, will generally give rise to UK stamp duty or SDRT at the time of transfer or agreement to transfer, normally at the rate of 0.5% of the amount payable for the ordinary shares. SDRT and UK stamp duty are usually paid by the purchaser. If the ordinary shares are later transferred to the depositary, additional UK stamp duty or SDRT may be payable as described above.

Inheritance tax

Subject to certain provisions relating to trusts and settlements, RELX PLC ordinary shares or ADSs held by an individual shareholder who is domiciled in the United States for the purposes of the Convention between the United States and the United Kingdom relating to estate and gift taxes and is not a UK national as defined in the Convention will not generally be subject to UK inheritance tax on the individual’s death (whether held on the date of death or gifted during the individual’s lifetime, and provided any applicable US federal gift or estate tax liability is paid), except where the ordinary share or ADS is part of the business property of a UK permanent establishment of the individual or pertains to a UK fixed base of an individual who performs independent personal services.

Dutch Taxation

Withholding tax

Dividends distributed to you by RELX NV are normally subject to a withholding tax imposed by the Netherlands at a rate of 15%, which equals the rate of tax that the Netherlands is generally allowed to levy under theUS-Netherlands income tax treaty. As a consequence, no administrative procedures for a partial relief at source from or a refund of Dutch dividend withholding tax need be complied with in respect of dividend distributions by RELX NV. Dividends include, among other things, stock dividends unless the dividend is distributed out of recognisedpaid-in share premium for Dutch tax purposes.

Taxation of dividends and capital gains

You will not be subject to any Dutch taxes on dividends distributed by RELX NV (other than the withholding tax described above) or any capital gain realised on the disposal of RELX NV ordinary shares or ADSs provided that (i) the RELX NV ordinary shares or ADSs are not attributable to an enterprise or an interest in an enterprise that you carry on, in whole or part through a permanent establishment or a permanent representative in the Netherlands, (ii) you do not have a substantial interest or a deemed substantial interest in RELX NV (generally, 5% or more of either the total issued and outstanding capital or the issued and outstanding capital of any class of shares) or, if you have such an interest, you do not hold such interest with the avoidance of Netherlands (or foreign) (withholding) tax as (one of) the main purpose(s) or such interest does not form part of an artificial structure or series of structures (such as structures which are not put into place for valid business reasons reflecting economic reality), and (iii) if you are an individual, such dividend or capital gain from your RELX NV ordinary shares or ADSs does not form benefits from miscellaneous activities(“resultaatuitoverigewerkzaamheden”) in the Netherlands. Benefits from miscellaneous activities in the Netherlands include income and gains derived from the holding, whether directly or indirectly, of (a combination of) shares, debt claims or other rights (together, a “lucrative interest”) that the holder thereof has acquired under such circumstances that such income and gains are intended to be remuneration for work or services performed by such holder (or a related person) in the Netherlands, whether within or outside an employment relation, where such lucrative interest provides the holder thereof, economically speaking, with certain benefits that have a relation to the relevant work or services.

US Federal Income Taxation

Holders of the ADSs generally will be treated for US federal income tax purposes as owners of the ordinary shares represented by the ADSs. Accordingly, deposits of ordinary shares for ADSs and withdrawals of shares for ADSs will not be subject to US federal income tax.

Dividends

Dividends on RELX PLC ordinary shares or ADSs or RELX NV ordinary shares or ADSs (including any Dutch tax withheld) will generally be included in your gross income as ordinary dividend income from foreign sources. The dollar amount recognised on receiving a dividend in pounds sterling or euros will be based on the exchange rate in effect on the date the depositary receives the dividend, or in the case of ordinary shares on the date you receive the dividend, as the case may be, whether or not the payment is converted into US dollars at that time. Any gain or loss recognised on a subsequent disposition or conversion of pounds sterling or euros for a different US dollar amount generally will be US source ordinary income or loss. Dividends received will not be eligible for the dividends received deduction available to US corporations. Dividends received will generally be included in net investment income for purposes of the 3.8% Medicare contribution tax applicable to certainnon-corporate US holders.

With respect to certain US holders who are individuals, certain dividends received from a qualified foreign corporation may be subject to reduced rates of taxation. A qualified foreign corporation includes a foreign corporation that is eligible for the benefits of certain comprehensive income tax treaties with the United States. United States Treasury Department guidance

indicates that the United Kingdom is a country with which the United States has aan income tax treaty in force that meets these requirements, and RELX PLC believes it is eligible for the benefits of this treaty. Additionally, the same guidance indicates that the Netherlands is also a country with which the United States has a treaty in force that meets the above requirements, and RELX NV believes it is eligible for the benefits of thisincome tax treaty. Individuals that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to section 163(d)(4) of the US Internal Revenue Code of 1986, as amended,other requirements will not be eligible for the reduced rates of taxation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. US holders should consult their own tax advisors regarding the application of these rules given their particular circumstances.

Subject to certain conditions and limitations, foreign withholding taxes on dividends withheld at the appropriate rate may be treated as foreign taxes eligible for credit or deduction against your US federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the ordinary shares or ADSs will be treated as income from sources outside the US and will generally constitute passive category income. Further, in certain circumstances, if you have held the ordinary shares or ADSs for less than a specified minimum period during which you are not protected from risk of loss, or are obligated to make payments related to the dividends, you will not be allowed a foreign tax credit for foreign taxes imposed on the dividends on the ordinary shares or ADSs. Individuals that treat a dividend as qualified dividend income may take into account for foreign tax credit limitation purposes only the portion of the dividend effectively taxed at the highest applicable

marginal rate. The rules governing the foreign tax credit are complex. You are urged toUS holders should consult yourtheir own tax advisors regarding the availability of the foreign tax credit or deduction under yourtheir particular circumstances.

Dispositions

You generally will recognise a gain or loss on the sale or other disposition of ordinary shares or ADSs in an amount equal to the difference between the amount realised upon the sale or other disposition and your adjusted basis in the ordinary shares or ADSs and the amount realised.ADSs. The gain or loss generally will be capital gain or loss. It will be long term capital gain or loss if you have held the ordinary shares or ADSs for more than one year at the time of sale or other disposition. Long term capital gains of individuals are eligible for reduced rates of taxation. Deductions for capital losses are subject to limitations. Any gain or loss you recognise generally will be treated as income from US sources for foreign tax credit limitation purposes. Gains recognised will generally be included in net investment income for purposes of the 3.8% Medicare contribution tax applicable to certainnon-corporate US holders.

If you receive pounds sterling or euros on the sale or other disposition of your ordinary shares or ADSs, you will realise an amount equal to the US dollar value of the pounds sterling or eurosat the spot rate on the date of sale or other disposition (or in the case of cash basis and electing accrual basis taxpayers, if the ordinary shares or ADSs are traded on an established securities market, the settlement date for the sale or other disposition). YouCash basis and, if the ordinary shares or ADSs are traded on an established securities market, electing accrual basis US holders will generally have a tax basis in the pounds sterling or the euros that you receive equal to the US dollar amountvalue of the pound sterling received at the spot rate on the settlement date. Any gain or loss realised by a US holder between the sale date and the settlement date or on a subsequent disposition or conversion of pounds sterling or euros into different US dollarsdollar amount generally will be US source ordinary income or loss. Gains recognised will generally be included in net investment income for purposes of the 3.8% Medicare contribution tax applicable to certainnon-corporate US holders.

Information Reporting and Backup Withholding Tax

Dividends from ordinary shares or ADSs and proceeds from the sale or other disposition of the ordinary shares or ADSs may be reported to the Internal Revenue Service (IRS) unless the shareholder is a corporation or other exempt recipient. A backup withholding tax may apply to such amountsreportable payments unless the shareholder (i) is a corporation, (ii) provides an accurate taxpayer identification number and otherwise complies with applicable requirements of the backup withholding rules or (iii)(ii) otherwise establishes a basis for exemption. The amount of anywithheld under the backup withholding tax willrules may be allowed as a credit against the holder’s US federal income tax liability and may entitle the holder to a refund, provided the required information is timely furnished to the IRS.

Certain US holders are required to report to the IRS information about their investment in ordinary shares or ADSs not held through an account with a domestic financial institution. Investors who fail to report required information arecould become subject to substantial penalties. InvestorsUS holders should consult with their own tax advisersadvisors about the effect of this legislation onand any other reporting obligations arising from their investment in the ordinary shares or ADSs.

DOCUMENTS ON DISPLAY

You may read and copy documents referred to in this annual report that have been filed or furnished with the SEC at the SEC’s public reference room located at 100 F Street NE, Washington, DC 20549-2521. Please call the SEC at1-800-SEC-0330 for further information on the public reference rooms and their copy charges.

The SEC also maintains a website at www.sec.gov that contains reports and other information regarding registrants that file electronically with the SEC. This annual report and other information submitted by us to the SEC may be accessed through this website.

ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

Our primary market risks are to changes in interest rates and exchange rates as well as liquidity and credit risk.

Net finance costs are exposed to interest rate fluctuations on borrowings, cash and cash equivalents. Upward fluctuations in interest rates increase the interest cost of floating rate borrowings whereas downward fluctuations in interest rates decrease the interest return on floating rate cash and cash equivalents. Interest expense payable on fixed rate borrowings is protected against upward fluctuations in interest rates but does not benefit from downward fluctuations. Our companies engage in foreign currency denominated transactions and are therefore subject to exchange rate risk on such transactions. Net finance costs are also exposed to changes in the fair value of derivatives (as a result of interest and exchange rate fluctuations) which are not part of a designated hedging relationship under IAS39IFRS 9Financial Instruments: Recognition and Measurement,‘Financial Instruments’, and to ineffectiveness that may arise on designated hedging relationships. Our management of this interest rate risk and foreign exchange rate risk is described below.

We manage a portfolio of long-term debt, short-term debt and committed bank facilities to support our capital structure and are exposed to the risk that relevant markets are closed and debt cannot be refinanced on a timely basis. In addition, the credit spread at which we borrow is exposed to changes in market liquidity and investor demand. We manage this risk by maintaining a range of borrowing facilities and debt programmes with a maturity profile to facilitate refinancing.limit refinancing risk.

We have a credit exposure for the full principal amount of cash and cash equivalents held with individual counterparties. In addition, we have a credit risk from the potentialnon-performance by counterparties to financial instruments; this credit risk normally being restricted to the amounts of any hedge gain and not the full principal amount being hedged. Credit risks are managed by monitoring the credit quality of counterparties and restricting the amounts outstanding with each of them.

Our management of the above market risks is described in further detail in note 1918 to the consolidated financial statements under the heading ‘Financial Instruments’ on pagepages 150 to 154155 and in note 2322 under the heading ‘Borrowings’ on page 156 topages 157 to the consolidated financial statements158 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and incorporated herein by reference to Exhibit 15.2.

Management of Interest Rate Risk and Foreign Exchange Rate Risk

We seek to limit our risk to interest and exchange rates by means of derivative financial instruments, including interest rate swaps interest rate options, forward rate agreements and forward foreign exchange contracts. We only enter into derivative financial instruments to hedge (or reduce) the underlying risks described above.

We enter into interest rate swaps in order to achieve an appropriate balance between fixed and floating rate borrowings, cash and cash equivalents. Theyequivalents and to manage the risk associated with movements in interest rates. Interest rate swaps are used to hedge the effects of fluctuating interest rates on floating rate borrowings, cash and cash equivalents by allowing us to fix the interest rate on a notional principal amount equal to the principal amount of the underlying floating rate cash, cash equivalents or borrowings being hedged. They are also used to swap fixed interest rates payable on long term borrowings for a floating rate. Such swaps may be used to swap a whole fixed rate bond for floating rate or they may be used to swap a portion of the period or a portion of the principal amount for the floating rate.

Forward swaps and forward rate agreements are entered into to hedge interest rate exposures known to arise at a future date. These exposures may include new borrowings or cash deposits to be entered into at a future date or future rollovers of existing borrowings or cash deposits. Interest exposure arises on future, new and rollover borrowings and cash deposits because interest rates can fluctuate between the time a decision is made to enter into such transactions and the time those transactions are actually entered into. The purpose of forward swaps and forward rate agreements is to fix the interest cost on future borrowings or interest return on cash investments at the time it is known such a transaction will be entered into. The fixed interest rate, the floating rate index (if applicable) and the time period covered by forward swaps and forward rate agreements are known at the time the agreements are entered into. The use of forward swaps and forward rate agreements is limited to hedging activities; consequently no trading position results from their use. The hedging effect of forward swaps and forward rate agreements is the same as interest rate swaps. Similarly, we use forward foreign exchange contracts to hedge the effects of exchange rate movements on our foreign currency revenue and operating costs.

Interest rate options protect against fluctuating interest rates by enabling us to fix the interest rate on a notional principal amount of borrowings or cash deposits (in a similar manner to interest rate swaps and forward rate agreements) whilst at the same time allowing us to improve the fixed rate if the market moves in a certain way. We use interest rate options from time to time when we expect interest rates to move in our favour but it is deemed imprudent to leave the interest rate risk completely unhedged. In such cases, we may use an option to lock in at certain rates whilst at the same time maintaining some freedom to benefit if rates move in its favour.

Where net finance costs are exposed to changes in the fair value of derivatives (as a result of interest and exchange rate fluctuations), we manage this risk by designating derivatives in a highly effective hedging relationship unless the potential change in their fair value is deemed to be insignificant.

Derivative financial instrumentsDerivatives are utilisedused to hedge (or reduce)manage the risks ofrisk associated with interest rate orand exchange rate movements and arethe Group does not enteredenter into unless such risks exist.speculative derivatives. Derivatives utilised, while appropriateused by the Group for hedging a particular kind of risk are not considered specialised or high-risk and are generally available from numerous sources.

Sensitivity Analysis

The following analysis sets out the sensitivity of the fair value of our financial instruments to selected changes in interest rates and exchange rates. The range of changes represents our view of the changes that are reasonably possible over a one year period.

The fair values of interest rate swaps interest rate options, forward rate agreements and forward foreign exchange contracts set out below represent the replacement costs calculated using market rates of interest and exchange at December 31, 2016.2018. The fair value of long termlong-term borrowings has been calculated by discounting expected future cash flows at market rates.

Our use of financial instruments and our accounting policies for financial instruments are described more fully in note 1918 to the consolidated financial statements as set forth under the heading ‘Financial Instruments’ on pagepages 150 to 154155 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and are incorporated herein by reference to Exhibit 15.2.

(a) Interest Rate Risk

The following sensitivity analysis assumes an immediate 100 basis point change in interest rates for all currencies and maturities from their levels at December 31, 20162018 with all other variables held constant.

 

Financial Instrument

 Fair Value
December 31,
2016
  Fair Value Change Fair Value
December 31,
2015
  Fair Value Change  Fair Value
December 31,
2018
  Fair Value Change  Fair Value
December 31,
2017
  Fair Value Change 
 +100
basis points
 -100
basis points
 +100
basis points
 -100
basis points
  +100
basis points
 -100
basis points
 +100
basis points
 -100
basis points
 
 (In millions)     (In millions)      (In millions)     (In millions)     

Short-term borrowings

 £(521 £  £  £(218 £  £  £(686       £(464 £  £ 

Long-term borrowings (including current portion)

  (4,727  207   (226  (4,076  174   (190 (5,953 241  (260 (5,098 222  (241

Interest rate swaps (swapping fixed rate debt to floating)

  (7  (77  83   8   (66  71  18  (101 108  47  (100 108 

A 100 basis point change in interest rates would not result in a material change to the fair value of other financial instruments.

At December 31, 2016, 46%2018, 45% of gross borrowings are eitherwere at fixed rate or have been fixed through the use of interest rate swaps, forward rate agreements and options.rate. A 100 basis point reduction in interest rates would result in an estimated decrease in net finance costs of £25£32 million (2015: £18(2017: £26 million), based on the composition of financial instruments including cash, cash equivalents, bank loans and commercial paper borrowings at December 31, 2016.2018. A 100 basis points rise in interest rates would result in an estimated increase in net finance costs of £25£32 million (2015: £18(2017: £26 million).

(b) Foreign Exchange Rate Risk

The following sensitivity analysis assumes an immediate 10% change in all foreign currency exchange rates against sterling from their levels at December 31, 20162018 with all other variables held constant. A +10% change indicates a strengthening of the currency against sterling and a-10% change indicates a weakening of the currency against sterling.

 

Financial Instrument

 Fair Value
December 31,
2016
  Fair Value Change Fair Value
December 31,
2015
  Fair Value Change  Fair Value
December 31,
2018
  Fair Value Change  Fair Value
December 31,
2017
  Fair Value Change 
 +10% -10% +10%   -10%  +10% -10% +10%   -10% 
 (In millions)     (In millions)        (In millions)     (In millions)       

Cash and cash equivalents

 £162  £16  £(16 £122  £12   £(12 £114  £11  £(11 £111  £11   £(11

Short-term borrowings

  (521  (33  33   (218  (22   22  (686 (37 37  (464 (20   20 

Long-term borrowings (including current portion)

  (4,727  (410  410   (4,076  (302   302  (5,953 (558 558  (5,098 (472   472 

Lease receivables

 49  5  (5 57  6    (6

Interest rate swaps (including cross currency interest rate swaps)

  (3  (1  1   3   (1   1  18  2  (2 47  5    (5

Forward foreign exchange contracts

  (123  (47  47   (31  (71   71  (40 (41 41  11  (78   78 

A 10% change in foreign currency exchange rates would not result in a material change to the fair value of other financial instruments.

ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Fees and charges for American Depositary Receipt (ADR) holders

Citibank N.A., as depositary for the RELX PLC and RELX NV ADR programmes,programme, collects its fees for delivery and surrender of American Depositary Shares (ADSs) directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system Financial Statements of participants acting for them. The depositary may generally refuse to providefee-attracting services until its fees for those services are paid.

 

Persons depositing or withdrawing shares must pay

  

For

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

  Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property (in certain circumstances volume discounts may be available)
  Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

$0.05 (or less) per ADS

  Any cash distribution to ADS registered holders

A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs

  

Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS

registered holders

$0.05 (or less) per ADS per calendar year

  Depositary services

Registration or transfer fees

  

Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you

deposit or withdraw shares

Expenses of the depositary

  Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
  Converting foreign currency to US dollars

Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes

  As necessary

Any charges incurred by the depositary or its agents for servicing the deposited securities

  As necessary

Fees and other payments made by the depositary to the Group

In consideration of acting as depositary, Citibank N.A. has agreed to make certain reimbursements and payments to us on an annual basis for expenses related to the administration and maintenance of the ADR programmes including, but not limited to, New York Stock Exchange listing fees, investor relations expenses, or any other programme related expenses. The depositary has also agreed to pay the standardout-of-pocket administrative, maintenance and shareholder services expenses for providing services to the registered ADR holders. It has also agreed with us to waive certain standard fees associated with promotional services, programme visibility campaigns and programme analytic reporting. In certain instances, the depositary has agreed to provide additional annual reimbursements and payments to us based on any applicable performance indicators relating to the ADR facility. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors.

From January 1, 20162018 to February 22, 2017,20, 2019, we received a reimbursement of $345,000, net of withheld taxes, from the depositary for New York Stock Exchange listing fees, investor relations expenses and other programme related expenses, in connection with the ADR facility.

PART II

ITEM 15: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

RELX PLC and RELX NV areis required to comply with applicable US regulations, including the Sarbanes-Oxley Act of 2002, insofar as they apply to foreign private issuers. Accordingly, RELX PLC and RELX NV havehas established a Disclosure Committee comprising the company secretariessecretary of RELX PLC and RELX NV and other senior RELX managers appointed to provide assurance to the Chief Executive Officer and Chief Financial Officer of RELX PLC and RELX NV.PLC. The committee has reviewed and evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2016.2018. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of RELX PLC and RELX NV have concluded that the disclosure controls and procedures for RELX Group, RELX PLC and RELX NV are effective as of the end of the period covered by this report.

Management’s Annual Report on Internal Control over Financial Reporting

In accordance with Section 404 of the Sarbanes-Oxley Act, management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a — 15(f)—15(f) and 15d — 15(f)—15(f) under the Exchange Act, as amended. The internal controls over financial reporting of RELX GroupPLC are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of the financial statements of RELX Group, RELX PLC and RELX NV would be prevented or detected.

Management conducted an evaluation of the effectiveness of its internal controls over financial reporting based on the framework inInternalControl-IntegratedFramework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the internal controls over financial reporting of RELX Group, RELX PLC and RELX NV were effective as of December 31, 2016.2018.

Certifications by the Chief Executive Officer and Chief Financial Officer of RELX PLC and RELX NV as required by the Sarbanes-Oxley Act are submitted as exhibits to this Form20-F (see “Item 19: Exhibits” on pagesS-3 andS-4).

Ernst & Young LLP have audited the consolidated financial statements for the fiscal year ended December 31, 20162018 and have audited the effectiveness of internal controls over financial reporting as at December 31, 2016.2018. Their report in respect of RELX Group is included herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TheTo the Members and Board of Directors and members of RELX PLC

Opinion on Internal Control over Financial Reporting

The terms “Group” or “RELX” refer collectively, to RELX PLC and its subsidiaries, associates and joint ventures. For dates and periods ended before the Board of Directors and shareholders of RELX NV

We have audited the Group’s (comprisingcorporate simplification on September 8, 2018, such terms refer collectively to RELX PLC, RELX NV, RELX Group plc and its subsidiaries, associates and joint ventures)ventures.

We have audited the Group’s internal control over financial reporting as of December 31, 2016,2018, based on criteria established inInternalControl IntegratedFramework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Group as at December 31, 2018, 2017 and 2016, and the related consolidated statements of income, comprehensive income, cash flows, and changes in equity for each of the three years in the period ended December 31, 2018, and the related notes of the Group and our report dated February 20, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

The Group’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisationsauthorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedunauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016 based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position of the Group as at December 31, 2016, and the related consolidated income statement and consolidated statement of comprehensive income, consolidated statement of cash flows and consolidated statement of changes in equity for the year ended December 31, 2016 of the Group and our report dated February 22, 2017 expressed an unqualified opinion thereon.

 

/s/ Ernst & Young LLP

London, United Kingdom

February 22, 201720, 2019

 

Internal Control over Financial Reporting

Management, including the Chief Executive Officer and Chief Financial Officer of RELX PLC, and RELX NV, have reviewed whether or not during the period covered by the annual report, there have been any changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the internal controls over financial reporting of RELX Group plc, RELX PLC and RELX NV.PLC. Based on that review, the Chief Executive Officer and Chief Financial Officer of RELX PLC and RELX NV have concluded that there have been no such changes.

An outline of the internal control structure is set out below.

Parent companies

The BoardsBoard of RELX PLC and RELX NV have eachhas adopted a schedule of matters which are required to be brought to themit for decision. During 2016,2018, the BoardsBoard of RELX PLC and RELX NV exercised independenta supervisory rolesrole over the activities and systems of internal control of RELX Group plc. In relation to RELX Group plc, the Boards of RELX PLC and RELX NV approved the strategy and the annual budgets, and received regular reports on the operations, including the treasury and risk management activities. Major transactions proposed by the Board of RELX Group plc require the approval of the Boards of both RELX PLC and RELX NV.Group.

The RELX PLC and RELX NV Audit CommitteesCommittee met on a regular basis to review the systems of internal control and risk management of RELX Group plc, which holds all of our business and subsidiaries and controls our financing activities.the Group.

RELX Group plcAudit Committee

The Board of RELX Group plc implemented an ongoing process for identifying, evaluating, monitoring and managing the principal risks faced by their respective businesses. These processes were in place throughout the year ended December 31, 2016 and up to the date of the approvals of this Annual Report on Form20-F.

RELX Group plcPLC has an established framework of procedures and internal controls, with which the management of each business is required to comply. Group businesses are required to maintain systems of internal control which are appropriate to the nature and scale of their activities and address all significant strategic, operational, financial and legal compliance risks that they face. The Board of RELX Group plc has adopted a schedule of matters that are required to be brought to it for decision.

RELX Group plc has a Code of Ethics and Business Conduct that provides a guide for achieving its business goals and requires officers and employees to behave in an open, honest, ethical and principled manner. The code also outlines confidential procedures enabling employees to report any concerns about compliance, or about the Group’s financial reporting practice. The code is published on our website, www.relx.com. The information on our website is not incorporated by reference into this report.

Each business area has identified and evaluated its principal risks, the controls in place to manage those risks and the levels of residual risk accepted. Risk management and control procedures are embedded into the operations of the business and include the monitoring of progress in areas for improvement that come to management and board attention. The principal risks identified include protection of IT systems and data, challenges to intellectual property rights, management of strategic and operational change, evaluation and integration of acquisitions, and recruitment and retention of personnel. Further detail on the principal risks facing the Group is set out under the heading “Risk Factors” on pages 6 to 8.

The principal risks facing the RELX Group plc businesses are regularly reported to and assessed by the Board and Audit Committee. With the close involvement of business management and central functions, the risk management and control procedures ensure that we are managing our business risks effectively and in a coordinated manner across the business with clarity on the respective responsibilities and interdependencies. Litigation and other legal and regulatory matters are managed by legal directors in the business.

The RELX Group plc Audit Committee receives regular reports on the management of material risks and reviews these reports. The Audit Committee also receives regular reports from both internal and external auditors on internal control and risk management matters. In addition, each business area is required, at the end of the financial year, to review the effectiveness of internal controls and risk management and report its findings on a detailed basis to the management of RELX Group plc. These reports are summarised and, as part of the annual review of effectiveness, submitted to the Audit Committee of RELX Group plc. The Chairman of the Audit Committee reports to the Board on any significant internal control matters arising.

Audit Committees

RELX Group plc, RELX PLC and RELX NV have established Audit Committees which comprise onlyNon-Executive directors, all of whom are independent. The Audit Committees,Committee, which meet regularly, arewas chaired by Ben van der Veer until April 19, 2018 and Adrian Hennah since then, the other members being Linda Sanford, Marike van Lier Lels, Carol Mills, and Adrian Hennah.Suzanne Wood.

The main roles and responsibilities of the Audit Committees in relation to the respective companiesCommittee are set out in written terms of reference and include:

 

 (i)

to monitor the integrity of the financial statements, and any formal announcements relating to financial performance, reviewing significant financial reporting judgements contained in them;

 

 (ii)

to review the company’s internal financial controls and the internal control and risk management systems;

 

 (iii)

to monitor and review the effectiveness of the internal audit function;

 

 (iv)

to make recommendations to the Board, for it to put to the shareholders for their approval in General Meeting, in relation to the appointment, reappointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external auditor;

 

 (v)

to review and monitor the external auditors’ independence and objectivity and the effectiveness of the audit process, taking into consideration relevant professional and regulatory requirements; and

 

 (vi)

to develop and recommend policy on the engagement of the external auditor to supply non audit services, taking into account relevant ethical guidance regarding the provision of non audit services by the external audit firm, and to monitor compliance.

The Audit Committees reportCommittee reports to the respective boardsBoard on theirits activities identifying any matters in respect of which they considerit considers that action or improvement is needed and making recommendations as to the steps to be taken.

The RELX Group plc Audit Committee fulfils this role in respect of the operating businesses and finance activities as of February 22, 2017. The RELX PLC and RELX NV Audit Committees fulfil their roles from the perspective of the parent companies and both Committees have access to the reports to and the work of the RELX Group plc Audit Committee.

The Audit Committees havehas explicit authority to investigate any matters within theirits terms of reference and havehas access to all resources and information that theyit may require for this purpose. The Audit Committees areCommittee is entitled to obtain legal and other independent professional advice and havehas the authority to approve all fees payable to such advisers.

The terms of reference of eachfor the Audit Committee are reviewed annually and a copy of each is published on our website, www.relx.com. The information on our website is not incorporated by reference into this report.

ITEM 16A: AUDIT COMMITTEE FINANCIAL EXPERT

EachThe members of RELX PLC and RELX NV has anPLC’s Audit Committee the members of which are identified in “Item 6: Directors, Senior Management and Employees”. The members of the Board of Directors of RELX PLC and members of the Board of RELX NV, have determined that each of their respectivethe Audit CommitteesCommittee contains at least one Audit Committee financial expert within the meaning of the applicable rules and regulations of the SEC. The Audit Committee financial experts serving on the RELX PLC and the RELX NV Audit Committees are Adrian Hennah, Suzanne Wood and Ben van der Veer.Veer (until his resignation on September 1, 2018). Each is considered independent.

ITEM 16B: CODES OF ETHICS

The Group has adopted a code of ethics (Code of Ethics and Business Conduct) that applies to all directors, officers and employees of the Group, as well as a separate code of ethics (Code of Ethics for Senior Financial Officers) that also applies to RELX PLC’s and RELX NV’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons

performing similar functions (collectively, the “Senior Financial Officers”). Both of these codes of ethics are available under “Corporate structure and governance”“Code of Ethics” of the Investor centre page at www.relx.com. The information on our website is not incorporated by reference into this report. If the Code for Senior Financial Officers is amended or a provision waived, we intend to satisfy any disclosure obligations by posting information on the Internetinternet website set forth above within five business days of such amendment or waiver. In February 2016, we amended the Code for Senior Financial Officers to address those to whom the policy applies, the reporting process and potential disciplinary actions for violations, and responsibilities regarding disclosure in financial reports and other disclosure.

ITEM 16C: PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed by our principal accountant, Ernst & Young LLP, are set forth in note 4 to the consolidated financial statements under the heading ‘Auditors’‘Auditor’s remuneration’ on page 128132 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 and incorporated herein by reference to Exhibit 15.2.

The Audit CommitteesCommittee of RELX PLC and RELX NV havehas adopted policies and procedures for thepre-approval of audit and non auditnon-audit services provided by the auditors. These policies and procedures are summarised below.

The terms of engagement and scope of the annual audit of the financial statements are agreed by the respective Audit CommitteesCommittee in advance of the engagement of the auditors in respect of the annual audit. The audit fees are approved by the Audit Committees.Committee.

The auditors are not permitted to provide non auditnon-audit services that would compromise their independence or violate any laws or regulations that would affect their appointment as auditors. They are eligible for selection to provide non auditnon-audit services only to the extent that their skills and experience make them a logical supplier of the services. The respectiveChair of the Audit CommitteesCommittee mustpre-approve the provision of allnon-audit services by the auditors and will consider SEC rules and other guidelines in determining the scope of permitted services. The respective Audit Committees havepre-approved non audit services in respect of individualAll assignments for permitted services that meet certain criteria. Assignments outside these parametersother than audit-related work must be specificallypre-approved by the Audit CommitteesCommittee in advance of commissioning the work. Aggregate non auditnon-audit fees must not exceed the annual audit fees in any given year, unless approved in advance by the Audit Committees.

Committee. All of the audit and non auditnon-audit services carried out in the year ended December 31, 20162018 werepre-approved under the policies and procedures summarised above.

ITEM 16E: PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

During 20162018, the Group (including, prior to the corporate simplification, RELX NV) repurchased 29.2a combined total of 44.4 million RELX PLC ordinary shares and 26.1(including 17.5 million RELX NV ordinary shares prior to the corporate simplification) for total consideration of £700 million ($938 million), to be held in treasury. A total of 55.3 million RELX PLC and RELX NV shares were repurchased in 2016.

   PLC   NV 
   

Number of ordinary

shares

   

Average price

paid per share

   

Number of ordinary

shares

   

Average price paid

per share

 
   

 

   pence   

 

    

January 2016

   2,324,500    11.67    2,069,700    14.71 

February 2016

   2,471,600    11.90    2,201,000    14.60 

March 2016

   4,208,000    12.55    3,745,000    15.22 

April 2016

   3,209,600    12.57    2,998,100    15.14 

May 2016

   6,068,400    12.24    5,586,300    14.90 

June 2016

   3,642,950    12.36    3,168,900    15.01 

July 2016

   —      —      —      —   

August 2016

   1,922,229    14.42    1,711,900    15.90 

September 2016

   2,534,887    14.47    2,257,800    15.90 

October 2016

   1,410,764    14.73    1,250,107    15.67 

November 2016

   944,463    13.73    702,863    14.85 

December 2016

   498,114    13.47    399,314    15.07 
  

 

 

   

 

 

   

 

 

   

 

 

 
   29,235,507    12.79    26,090,984    15.14 
  

 

 

   

 

 

   

 

 

   

 

 

 

All shares were purchased under programmes publicly announced on December 3, 2015 and February 25, 2016. All of these programmes were completed during 2016.

On December 8, 2016 RELX PLC and RELX NV announced anon-discretionary programme to repurchase further ordinary shares up to the value of £100 million in total between January 1, 2017 and February 20, 2017. A further 3.7 million RELX PLC shares and 3.3 million RELX NV shares have been repurchased as at February 22, 2017, under this programme. On February 23, 2017, RELX PLC and RELX NV announced their intention to repurchase further ordinary shares up to the value of £600 million in aggregate over the remainder of 2017.

In addition, during 2016During 2018, the Employee Benefit Trust purchased 1.22.9 million of RELX PLC shares and 1.1 million RELX NV shares.in order to satisfy awards under our equity-based plans as described in ‘Share Ownership’, pages 30 – 33.

ITEM 16F: CHANGE IN REGISTRANTS’ CERTIFYING ACCOUNTANT

   Number of
ordinary

shares
   Average price
paid per share
   Total shares
repurchased
under

publicly
announced
programmes
   Approximate
maximum value
of shares that
may yet be
purchased
under the
programmes
 

January 2018(1)

        

— RELX PLC

   2,357,043    1,643p    2,357,043   £14 million 

— RELX NV

   2,099,800   18.40    2,099,800   15 million 

February 2018(1)(2)

        

— RELX PLC

   3,514,872    1,494p    2,971,229   £340 million 

— RELX NV

   3,202,427   16.91    2,646,266   227 million 

March 2018(2)

        

— RELX PLC

   5,029,208    1,480p    3,917,859   £282 million 

— RELX NV

   4,210,415   16.70    3,488,342   169 million 

April 2018

        

— RELX PLC

   3,042,229    1,522p    3,042,229   £236 million 

— RELX NV

   2,708,661   17.38    2,708,661   122 million 

May 2018

        

— RELX PLC

   2,476,265    1,606p    2,476,265   £190 million 

— RELX NV

   2,204,763   18.15    2,204,763   82 million 

June 2018

        

— RELX PLC

   2,295,559    1,639p    2,295,559   £158 million 

— RELX NV

   2,043,884   18.52    2,043,884   44 million 

July 2018

        

— RELX PLC

   1,051,100    1,675p    1,051,100   £141 million 

— RELX NV

   936,150   18.83    936,150   26 million 

August 2018

        

— RELX PLC

   1,397,250    1,701p    1,397,250   £117 million 

— RELX NV

   1,245,300   18.95    1,245,300   3 million 

September 2018

        

— RELX PLC

   2,005,350    1,605p    2,005,350   £85 million 

— RELX NV

   132,850   19.02    132,850    nil 

October 2018(4)

   2,843,050    1,535p    2,843,050   £41 million 

November 2018(4)

   2,288,500    1,593p    2,288,500   £5 million 

December 2018(4)

   299,800    1,646p    299,800   £100 million(3)  
  

 

 

     

 

 

   
   47,384,476      44,451,250   
  

 

 

     

 

 

   

(1)

Includes amounts purchased under the £100 million ($134 million)non-discretionary buyback programme announced December 7, 2017 and the £600 million ($804 million)non-discretionary buyback programme announced February 15, 2018.

(2)

Includes shares purchased to satisfy awards under our equity-based plans as described in ‘share ownership’, pages 27 to 30.

(3)

On December 7, 2018 RELX PLC announced anon-discretionary buyback programme to repurchase further ordinary shares up to the value of £100 million ($134 million) in total between January 2, 2019 and February 18, 2019. A further 6.0 million RELX PLC shares have been repurchased as at February 20, 2019, under this programme. On February 21, 2019, RELX PLC announced its intention to repurchase further ordinary shares up to the value of £500 million ($670 million) over the remainder of 2019.

(4)

Only RELX PLC shares were repurchased following the completion of the corporate simplification.

In connection with an audit tender process undertaken by RELX PLC and RELX NV (collectively, the “Registrants”) to rotate their audit firm, Deloitte LLP declined to stand forre-election as the Registrants’ independent registered public accounting firm at the Registrants’ 2016 Annual General Meetings held on April 20, 2016 (as to RELX NV) and April 21, 2016 (as to RELX PLC). At the Registrants’ 2016 Annual General Meetings, upon the recommendation of the Registrants’

Audit Committees and Boards of Directors, the Registrants’ shareholders approved the appointment of Ernst & Young LLP as the external auditor of RELX PLC and Ernst &Young Accountants LLP as the external auditor of RELX NV, in each case, for the 2016 fiscal year. Ernst & Young LLP was also designated by the Registrants’ Board of Directors, upon recommendation of their Audit Committees, to serve as the independent registered public accounting firm for the Group (composed of RELX PLC, RELX NV, RELX Group plc and its subsidiaries, associates and joint ventures).

The audit reports of Deloitte LLP on the financial statements of the Group as of and for the year ended December 31, 2015 and on the effectiveness of internal control over financial reporting as of December 31, 2015 did not contain any adverse opinion or disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

The audit reports of Deloitte LLP on the combined financial statements of the Combined Businesses as of and for the year ended December 31, 2014, the consolidated financial statements of each of RELX PLC and RELX NV as of and for the year ended December 31, 2014 and on their effectiveness of internal control over financial reporting as of December 31, 2014 did not contain any adverse opinion or disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2015 and 2014 and the period from January 1, 2016 through April 21, 2016, there were no disagreements between the Registrants and Deloitte LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures which, if not resolved to the satisfaction of Deloitte LLP would have caused Deloitte LLP to make reference thereto in their report on the consolidated financial statements of the Group as of and for the year ended December 31, 2015 or their report on the combined financial statements of the Combined Businesses, the consolidated financial statements of RELX PLC or the consolidated financial statements of RELX NV as of and for the year ended December 31, 2014 or their internal control over financial reporting for such years, nor were there any “reportable events” (as defined in Item 16F(a)(1)(v) of Form20-F).

RELX PLC and RELX NV provided Deloitte LLP with a copy of this disclosure and requested them to furnish a letter addressed to the U.S. Securities and Exchange Commission stating whether they agree with the above statements. A copy of such letter, dated March 7, 2017, is filed as Exhibit 16.1 to this Form20-F.

During the two most recent fiscal years and interim period prior to the appointment of Ernst & Young LLP, neither the Registrants nor anyone on their behalf consulted Ernst & Young LLP, regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the consolidated financial statements of the Group, RELX PLC or RELX NV, nor has Ernst & Young LLP provided to the Registrants a written report or oral advice that Ernst & Young LLP concluded was an important factor considered by the Registrants in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 16F(a)(1)(iv) of Form20-F and the related instruction) with Deloitte LLP or a “reportable event” (as defined in Item 16F(a)(1)(v) of Form20-F).

ITEM 16G: CORPORATE GOVERNANCE

Details of our corporate governance practices are set out on pages 54 to 57page 47 of Item 15: Controls and Procedures.

Compliance with New York Stock Exchange Corporate Governance Rules

RELX PLC, and RELX NV, as companiesa company listed on the New York Stock Exchange (the “NYSE”), areis subject to the listing requirements of the NYSE and the rules of the US Securities and Exchange Commission (the “SEC”). We also continually monitor our compliance with the provisions of the Sarbanes-Oxley Act of 2002 that are applicable to foreign private issuers.

As a foreign private issuers,issuer, RELX PLC and RELX NV areis only required to comply with certain of the NYSE corporate governance rules and areis in compliance with all applicable rules. The NYSE’s rules also require disclosure of any significant ways in which their corporate governance practices differ from those required of US companies under the NYSE listing standards.

We follow UK corporate governance practice, which does not differ significantly from the NYSE corporate governance standards for foreign issuers. We also follow Dutch corporate governance practice. We believe that our corporate governance practices do not differ in any significant way from those required to be followed by US companies under the NYSE corporate governance listing standards.

The NYSE listing standards provide that US companies must have a nominating/corporate governance committee composed entirely of independent directors and with a written charter that addresses the committee’s purpose and responsibilities which, at a minimum, must be to identify individuals qualified to become board members, develop and recommend to the Board a set of corporate governance principles and to oversee the evaluation of the board and management.

RELX PLC and RELX NV havehas a joint Nominations Committee and a joint Corporate Governance Committee. The written terms of reference adopted by the RELX PLC and the RELX NV BoardsBoard for these committees specify purposes and responsibilities that correspond to those of a US company’s nominating/corporate governance committee under the NYSE’s listing standards. The Nominations Committee and the Corporate Governance Committee are composed entirely ofNon-Executive Directors.

PART III

ITEM 17: FINANCIAL STATEMENTS

The Registrants haveRegistrant has responded to Item 18 in lieu of responding to this Item.

ITEM 18: FINANCIAL STATEMENTS

The information set forth under the heading ‘Consolidated Financial Statements’ and ‘Notes to the consolidated financial statements’ on pages 119121 to 167 of the Group’sRELX Annual ReportsReport and Financial Statements 20162018 is incorporated herein by reference to Exhibit 15.2.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TheTo the Members and Board of Directors and members of RELX PLC

Opinion on the Financial Statements

The terms “Group” or “RELX” refer collectively, to RELX PLC and its subsidiaries, associates and joint ventures. For dates and periods ended before the Board of Directors and shareholders of RELX NV

We have audited the accompanying consolidated statement of financial position of the Group (comprisingcorporate simplification on September 8, 2018, such terms refer collectively to RELX PLC, RELX NV, RELX Group plc and its subsidiaries, associates and joint ventures)ventures.

We have audited the accompanying consolidated statements of financial position of the Group as atof December 31, 2018, 2017 and 2016, and the related consolidated statements of income, statement and consolidated statement of comprehensive income, consolidated statement of cash flows and consolidated statement of changes in equity for each of the yearthree years in the period ended December 31, 2016. 2018, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group at December 31, 2018, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Group’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 20, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s financial statements based on our audit.audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements referred to above present fairly, in all material respects, the consolidated financial positionpresentation of the Group at December 31, 2016, and the consolidated results of their operations and their cash flows for the year ended December 31, 2016, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Group’s internal control over financial reporting as at December 31, 2016, based on criteria established inInternalControlIntegratedFramework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2017 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

London, United Kingdom

February 22, 2017

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and members of RELX PLC and to the Board of Directors and shareholders of RELX NV:

We have audited the accompanying consolidated statement of financial position of the Group (comprising RELX PLC, RELX NV, RELX Group plc and its subsidiaries, associates, and joint ventures) as at December 31, 2015, and the related consolidated income statements and consolidated statements of comprehensive income, cash flows, and changes in equity for each of the years ended December 31, 2015 and 2014. These consolidated financial statements are the responsibility of the management of the Group. Our responsibility is to express an opinion on the consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such 2015 and 2014 consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2015, and the consolidated results of its operations and cash flows for each of the years ended December 31, 2015 and 2014, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

/s/ DELOITTEErnst & Young LLP

We have served as the Group’s auditor since 2016.

London, United Kingdom

February 24, 201620, 2019

 

THIS PAGE INTENTIONALLY BLANK

GLOSSARY OF TERMS

 

Terms used in Annual Report on Form20-F

US equivalent or brief description

 

Accruals

Accrued expenses

 

Adjusted cash flow

Cash generated from operations plus dividends from joint ventures less net capital expenditure on property, plant and equipment and internally developed intangible assets, and excluding pension deficit payments, and payments in relation to acquisition relatedacquisition-related costs and sublease payments received

 

Adjusted earnings per share

Adjusted net profit attributable to parent companies’RELX PLC shareholders divided by the total weighted average number of shares for the group

 

Adjusted net profit attributable to parent companies’RELX PLC shareholders

Net profit attributable to parent companies’RELX PLC shareholders before amortisation of acquired intangible assets, acquisition relatedacquisition-related costs, net interest on net defined benefit obligation, disposals and othernon-operating items, and other deferred tax credits from intangible assets and exceptional tax credits

 

Adjusted operating margin

Adjusted operating profit expressed as a percentage of revenue. This is a key financial measure used by management to evaluate performance and allocate resources

 

Adjusted operating profit

Operating profit before amortisation of acquired intangible assets, acquisition related costs, and is grossed up to exclude the equity share of finance income, finance costs and taxes in joint ventures. This is a key financial measure used by management to evaluate performance and allocate resources and is presented in accordance with IFRS8-OperatingIFRS8-Operating Segments

 

Allotted

Issued

 

Associate

An entity in which the Group has a participating interest and, in the opinion of the directors, can exercise significant influence on its management

 

Called up share capital

Issued share capital

 

Capital and reserves

Shareholders’ equity

 

Cash flow conversion

The proportion of adjusted operating profits converted into cash

 

Combined Businesses

The combined businesses in years up to and including 2014 encompassed the businesses of RELX Group plc and Elsevier Reed Finance BV, together with their two parent companies, RELX PLC and RELX NV. Effective February 25, 2015, ownership of Elsevier Reed Finance BV was transferred to Reed Elsevier Group plc and this newly combined single group entity was named RELX Group plc

Constant currency

Calculated using the previous financial year’s full-year average and hedge exchange rates

 

Effective tax rate on adjusted operating profit

Tax rate excluding movements on deferred tax balances not expected to crystallise in the near term, more closely aligning with cash taxes payable, and includes the benefit of deductible tax amortisation on acquired goodwill and intangible assets

 

EPS

Earnings per ordinary share

Finance lease

Capital lease

 

Free cash flow

Operating cash flow excluding the effects of interest, tax and dividends

 

Invested capital

Average capital employed in the year expressed at the average exchange rates for the year. Capital employed represents the net assets of the business before borrowings and derivative financial instruments and current and deferred taxes, after adding back the cumulative amortisation and impairment of acquired intangible assets and goodwill and deducting from goodwill the gross up in respect of deferred tax liabilities recognised on acquisition of intangible assets

 

Investments

Non-current investments

 

Freehold

Ownership with absolute rights in perpetuity

 

Interest receivable

Interest income

 

Interest payable

Interest expense

Net borrowings

Gross borrowings, less related derivative financial instrument assets, and cash and cash equivalents and finance lease receivables

 

Net cash acquired

Cash less debt acquired with a business

Operating costs

Cost of sales plus selling and distribution costs plus administration and other expenses

 

Portfolio effects

Changes in the portfolio relating to acquisitions, disposals and assets held for sale

 

Prepayments

Prepaid expenses

 

Profit

Income

 

Profit attributable

Net income

 

Share based remuneration

Stock based compensation

 

Share premium account

Premiums paid in excess of par value of ordinary shares

 

Return on invested capital

Post tax adjusted operating profit expressed as a percentage of average capital employed. This is a key financial measure used by management

 

Revenue

Sales

 

Underlying growth

Underlying growth rates for 2017 are calculated at constant currencies, and exclude the results of all acquisitions and disposals made in both the year and prior year and assets held for sale. Underlying revenue growth rates also exclude the effects of exhibition cycling. This is a key financial measure as it provides an assessment of year on year organic growth without distortion for part year contributions and the impact of changes in foreign exchange rates. In 2018, the policy was updated and underlying growth rates now include the results of acquisitions starting twelve months after completion of a transaction. There were no other changes to the policy in 2018.

ITEM 19: EXHIBITS

Exhibits filed as part of this annual report, or incorporated by reference

 

  1.1  Articles of Association of RELX PLC, reflecting the change of company name from Reed Elsevier PLC on July 1, 2015 pursuant to a special resolution dated April 23, 2015 (incorporated by reference from Exhibit 1.1 to the Annual Report on Form20-F (File No. 001-13334) filed with the SEC on March 8, 2016)
  1.2Articles of Association of RELX NV (as amended June 30, 2015) reflecting the change of company name from Reed Elsevier NV effective on July 1, 2015 and the cancellation of the class of R shares in RELX NV (incorporated by reference from Exhibit 1.2 to the Annual Report on Form 20-F (File No. 001-13688) filed with the SEC on March 8, 2016)
  1.3Governing Agreement, (as amended on July 1, 2015) between RELX PLC and RELX NV (incorporated by reference from Exhibit 1.3 to the Annual Report on Form 20-F (File No. 001-13334) filed with the SEC on March 8, 2016)
  2.1  Form of Amendment No.  1 to Amended and Restated Deposit Agreement, effective as of July  1, 2015, by and among RELX PLC, Citibank N.A., as depositary, and all Holders and Beneficial Holders of American Depositary Shares issued thereunder (incorporated by reference from Exhibit (a)(i) to the Registration Statement on FormF-6/A (File No.No. 333-197562) filed with the SEC on June 26, 2015)
  2.2  Amended and Restated Deposit Agreement, dated as of August  1, 2014, by and among RELX PLC, Citibank N.A., as depositary, and all Holders and Beneficial Holders of American Depositary Shares issued thereunder (incorporated by reference from Exhibit (a)(ii) to the Registration Statement on FormF-6/A (File No.No. 333-197562) filed with the SEC on June 26, 2015)
  2.3Form of Amendment No. 1 to Amended and Restated Deposit Agreement, effective as of July 1, 2015, by and among RELX NV, Citibank N.A., as depositary, and all Holders and Beneficial Holders of American Depositary Shares issued thereunder (incorporated by reference from Exhibit (a)(i) to the Registration Statement on FormF-6/A (FileNo. 333-197563) filed with the SEC on June 26, 2015)
  2.4Amended and Restated Deposit Agreement, dated as of August 1, 2014, by and among RELX NV, Citibank N.A., as depositary, and all Holders and Beneficial Holders of American Depositary Shares issued thereunder (incorporated by reference from Exhibit (a)(ii) to the Registration Statement on FormF-6/A (FileNo. 333-197563) filed with the SEC on June 26, 2015)
  4.1  RELX Group plc Share Option Scheme (incorporated by reference from Exhibit 4.4 to the 2003 Annual Report on Form20-F (File No.No. 001-1334) filed with the SEC on March 16, 2004)
  4.2  RELX Group plc Retention Share Plan (as amended on March  13, 2006) (incorporated by reference from Exhibit 4.9 on the 2006 Annual Report on Form20-F (File No.No. 001-1334) filed with the SEC on March  22, 2007)
  4.3  RELX Group plc Bonus Investment Plan 2010 (incorporated by reference from Exhibit 4.3 to the Registration Statement on FormS-8 (File No.No. 333-167058) filed with the SEC on May 25, 2010)
  4.4  RELX Group plc Long-Term Incentive Plan 2013 (incorporated by reference from Exhibit 10.2 to the Registration Statement on FormS-8 (File No.No. 333-191419) filed with the SEC on September 27, 2013)
  4.5  RELX Group plc Executive Share Option Scheme 2013 (incorporated by reference from Exhibit 10.1 to the Registration Statement on FormS-8 (File No.No. 333-191419) filed with the SEC on September 27, 2013)
  4.6  RELX Group plc Restricted Share Plan 2014 (incorporate(incorporated by reference from Exhibit 4.3 to the Registration Statement on FormS-8 (File No.No. 333-197580) filed with the SEC on July 23, 2014)
  4.7  Service Agreement between RELX Group plc and Erik Engstrom (dated March  14, 2011) (incorporated by reference from Exhibit 4.14 to the 2012 Annual Report on Form20-F (File No.No. 001-1334) filed with the SEC on March  12, 2013)
  4.8  Service Agreement between RELX Group plc and Nick Luff (dated January  6, 2014) (incorporated by reference from Exhibit 4.12 to the 2014 Annual Report on Form20-F (File No.No. 001-1334)) filed with the SEC on March  10, 2015)
  4.9  Letter between RELX Group plc and Nick Luff (dated January  6, 2014) (incorporated by reference from Exhibit 4.13 to the 2014 Annual Report on Form20-F (File No.No. 001-1334)) filed with the SEC on March  10, 2015)
  4.10RELX Group plc Restricted Share Plan 2014 (incorporated by reference from Exhibit 4.3 to the Registration Statement on Form S-8 (File No. 333-227636) filed with the SEC on October 1, 2018)
  4.11RELX Group plc Executive Share Option Scheme 2013 (incorporated by reference from Exhibit 4.4 to the Registration Statement on Form S-8 (File No. 333-227636) filed with the SEC on October 1, 2018)
  4.12RELX Group plc Long-Term Incentive Plan 2013 (incorporated by reference from Exhibit 4.5 to the Registration Statement on Form S-8 (File No. 333-227636) filed with the SEC on October 1, 2018)
  8.0  List of significant subsidiaries, associates, joint ventures and business units
  12.1  Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002, by the Chief Executive Officer of RELX PLC
  12.2  Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002, by the Chief Financial Officer of RELX PLC
  12.3Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002, by the Chief Executive Officer of RELX NV
  12.4Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002, by the Chief Financial Officer of RELX NV
  13.1  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section  906 of the Sarbanes-Oxley Act of 2002, by the Chief Executive Officer of RELX PLC
  13.2  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section  906 of the Sarbanes-Oxley Act of 2002, by the Chief Financial Officer of RELX PLC

  13.3Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Executive Officer of RELX NV
  13.4Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Financial Officer of RELX NV
  15.1  Independent Registered Public Accounting Firm’s Consent – Ernst & Young LLP – Consolidated Financial Statements
  15.2*  Annual ReportsReport and Financial Statements 20162018
  15.3  Remuneration Policy Report (incorporated by reference from Exhibit 15.3 to the 2015 Annual Report on Form 20-F (File No. 001-13334) filed with the SEC on March 8, 2016)
  15.4101.1  Independent Registered Public Accounting Firm’s Consent – Deloitte LLP –The following financial information for RELX formatted in XBRL: (i) Consolidated Income Statement for the years ended December 31, 2018, 2017 and 2016; (ii) Consolidated Statement of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016; (iii) Consolidated Statement of Cash Flows for the years ended December 31, 2018, 2017 and 2016; (iv) Consolidated Statement of Financial Position at December 31, 2018, 2017 and 2016; (v) Consolidated Statement of Changes in Equity for the years ended December 31, 2018, 2017 and 2016; and (vi) Notes to the Consolidated Financial Statements
  16.1Letter between Deloitte LLP and SEC regarding the change in the registrant’s certifying accountant (dated March 7, 2017)

The total amount of long termlong-term debt securities of the Group authorised under any single instrument does not exceed 10% of the total assets of the Group. The RegistrantsRegistrant hereby agreeagrees to furnish to the Commission, upon its request, a copy of any instrument defining the rights of holders of long termlong-term debt of the Group or any of the businesses for which consolidated or unconsolidated financial statements are required to be filed.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representation and warranties made by any of the registrantsregistrant in therethese agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs at the date they were made or at any other time.

 

 

*

Certain of the information included within Exhibit 15.2, which is provided pursuant to Rule12b-23(a)(3) of the Securities Exchange Act, of 1934, as amended, is incorporated by reference in this Form20-F, as specified elsewhere in this Form20-F. With the exception of the items and pages so specified, the Annual ReportsReport and Financial Statements 20162018 are not deemed to be filed as part of this Form20-F.

SIGNATURES

Each of the RegistrantsThe Registrant hereby certifies that it meets all of the requirements for filing on Form20-F and that it has duly caused and authorised the undersigned to sign this annual report on its behalf.

 

RELX PLC

Registrant

RELX NV

Registrant

By: /s/ E ENGSTROM

 

E Engstrom

Chief Executive Officer

By: /s/ E ENGSTROM

E Engstrom

Chief Executive Officer

By: /s/ N LUFF

 

N Luff

Chief Financial Officer

By: /s/ N LUFF

N Luff

Chief Financial Officer

Dated: March 7, 2017February 28, 2019

Dated: March 7, 2017

 

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