0000929869 relx:MatthewBenderAndCompanyIncMember relx:CommonStock1Member country:US 2021-01-01 2021-12-31
17, 2022
☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☑ | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
2021
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class Trading Symbol(s) Name of exchange on which American Depositary Shares Ordinary shares of 14 51/116p each 3.500% Guaranteed Notes due 2023 1.300% Guaranteed Notes due 2025 4.000% Guaranteed Notes due 2029 RELX/30 New York Stock Exchange
registered
(each representing one RELX PLC ordinary share) RELX New York Stock Exchange
(the “RELX PLC ordinary shares”) New York Stock Exchange* RELX/23 New York Stock Exchange RELX/25 New York Stock Exchange RELX/29 New York Stock Exchange 3.000% Guaranteed Notes due 2030 RELX/29 New York Stock Exchange
* | Listed, not for trading, but only in connection with the listing of the applicable Registrant’s American Depositary Shares issued in respect thereof. |
Number of outstanding shares | ||||
Ordinary shares of 14 51/116p each |
Large accelerated filer ☑ | Accelerated filer ☐ | Non-accelerated filer ☐ | ||
Emerging growth company ☐ |
Auditor Firm Id : 01438 | Auditor Name : Ernst & Young LLP | Auditor Location : London, United Kingdom |
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| N/A | |||||
ITEM 16E: | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | |||||
ITEM 16F: | N/A | |||||
ITEM 16G: | ||||||
ITEM 16H: | N/A | |||||
F-1 | ||||||
ITEM 17: | F-1 | |||||
ITEM 18: | F-1 | |||||
F-2 | ||||||
S-1 | ||||||
ITEM 19: | S-3 |
* | The registrant has responded to Item 18 in lieu of responding to this Item. |
● | 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. |
● | impact of the Covid-19 pandemic; |
● | 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; |
● | competitive factors in the industries in which we operate and demand for our products and services; |
● | our inability to realise the future anticipated benefits of acquisitions; |
● | significant failure or interruption of our systems; |
● | changes in economic cycles, communicable disease epidemics or pandemics, severe weather events, natural disasters and terrorism; |
● | compromises of our cyber security systems or other unauthorised access to our databases; |
● | failure of third parties to whom we have outsourced business activities; |
● | our inability to retain high-quality employees and management; |
● | changes in the market values of defined benefit pension scheme assets and in the market related assumptions used to value scheme liabilities; |
● | changes in tax laws and uncertainty in their application; |
● | exchange rate fluctuations; |
● | adverse market conditions or downgrades to the credit ratings of our debt; |
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breaches of generally accepted ethical business standards or applicable laws; |
● | failure to comply with settlement orders by the US Federal Trade Commission (“FTC”); and |
● | other risks referenced from time to time in the filings of RELX PLC with the US Securities and Exchange Commission (the “SEC”), including the risks described in “Item 3: Key Information — Risk Factors”. |
The selected consolidated financial data should be read in conjunction with, and is qualified by, the consolidated financial statements for RELX which are set forth on pages 132 to 179 of the RELX Annual Report and Financial Statements 2020 and incorporated herein by reference to Exhibit 15.2. RELX PLC is a publicly-held entity.
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”). The selected financial data as at December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 set out below has been extracted or derived from the audited consolidated financial statements, set forth on pages 132 to 179 of the RELX Annual Report and Financial Statements 2020 and incorporated herein by reference to Exhibit 15.2. The selected financial data as at December 31, 2018, 2017 and 2016 and for the years ended December 31, 2017 and 2016 set out below has been extracted or derived from our audited financial statements, which are not included herein. The selected financial data as at a date and for any period ended before the corporate simplification on September 8, 2018 is presented on a consolidated basis for RELX PLC and RELX NV as a single reporting entity.
Consolidated Income Statement Data(1)
For the year ended December 31, | ||||||||||||||||||||
2020 | 2019 | 2018 | 2017(5) | 2016(5) | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Amounts in accordance with IFRS: | ||||||||||||||||||||
Revenue | £ | 7,110 | £ | 7,874 | £ | 7,492 | £ | 7,341 | £ | 6,889 | ||||||||||
Operating profit(2) | 1,525 | 2,101 | 1,964 | 1,905 | 1,708 | |||||||||||||||
Net finance costs | (172 | ) | (305 | ) | (211 | ) | (199 | ) | (213 | ) | ||||||||||
Disposals and other non-operating items(3) | 130 | 51 | (33 | ) | 15 | (36 | ) | |||||||||||||
Profit before tax | 1,483 | 1,847 | 1,720 | 1,721 | 1,459 | |||||||||||||||
Tax expense(4) | (275 | ) | (338 | ) | (292 | ) | (65 | ) | (301 | ) | ||||||||||
Net profit for the year | 1,208 | 1,509 | 1,428 | 1,656 | 1,158 | |||||||||||||||
Net loss/(profit) for the year attributable to non-controlling interests | 16 | (4 | ) | (6 | ) | (8 | ) | (8 | ) | |||||||||||
Net profit attributable to RELX PLC shareholders | £ | 1,224 | £ | 1,505 | £ | 1,422 | £ | 1,648 | £ | 1,150 |
Consolidated Statement of Financial Position Data(1)
As at December 31, | ||||||||||||||||||||
2020 | 2019 | 2018 | 2017(5) | 2016(5) | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Amounts in accordance with IFRS: | ||||||||||||||||||||
Total assets | £ | 14,145 | £ | 13,789 | £ | 13,999 | £ | 12,632 | £ | 13,714 | ||||||||||
Non-current borrowings | (6,276 | ) | (4,354 | ) | (4,973 | ) | (4,491 | ) | (4,087 | ) | ||||||||||
Net assets | 2,101 | 2,190 | 2,359 | 2,313 | 2,308 | |||||||||||||||
Non-controlling interests | 2 | (24 | ) | (30 | ) | (21 | ) | (38 | ) | |||||||||||
Shareholders’ equity | £ | 2,099 | £ | 2,166 | £ | 2,329 | £ | 2,292 | £ | 2,270 |
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Earnings per share and dividends
For the year ended December 31, | ||||||||||||||||||||
2020 | 2019 | 2018 | 2017(3) | 2016(3) | ||||||||||||||||
(in millions, except per share amounts) | ||||||||||||||||||||
Amounts in accordance with IFRS: | ||||||||||||||||||||
RELX PLC | ||||||||||||||||||||
Earnings per RELX PLC ordinary share | 63.5p | 77.4p | 71.9p | 81.6p | 55.8p | |||||||||||||||
Diluted earnings per RELX PLC ordinary share | 63.2p | 76.9p | 71.4p | 81.0p | 55.3p | |||||||||||||||
Dividends per RELX PLC ordinary share(1) | 45.7p | 43.3p | 40.1p | 37.4p | 32.55p | |||||||||||||||
Weighted average number of shares(2) | 1,926.2 | 1,943.5 | 1,977.2 | 2,019.4 | 2,062.3 |
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Our business performance and financial condition may be adversely affected by negative changes in general economic conditions. Further deteriorations in economic conditions, as a result of the Covid-19 pandemic or otherwise, could lead to a further or prolonged decline in customer demand for our products and services and negatively impact our business. Decline or volatility in customer demand for one or more of our products due to cost-cutting, reduced spending, reduced activity or delayed renewals by our customers may impact RELX’s revenues and profits.
Containment measures that governments adopt or that we take, such as quarantines or other travel restrictions and site closures, may interfere with the ability of our employees, vendors and data suppliers to perform their respective responsibilities and obligations. In Exhibitions, the main exhibition venues in Europe and the US remain closed. We ran physical events in the second half of 2020 in venues that have reopened, but these may close again. The events that ran have typically been smaller than their prior editions.
Disruption and volatility in financial markets and capital markets may adversely impact RELX’s access to financing or the terms of any such financing.
closures. These factorsmeasures have had an adverseand may continue to have a significant impact on our business performance this year (in particular on
travel restrictions going forward.
effectively with available or useful to our customers. Examples of data privacy laws relating to internet communications, privacy and data protection, e-commerce, information governance and use of public records, include the European Union’s General Data Protection Regulation and the California Consumer Privacy Act, as well as evolving regulation in many jurisdictions where RELX operates.
Climate change may increase the intensity and frequency of severe weather events which increases the risk of significant failure.
parties including through cyber, ransomware and phishing attacks on us or our third-party service providers.
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-party service providers we may be unable to anticipate or implement adequate measures to protect against these attacks and our service providers and customers may likewise be unable to do so.
Our impairment analysis of goodwill and indefinite lived intangible assets incorporates various assumptions which are highly judgmental. If these assumptions are not realised, we may be required to recognise a charge in the future for impairment.
As at December 31, 2020, goodwill on the consolidated statement of financial position amounted to £7,224 million and intangible assets with an indefinite life amounted to £111 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-year forecast period, the long-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.
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Risk provides customers with information-based analytics and decision tools that combine public and industry-specific content with advanced technology and algorithms to assist them in evaluating and predicting risk and enhancing operational efficiency. |
● | Scientific, Technical & Medical provides information and analytics that help institutions and professionals progress science, advance healthcare and improve performance. |
● | Legal provides legal, regulatory and business information and analytics that help customers increase their productivity, improve decision-making and achieve better outcomes. |
● | Exhibitions face-to-face, |
Revenue Year ended December 31, | ||||||||||||||||||||||||||||||||
2020 | 2019 | 2018 | 2017 | |||||||||||||||||||||||||||||
(in millions, except percentages) | ||||||||||||||||||||||||||||||||
Scientific, Technical & Medical | £ | 2,692 | 38 | % | £ | 2,637 | 34 | % | £ | 2,538 | 34 | % | £ | 2,473 | 34 | % | ||||||||||||||||
Risk | 2,417 | 34 | 2,316 | 29 | 2,117 | 28 | 2,073 | 28 | ||||||||||||||||||||||||
Legal | 1,639 | 23 | 1,652 | 21 | 1,618 | 22 | 1,686 | 23 | ||||||||||||||||||||||||
Exhibitions | 362 | 5 | 1,269 | 16 | 1,219 | 16 | 1,109 | 15 | ||||||||||||||||||||||||
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Total | £ | 7,110 | 100 | % | £ | 7,874 | 100 | % | £ | 7,492 | 100 | % | £ | 7,341 | 100 | % | ||||||||||||||||
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SCIENTIFIC, TECHNICAL & MEDICAL
Revenue Year ended December 31, | ||||||||||||||||||||||||||||||||
2021 | 2020 | 2019 | 2018 | |||||||||||||||||||||||||||||
(in millions, except percentages) | ||||||||||||||||||||||||||||||||
Risk | £ | 2,474 | 34 | % | £ | 2,417 | 34 | % | £ | 2,316 | 29 | % | £ | 2,117 | 28 | % | ||||||||||||||||
Scientific, Technical & Medical | 2,649 | 37 | 2,692 | 38 | 2,637 | 34 | 2,538 | 34 | ||||||||||||||||||||||||
Legal | 1,587 | 22 | 1,639 | 23 | 1,652 | 21 | 1,618 | 22 | ||||||||||||||||||||||||
Exhibitions | 534 | 7 | 362 | 5 | 1,269 | 16 | 1,219 | 16 | ||||||||||||||||||||||||
Total | £ | 7,244 | 100 | % | £ | 7,110 | 100 | % | £ | 7,874 | 100 | % | £ | 7,492 | 100 | % | ||||||||||||||||
RISK
Location | Principal use(s) | Floor space (square feet) | ||||
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Alpharetta, Georgia | Office and data centre | 406,000 | ||||
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Oxford, England | Office | 105,000 | ||||
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Miamisburg, Ohio | Office and data centre | |||||
Sutton, England | Office | 191,960 | ||||
Amsterdam, Netherlands | Office | 180,021 | ||||
Raleigh, North Carolina | Office | 120,000 | ||||
Horsham, Pennslyvania | Office | 120,000 | ||||
New York, New York | Office | 116,541 |
RELX.
● | our Scientific, Technical & Medical business provided subscriptions to online products and print publications to a number of universities, hospitals and other entities, including those listed below; |
● | our Risk business provided online subscription services and pricing reports to a number of oil, petrochemical and other companies, including those listed below; and |
● | our Exhibitions business provided exhibitions-related services to |
2020.
Agricultural Research Education and Extension Organization,2021
Zanjan University of Medical Sciences
2021
2020 | 2019 | |||||||||||||||
(in millions, except percentages) | ||||||||||||||||
Subscriptions | £ | 4,279 | 60 | % | £ | 4,129 | 52 | % | ||||||||
Transactional | 2,784 | 39 | 3,678 | 47 | ||||||||||||
Advertising | 47 | 1 | 67 | 1 | ||||||||||||
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Total | £ | 7,110 | 100 | % | £ | 7,874 | 100 | % | ||||||||
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2021 | 2020 | |||||||||||||||
(in millions, except percentages) | ||||||||||||||||
Subscriptions | £ | 4,214 | 58 | % | £ | 4,279 | 60 | % | ||||||||
Transactional | 3,030 | 42 | 2,831 | 40 | ||||||||||||
Total | £ | 7,244 | 100 | % | £ | 7,110 | 100 | % | ||||||||
2020 | 2019 | |||||||||||||||
(in millions, except percentages) | ||||||||||||||||
Electronic | £ | 6,179 | 87 | % | £ | 5,929 | 75 | % | ||||||||
Face-to-face | 345 | 5 | 1,260 | 16 | ||||||||||||
586 | 8 | 685 | 9 | |||||||||||||
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Total | £ | 7,110 | 100 | % | £ | 7,874 | 100 | % | ||||||||
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2021 | 2020 | |||||||||||||||
(in millions, except percentages) | ||||||||||||||||
Electronic | £ | 6,230 | 86 | % | £ | 6,179 | 87 | % | ||||||||
Face-to-face | 500 | 7 | 345 | 5 | ||||||||||||
Print | 514 | 7 | 586 | 8 | ||||||||||||
Total | £ | 7,244 | 100 | % | £ | 7,110 | 100 | % | ||||||||
2020 | 2019 | |||||||||||||||
(in millions, except percentages) | ||||||||||||||||
North America | £ | 4,307 | 61 | % | £ | 4,391 | 56 | % | ||||||||
Europe | 1,369 | 19 | 1,800 | 23 | ||||||||||||
Rest of world | 1,434 | 20 | 1,683 | 21 | ||||||||||||
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Total | £ | 7,110 | 100 | % | £ | 7,874 | 100 | % | ||||||||
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2021 | 2020 | |||||||||||||||
(in millions, except percentages) | ||||||||||||||||
North America | £ | 4,321 | 60 | % | £ | 4,307 | 61 | % | ||||||||
Europe | 1,472 | 20 | 1,369 | 19 | ||||||||||||
Rest of world | 1,451 | 20 | 1,434 | 20 | ||||||||||||
Total | £ | 7,244 | 100 | % | £ | 7,110 | 100 | % | ||||||||
13.
Revenue for the year ended December 31 | ||||||||||||||||
2020 | 2019 | % change | ||||||||||||||
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(in millions, except percentages) | ||||||||||||||||
Scientific, Technical & Medical | £ | 2,692 | £ | 2,637 | +2 | % | +1 | % | ||||||||
Risk | 2,417 | 2,316 | +4 | % | +5 | % | ||||||||||
Legal | 1,639 | 1,652 | (1 | )% | — | |||||||||||
Exhibitions | 362 | 1,269 | (71 | )% | (72 | )% | ||||||||||
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Total | £ | 7,110 | £ | 7,874 | (10 | )% | (10 | )% | ||||||||
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Reported operating profit for the year ended December 31 | ||||||||||||
2020 | 2019 | % change | ||||||||||
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(in millions, except percentages) | ||||||||||||
Reported operating profit | £ | 1,525 | £ | 2,101 | (27 | )% | ||||||
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Adjusted operating profit for the year ended December 31 | ||||||||||||||||
2020 | 2019 | % change | ||||||||||||||
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(in millions, except percentages) | ||||||||||||||||
Scientific, Technical & Medical | £ | 1,021 | £ | 982 | +4 | % | — | |||||||||
Risk | 894 | 853 | +5 | % | +5 | % | ||||||||||
Legal | 330 | 330 | — | +1 | % | |||||||||||
Exhibitions | (164 | ) | 331 | (150 | )% | (150 | )% | |||||||||
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Subtotal | £ | 2,081 | £ | 2,496 | ||||||||||||
Unallocated items | (5 | ) | (5 | ) | ||||||||||||
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Total | £ | 2,076 | £ | 2,491 | (17 | )% | (18 | )% | ||||||||
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Revenue for the year ended December 31 | ||||||||||||||||
2021 | 2020 | % change | ||||||||||||||
actual rates | constant rates (1) | |||||||||||||||
(in millions, except percentages) | ||||||||||||||||
Risk | £ | 2,474 | £ | 2,417 | +2 | % | +9 | % | ||||||||
Scientific, Technical & Medical | 2,649 | 2,692 | (2 | )% | +4 | % | ||||||||||
Legal | 1,587 | 1,639 | (3 | )% | +2 | % | ||||||||||
Exhibitions | 534 | 362 | +48 | % | +55 | % | ||||||||||
Total | £ | 7,244 | £ | 7,110 | +2 | % | +8 | % | ||||||||
Reported operating profit for the year ended December 31 | ||||||||||||
2021 | 2020 | % change | ||||||||||
actual rates | ||||||||||||
(in millions, except percentages) | ||||||||||||
Reported operating profit | £ | 1,884 | £ | 1,525 | +24 | % | ||||||
Adjusted operating profit for the year ended December 31 | ||||||||||||||||
2021 | 2020 | % change | ||||||||||||||
actual rates | constant rates (1) | |||||||||||||||
(in millions, except percentages) | ||||||||||||||||
Risk | £ | 915 | £ | 894 | +2 | % | +10 | % | ||||||||
Scientific, Technical & Medical | 1,001 | 1,021 | (2 | )% | +3 | % | ||||||||||
Legal | 326 | 330 | (1 | )% | +4 | % | ||||||||||
Exhibitions (2) | 10 | (164 | ) | nm | nm | |||||||||||
Subtotal | £ | 2,252 | £ | 2,081 | ||||||||||||
Unallocated items (3) | (42 | ) | (5 | ) | ||||||||||||
Total | £ | 2,210 | £ | 2,076 | +6 | % | +13 | % | ||||||||
(1) | Represents percentage change in |
(2) The change in adjusted operating profit growth for Exhibitions is not meaningful (nm) (3)
exceptional costs in the Exhibitions business in 2020. This provides our investors with a clear basis for assessing our ability to raise debt and invest in new business opportunities.
page
2020 | 2019 | |||||||
(in millions) | ||||||||
Reported operating profit | £ | 1,525 | £ | 2,101 | ||||
Adjustments: | ||||||||
Amortisation of acquired intangible assets | 376 | 295 | ||||||
Acquisition-related items | (12 | ) | 84 | |||||
Reclassification of tax in joint ventures | 5 | 12 | ||||||
Reclassification of finance income in joint ventures | (1 | ) | (1 | ) | ||||
Exceptional costs in Exhibitions(1) | 183 | — | ||||||
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Adjusted operating profit | £ | 2,076 | £ | 2,491 | ||||
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2021 | 2020 | |||||||
(in millions) | ||||||||
Reported operating profit | £ | 1,884 | £ | 1,525 | ||||
Adjustments: | ||||||||
Amortisation of acquired intangible assets | 298 | 376 | ||||||
Acquisition-related items | 21 | (12 | ) | |||||
Reclassification of tax in joint ventures | 7 | 5 | ||||||
Reclassification of finance income in joint ventures | — | (1 | ) | |||||
Exceptional costs in Exhibitions (1) | — | 183 | ||||||
Adjusted operating profit | £ | 2,210 | £ | 2,076 | ||||
(1) | In 2020 Exhibitions |
12
Revenue | ||||||||
£m | % change | |||||||
Year to December 31, 2018 | 7,492 | +2 | % | |||||
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Underlying revenue growth(1) | 253 | +4 | % | |||||
Exhibition cycling | (59 | ) | -1 | % | ||||
Acquisitions | 83 | +1 | % | |||||
Disposals | (117 | ) | -2 | % | ||||
Currency effects | 222 | +3 | % | |||||
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Year to December 31, 2019 | 7,874 | +5 | % | |||||
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Underlying revenue growth(1) | (670 | ) | -9 | % | ||||
Exhibition cycling | (130 | ) | -2 | % | ||||
Acquisitions | 80 | +1 | % | |||||
Disposals | (73 | ) | 0 | % | ||||
Currency effects | 29 | 0 | % | |||||
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Year to December 31, 2020 | 7,110 | -10 | % | |||||
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Revenue | ||||||||
£m | % change | |||||||
Year to December 31, 2019 | 7,874 | +5 | % | |||||
Underlying revenue growth (1) | (670 | ) | -9 | % | ||||
Exhibition cycling | (130 | ) | -2 | % | ||||
Acquisitions | 80 | +1 | % | |||||
Disposals | (73 | ) | 0 | % | ||||
Currency effects | 29 | 0 | % | |||||
Year to December 31, 2020 | 7,110 | -10 | % | |||||
Underlying revenue growth (1) | 481 | +7 | % | |||||
Exhibition cycling | 48 | +1 | % | |||||
Acquisitions | 47 | +1 | % | |||||
Disposals | (28 | ) | -1 | % | ||||
Currency effects | (414 | ) | -6 | % | ||||
Year to December 31, 2021 | 7,244 | +2 | % | |||||
(1) |
Represents the year-on-year |
Adjusted operating profit | ||||||||
£m | % change | |||||||
Year to December 31, 2018 | 2,346 | +3 | % | |||||
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Underlying adjusted operating profit growth(1) | 101 | +5 | % | |||||
Acquisitions | 16 | 0 | % | |||||
Disposals | (48 | ) | -2 | % | ||||
Currency effects | 76 | +3 | % | |||||
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Year to December 31, 2019 | 2,491 | +6 | % | |||||
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Underlying adjusted operating profit growth(1) | (433 | ) | -18 | % | ||||
Acquisitions | 4 | 0 | % | |||||
Disposals | (26 | ) | 0 | % | ||||
Currency effects | 40 | +1 | % | |||||
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Year to December 31, 2020 | 2,076 | -17 | % | |||||
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Adjusted operating profit | ||||||||
£m | % change | |||||||
Year to December 31, 2019 | 2,491 | +6 | % | |||||
Underlying adjusted operating profit growth (1) | (433 | ) | -18 | % | ||||
Acquisitions | 4 | 0 | % | |||||
Disposals | (26 | ) | 0 | % | ||||
Currency effects | 40 | +1 | % | |||||
Year to December 31, 2020 | 2,076 | -17 | % | |||||
Underlying adjusted operating profit growth (1) | 269 | +13 | % | |||||
Acquisitions | 11 | +1 | % | |||||
Disposals | (8 | ) | -1 | % | ||||
Currency effects | (138 | ) | -7 | % | ||||
Year to December 31, 2021 | 2,210 | +6 | % | |||||
(1) |
Represents the year-on-year |
2021
2020
reflecting good growth in electronic and
.
respectively.
Reported net gain on disposals and other non-operating items was £130 million (2019: £51 million) arising in 2020 largely from the revaluation and disposal of venture capital investments. These gains are partly offset by an associated tax charge of £3 million (2019: £11 million).
, mainly relating to disposal and revaluation gains in the ventures portfolio.
The 2021 charge includes the benefit of a tax credit arising on the substantial resolution of certain prior year tax matters. The 2020 charge includes the benefit of temporary relaxation of interest deductibility restrictions in the United States. An increase in the UK corporation tax rate to 25% (from April 2023) was enacted in the first half of 2021 requiring a revaluation of deferred tax balances but the impact on the tax charge in the income statement was not material.
Revenue Adjusted operating profitScientific, Technical & Medical: 2020 2020
£m 2019
£m Underlying
growth Portfolio
changes Currency
effects Total
growth 2,692 2,637 +1 % 0 % +1 % +2 % 1,021 982 +1 % -1 % +4 % +4 % Continued modest
2021 £m | 2020 £m | Underlying growth | Portfolio changes | Currency effects | Total growth | |||||||||||||||||||
Revenue | 2,474 | 2,417 | +9 | % | 0 | % | -7 | % | +2 | % | ||||||||||||||
Adjusted operating profit | 915 | 894 | +10 | % | 0 | % | -8 | % | +2 | % |
growth.
Electronic revenue saw good underlying growth of +3%, in line with the prior year. Print revenue, which was impacted by Covid-19 related distribution issues in the first half of the year, declined at around twice the rate of recent years.
Adjusted operating profit growth of +4% benefited from currency movements, including changes in hedge rates, which also drove the increase in margin.
growth, offset by currency effects to leave adjusted operating margin unchanged.
In databases & tools and electronic reference, representing over a thirdrepresents just under 40% of divisional revenue, we continued to drive good growth through content development and enhanced machine learning and natural language processing based functionality, as well as an acceleration in migration to digital reference products. We have seen strong new sales in corporate life sciences, continued strong growth in the research management and health education segments, and an acceleration in growth in many of our clinical solutions. Our electronic healthcare education offering was further strengthened by the acquisition of Shadow Health, a provider of web-based simulation and clinical learning environments for nursing and healthcare students. Other recent acquisitions, including 3D4Medical in healthcare and SciBite in life sciences are performing well.
Print books, representing less than ten percent of divisional revenue, saw a significantly steeper decline than in recent years, primarily due to distribution disruption related to Covid-19. Print pharma promotion revenue also declined more steeply than in recent years.
In early 2020, Elsevier mobilised all of its research content, data analytics expertise, and clinical insights in support of the global response to the Covid-19 pandemic, providing researchers and healthcare professionals with free access to scientific and practical content, including over 50,000 articles downloaded over 200 million times to date.
Risk: 2020 financial performance
2020 £m | 2019 £m | Underlying growth | Portfolio changes | Currency effects | Total growth | |||||||||||||||||||
Revenue | 2,417 | 2,316 | +3 | % | +2 | % | -1 | % | +4 | % | ||||||||||||||
Adjusted operating profit | 894 | 853 | +4 | % | +1 | % | 0 | % | +5 | % |
Strong fundamentals driving good underlying revenue growth in 2020 despite Covid-19 related disruption to some customer markets.
Reported revenue growth was +4%. Underlying revenue growth was +3%. Revenue from acquisitions added two percentage points of growth, to give total growth at constant currencies of 5%.
Transactional revenue, which represents around 60% of the divisional total, has continued to see improved growth rates in both Business Services and Insurance after a slowdown in March and April. Subscription revenue, which represents around 40% of the divisional total, remained resilient overall, albeit with some delays in new business closes and customer product implementations, and with end customer markets showing varying dynamics through the year. Outside the US, revenue continued to grow well.
Profit contribution from acquisitions took total growth in adjusted operating profit to +5%, at both constant and reported currency rates. Underlying adjusted operating profit growth of +4% was ahead of underlying revenue growth.
In Business Services, further development of analytics that help our customers to detect and prevent fraud and to manage risk continued to drive growth. Whilst recovery has been gradual in some areas such as credit risk, transactional revenue has already returned to double digit growth in several segments including fraud prevention. Digital identity solutions such as ThreatMetrix continued to perform strongly throughout the Covid-19 pandemic, and were complemented by the first quarter acquisition of Emailage, a provider of email-based fraud prevention solutions.
In Insurance, we continued to drive growth through thedata sets,datasets, and by further expansion in adjacent verticals. Transactional volumes have continued to improve since the lows seen in March and April, with second half US shopping trends in line with recent years. Driving activitypatterns and claims volumes alsoactivity continued to recover but remained slightly below pre-Covid-19 levels attowards historical trends. US auto shopping activity fluctuated through the endperiod as a number of 2020.
factors that influence the US auto and insurance markets varied more than usual during the year. New business sales grew strongly.
overall.
Legal: 2020decision tools.
2020 £m | 2019 £m | Underlying growth | Portfolio changes | Currency effects | Total growth | |||||||||||||||||||
Revenue | 1,639 | 1,652 | +1 | % | -1 | % | -1 | % | -1 | % | ||||||||||||||
Adjusted operating profit | 330 | 330 | +7 | % | -6 | % | -1 | % | 0 | % |
Continued modest
2021 £m | 2020 £m | Underlying growth | Portfolio changes | Currency effects | Total growth | |||||||||||||||||||
Revenue | 2,649 | 2,692 | +3 | % | +1 | % | -6 | % | -2 | % | ||||||||||||||
Adjusted operating profit | 1,001 | 1,021 | +3 | % | 0 | % | -5 | % | -2 | % |
driven by further development of datasets and analytics.
Good+3%, driven by continued good growth in legal analytics drove electronic revenue, which represents around 88% of divisional revenue. Print revenue declines moderated after the prior year’s unusually steep declines.
2021 £m | 2020 £m | Underlying growth | Portfolio changes | Currency effects | Total growth | |||||||||||||||||||
Revenue | 1,587 | 1,639 | +3 | % | -1 | % | -5 | % | -3 | % | ||||||||||||||
Adjusted operating profit | 326 | 330 | +5 | % | -1 | % | -5 | % | -1 | % |
Portfolio effects reduced total growth in adjusted operating profit to +1% at constant currencies, and to 0% at reported currency rates,line with margin improvement moderated by dilution from recent acquisitions and disposals. historical trends.
The continuedthe release of broader data setsdatasets and application of machine learning and natural language processing technologies, and introduced further enhancedenhancements in the functionality of our integrated research products and market leading analytics. The integrated functionality offered by the newly launched Lexis+ has beencontinues to perform well, received inwith increasing adoption from customers across all segments of the market.
The legal services market appeared to see
2021 £m | 2020 £m | Underlying growth | Portfolio changes | Currency effects | Total growth | |||||||||||||||||||
Revenue (1) | 534 | 362 | +44 | % | +11 | % | -7 | % | +48 | % | ||||||||||||||
Adjusted operating profit (loss) (2) | 10 | (164 | ) | nm | nm | nm | nm |
(1) | Portfolio changes includes cycling effects of +12% |
(2) | The change in adjusted operating profit underlying growth, portfolio changes, currency effects and total growth are not meaningful (nm) |
Exhibitions: 2020 financial performance
2020 £m | 2019 £m | Underlying growth | Portfolio changes | Currency effects | Total growth | |||||||||||||||||||
Revenue | 362 | 1,269 | -69 | % | -1 | % | +1 | % | -71 | % | ||||||||||||||
Adjusted operating profit (loss) | (164 | ) | 331 | -149 | % | -1 | % | 0 | % | -150 | % |
Face-to-face events significantly impacted by Covid-19 in 2020.
Our schedule of physical events for 2020 was significantly impacted by Covid-19 related restrictions. The business had a good start to the year, but exhibition venues globally were closed by mid-March. Since then, no significant face-to-face events have taken place outside Asia. We have been ableacross geographies. The difference between underlying and constant currency growth also reflects the resumption of cycling events.
Whilst the disruptionWe continued to our customers caused by Covid-19 has been significant, we have accelerated our rate of innovation and experimentation. The 169 physical events that took place in 2020 were supportedmake good progress on digital initiatives, with remote participation by
both exhibitors and attendees, and incorporated a range of new digital initiatives. In addition, we hosted nearly 400 webinartools supporting our physical events, attracting almost 100,000 attendees, as well asand digital revenues growing strongly.
As a result of the curtailment of the physical event programme, revenue for the year was 71% below that of 2019. The gross profit from the events that were held was not sufficient to cover the overheads of the business and, as a result, anpositive adjusted operating loss was incurred. The adjusted operating loss excludes exceptional costs of £183 million, including £61 million of costs relating to events that were cancelled,result reflects the increased activity levels and £82 million of one-off restructuring costs.
Action has been taken to reduce thea lower cost structure of the business. We have reduced indirect costs by around a quarter versus 2019, creating a leaner, more agile organisation able to drive increased value to our customers through innovation and extension of digital tools and initiatives, and well prepared to hold physical events as venues become available in different locations around the world.
We are managing our 2021 event schedule flexibly, with the majority of events outside of Japan and China currently scheduled for the second half of the year. All events remain subject to the risk of postponement or cancellation, primarily depending on local government policies on events and travel. Events that do take place are likely to experience some revenue attrition.
structure.
2020.
, which was lower than the reported current tax charge, reflecting timing of tax payments.
products.
Share repurchases
Borrowings
As at December 31 | 2020 | 2019 | ||||||
£m | £m | |||||||
Cash & cash equivalents | 88 | 138 | ||||||
Borrowings | (7,123 | ) | (6,414 | ) | ||||
Related derivative financial instruments | 119 | 52 | ||||||
Net finance lease receivable | 18 | 33 | ||||||
|
|
|
| |||||
Net borrowings | (6,898 | ) | (6,191 | ) | ||||
|
|
|
|
As at December 31 | 2021 | 2020 | ||||||
£m | £m | |||||||
Cash & cash equivalents | 113 | 88 | ||||||
Debt | (6,167 | ) | (7,123 | ) | ||||
Related derivative financial instruments | 35 | 119 | ||||||
Net finance lease receivable | 2 | 18 | ||||||
Net debt | (6,017 | ) | (6,898 | ) | ||||
The Group believes that it has ample liquidity and access to debt capital markets, providing the ability to repay or refinance borrowingsdebt as they matureit matures and to fund ongoing requirements. In addition, the Group has access to committed bank facilities aggregating $3.6$3.0 billion with various maturities through to 2024 and over $2.9 billion of these facilities maturing in 2023 or 2024. At December 31, 20202021 these facilities were undrawn.
Total | Less than 1 year | 1-3 years | 3-5 years | After 5 years | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Short-term borrowings(1)(2) | £ | 860 | £ | 860 | £ | — | £ | — | £ | — | ||||||||||
Long-term borrowings(2) | 7,114 | 126 | 1,023 | 1,968 | 3,997 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total | £ | 7,974 | £ | 986 | £ | 1,023 | £ | 1,968 | £ | 3,997 | ||||||||||
|
|
|
|
|
|
|
|
|
|
Total | Less than 1 year | 1-3 years | 3-5 years | After 5 years | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Short-term debt (1)(2) | £ | 240 | £ | 240 | — | — | — | |||||||||||||
Long-term debt (2) | 6,674 | 122 | 1,953 | 1,442 | 3,157 | |||||||||||||||
Total | £ | 6,914 | £ | 362 | £ | 1,953 | £ | 1,442 | £ | 3,157 | ||||||||||
(1) | Short-term debt primarily comprises term debt issues maturing within one year and commercial paper, and is supported by committed bank facilities aggregating |
(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). |
Net debt excluding pensions is the same as net borrowings and is shown on page 24.
February 2021.
Short-term borrowings as at December 31, | 2020 (in millions) | 2020 Weighted average interest rate % | 2019 (in millions) | 2019 Weighted average interest rate % | ||||||||||||
Commercial paper | £ | 226 | 0.4 | £ | 683 | 0.7 | ||||||||||
Short-term loans and overdrafts | 81 | 3.5 | 96 | 3.0 | ||||||||||||
Term debt | 448 | 0.3 | 1,188 | 2.2 | ||||||||||||
|
|
|
| |||||||||||||
Total short-term borrowings | £ | 755 | £ | 1,967 | ||||||||||||
|
|
|
|
Average short-term borrowings during the year ended December 31, | 2020 (in millions) | 2020 Weighted average interest rate % | 2019 (in millions) | 2019 Weighted average interest rate % | ||||||||||||
Commercial paper | £ | 629 | 0.2 | £ | 836 | 0.4 | ||||||||||
Short-term loans and overdrafts | 65 | 5.3 | 58 | 4.4 | ||||||||||||
Term debt | £ | 697 | -0.2 | £ | 320 | 1.8 |
Maximum month end short-term borrowings | 2020 (in millions) | 2019 (in millions) | ||||||
Commercial paper | £ | 1,696 | £ | 1,296 | ||||
Short-term loans and overdrafts | 81 | 110 | ||||||
Term debt | £ | 955 | £ | 1,188 |
Short-term debt as at December 31, | 2021 (in millions) | 2021 Weighted average interest rate% | 2020 (in millions) | 2020 Weighted average interest rate% | ||||||||||||
Commercial paper | £ | 33 | 0.2 | £ | 226 | 0.4 | ||||||||||
Short-term loans and overdrafts | 98 | 2.5 | 81 | 3.5 | ||||||||||||
Term debt | 32 | 8.9 | 448 | 0.3 | ||||||||||||
Total short-term debt | £ | 163 | £ | 755 | ||||||||||||
Average short-term debt during the year ended December 31, | 2021 (in millions) | 2021 Weighted average interest rate% | 2020 (in millions) | 2020 Weighted average interest rate% | ||||||||||||
Commercial paper | £ | 181 | 0.1 | £ | 629 | 0.2 | ||||||||||
Short-term loans and overdrafts | 63 | 3.9 | 65 | 5.3 | ||||||||||||
Term debt | £ | 55 | 2.8 | £ | 697 | -0.2 |
Maximum month end short-term debt | 2021 (in millions) | 2020 (in millions) | ||||||
Commercial paper | £ | 459 | £ | 1,696 | ||||
Short-term loans and overdrafts | 104 | 81 | ||||||
Term debt | £ | 443 | £ | 955 |
Trends,
Name (Age) | Function | |
Erik Engstrom | Executive Director and Chief Executive Officer | |
June Felix | Non-Executive Director(1)(4) | |
| Non-Executive Chair(2)(3)(4) | |
Wolfhart Hauser | Non-Executive Director(2)(3)(4)(5) | |
Charlotte Hogg | Non-Executive Director(1)(4) | |
Marike van Lier Lels | Non-Executive Director(3)(4) | |
Nick Luff | Executive Director and Chief Financial Officer | |
Robert MacLeod | Non-Executive Director(2)(3)(4) | |
Linda Sanford | Non-Executive Director(2)(4) | |
Andrew Sukawaty | Non-Executive Director(1)(4) | |
Suzanne Wood | Non-Executive Director(1)(4) |
(1) | Member of the Audit Committee. |
(2) | Member of the Remuneration Committee. |
(3) | Member of the Nominations Committee. |
(4) | Member of the Corporate Governance Committee. |
(5) | Senior Independent Director, as defined by the UK Corporate Governance Code. |
Adrian Hennah2021:
June Felix joinedhaving served on the Board as a Non-Executive Director in October 2020.
Effective March 1, 2021, Paul Walker is expected to succeed Sir Anthony Habgood and become Non-Executive Chair of RELX, at which time Sir Anthony will step down from the Board.
17, 2022 were:
At
asset management company.
in respect of 2020)2021) to those who were executive officers (other than Directors) of RELX during the year ended December 31, 20202021 was £2,024,032,£2,702,858, which included contributions made to the pension plans in respect of such officers of £10,000. In addition to the compensation£6,000.
(i) |
|
(a) |
|
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.
On joining the SAYE Scheme, a
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 forDuring a period of six months afterfollowing the bonus date underend of the relevant Savings Contract.period, the participant can use his/her savings to buy shares at the exercise price. 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 voluntarybonusnormal exercise 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 of any consolidation, subdivision or reduction of its 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 PLC confirming in writing that such adjustment is, in their opinion, fair and reasonable.
(b) |
|
price equal to the share price on Euronext Amsterdam on the last dealing day of the month in which the employee subscribed for the loan (the exercise price). All remaining debenture loans, together with accrued interest up to the payment date, were repaid to bond holders in November 2019. When the loans were repaid, subsisting conversion rights became standalone option rights on substantially the same terms, with no change to the relevant exercise price and
(c) |
|
2021.
(ii) | Executive Equity-Based Plans |
(a) |
|
Vesting percentage of each third of the TSR | TSR ranking within the relevant TSR comparator group | |
0% | below median | |
25% | 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 Annual Report on Form20-F. |
Each comparator group comprises up to 50 companies. The companies for the 2021-23 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 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. | 12.4% | ||
65% | 7% p.a. | 12.8% | ||
75% | 8% p.a. | 13.2% | ||
85% | 9% p.a. | 13.6% | ||
92.5% | 10% p.a. | 14.0% | ||
100% | 11% p.a. or above | 14.4% or above |
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 11.0% | ||
25% | 5% p.a. | 11.0% | ||
50% | 6% p.a. | 11.5% | ||
65% | 7% p.a. | 12.0% | ||
75% | 8% p.a. | 12.5% | ||
85% | 9% p.a. | 13.0% | ||
92.5% | 10% p.a. | 13.5% | ||
100% | 11% p.a. or above | 14.0% or above |
* | Vesting is on a straight-line basis for performance between the stated average adjusted EPS growth/ROIC percentages. |
(b) |
|
(c) |
|
Number of outstanding options | Options over shares | Option price range | ||||||||
UK SAYE Scheme | RELX PLC | £ | ||||||||
Netherlands Convertible Debenture Stock Scheme | RELX PLC | € | ||||||||
ESOS | RELX PLC | £ | ||||||||
RELX PLC | € |
Number of outstanding awards | Awards over shares in | |||||||
LTIP | RELX PLC | |||||||
RSP | RELX PLC |
20202021 in the issued share capital of RELX PLC at the beginning and end of the year are shown under the heading ‘Statement of Directors’ shareholdings and other share interests’ on page 101108 of the RELX Annual Report and Financial Statements 20202021 and incorporated herein by reference to Exhibit 15.2.17, 202116, 2022 were: 1,029,5031,172,929* 276,898279,235
* | Comprises ordinary shares and ADRs. |
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) | 548,337 | 93,970 | 99,186 | 257,814 |
9, 2022:
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) | 551,110 | 47,693 | 49,387 | 322,856 |
2024.
— | Audit — currently comprising four independent Non-Executive Directors; |
— | Corporate Governance — currently comprising all Non-Executive Directors; |
— | Nominations — currently comprising four Non-Executive Directors including the Chair of the Board; and |
— | Remuneration — currently comprised of four Non-Executive Directors including the Chair 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 and the Chair, and approving the remuneration for senior executives below Board level. |
20.
Identity of Person or Group (2) | Number of Shares | % of Class | ||||||
BlackRock, Inc | 155,091,407 | 7.84 | ||||||
Invesco Limited | 52,329,893 | 4.99 |
(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 ordinary share capital are required to notify RELX PLC, and the UK Financial Conduct Authority of their interest. Shares held in treasury, which do not carry voting rights, are disclosed in “Item 10: Additional Information”. |
(2) | Under the UK Large and Medium-sized Companies and Groups (Financial Statements and Reports) Regulations 2008, RELX PLC is required to disclose information it is 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. |
— | London Stock Exchange — ‘REL’ |
— | Euronext Amsterdam — ‘REN’ |
— | New York Stock Exchange — ‘RELX’ |
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 fully pre-emptive rights issue; |
2. |
|
3. | Consolidate and divide all or part of the share capital into shares of a larger nominal value than the existing shares. |
1. | Disapply shareholders pre-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. |
1.
2. | is in respect of only one class of shares; and |
3. | is in favour of not more than four transferees. |
1. | during the period of 12 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. |
1.
2. | Where after one such occasion reasonable enquiries have failed to establish an updated address. |
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. |
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. |
membersmember’s registered address and have been returned undelivered the member shall not be entitled to receive any subsequent notice. 1.
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. |
Financial Instrument | Fair Value December 31, 2020 | Fair Value Change | Fair Value December 31, 2019 | Fair Value Change | ||||||||||||||||||||
+100 basis points | -100 basis points | +100 basis points | -100 basis points | |||||||||||||||||||||
(In millions) | (In millions) | |||||||||||||||||||||||
Short-term borrowings | £ | (307 | ) | £ | — | £ | — | £ | (779 | ) | £ | — | £ | — | ||||||||||
Long-term borrowings (including current portion) | (7,316 | ) | 381 | (416 | ) | (5,959 | ) | 255 | (276 | ) | ||||||||||||||
Interest rate swaps (swapping fixed rate to floating) | 115 | (56 | ) | 59 | 45 | (75 | ) | 79 | ||||||||||||||||
Interest rate swaps (swapping floating rate to fixed) | (3 | ) | 0 | (1 | ) | (1 | ) | 1 | (1 | ) |
Financial Instrument | Fair Value December 31, 2021 | Fair Value Change | Fair Value December 31, 2020 | Fair Value Change | ||||||||||||||||||||
+100 basis points | -100 basis points | +100 basis points | -100 basis points | |||||||||||||||||||||
(In millions) | (In millions) | |||||||||||||||||||||||
Short-term debt | $ | (131 | ) | £ | — | £ | — | £ | (307 | ) | £ | — | £ | — | ||||||||||
Long-term debt (including current portion) | (6,346 | ) | 293 | (318 | ) | (7,316 | ) | 381 | (416 | ) | ||||||||||||||
Interest rate swaps (swapping fixed rate to floating) | 30 | (78 | ) | 83 | 115 | (56 | ) | 59 | ||||||||||||||||
Interest rate swaps (swapping floating rate to fixed) | (2 | ) | — | — | (3 | ) | — | (1 | ) |
Financial Instrument | Fair Value December 31, 2020 | Fair Value Change | Fair Value December 31, 2019 | Fair Value Change | ||||||||||||||||||||
+10% | -10% | +10% | -10% | |||||||||||||||||||||
(In millions) | (In millions) | |||||||||||||||||||||||
Cash and cash equivalents | £ | 88 | £ | 8 | £ | (8 | ) | £ | 138 | £ | 14 | £ | (14 | ) | ||||||||||
Short-term borrowings | (307 | ) | (30 | ) | 30 | (779 | ) | (78 | ) | 78 | ||||||||||||||
Long-term borrowings (including current portion) | (7,317 | ) | (726 | ) | 726 | (5,959 | ) | (589 | ) | 589 | ||||||||||||||
Lease receivables | 18 | 2 | (2 | ) | 33 | 3 | (3 | ) | ||||||||||||||||
Interest rate swaps (including cross currency interest rate swaps) | 112 | 11 | (11 | ) | 44 | 4 | (4 | ) | ||||||||||||||||
Forward foreign exchange contracts | 33 | (103 | ) | 103 | 3 | 9 | (9 | ) |
Financial Instrument | Fair Value December 31, 2021 | Fair Value Change | Fair Value December 31, 2020 | Fair Value Change | ||||||||||||||||||||
+10% | -10% | +10% | -10% | |||||||||||||||||||||
(In millions) | (In millions) | |||||||||||||||||||||||
Cash and cash equivalents | $ | 113 | $ | 10 | $ | (10 | ) | £ | 88 | £ | 8 | £ | (8 | ) | ||||||||||
Short-term debt | (131 | ) | (13 | ) | 13 | (307 | ) | (30 | ) | 30 | ||||||||||||||
Long-term debt (including current portion) | (6,346 | ) | (629 | ) | 629 | (7,317 | ) | (726 | ) | 726 | ||||||||||||||
Lease receivables | 2 | — | — | 18 | 2 | (2 | ) | |||||||||||||||||
Interest rate swaps (including cross currency interest rate swaps) | 28 | 3 | (3 | ) | 112 | 11 | (11 | ) | ||||||||||||||||
Forward foreign exchange contracts | 41 | (154 | ) | 154 | 33 | (103 | ) | 103 |
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 |
2021.
The terms “Group” or “RELX” 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, such terms refer collectively to RELX PLC, RELX NV, RELX Group plc and its subsidiaries, associates and joint ventures.
/s/ Ernst & Young LLP London, United Kingdom February |
41
(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. |
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 2020(1) | 3,695,000 | 1,983p | 3,965,000 | £ | 21 million | |||||||||||
February 2020(2)(3) | 3,370,125 | 2,042p | 1,543,453 | £ | 289 million | |||||||||||
March 2020 | 1,405,000 | 1,668p | 1,405,000 | £ | 266 million | |||||||||||
April 2020(4) | 907,199 | 1,765p | 907,199 | £ | 250 million | |||||||||||
May 2020 | — | — | — | £ | 250 million | |||||||||||
June 2020 | — | — | — | £ | 250 million | |||||||||||
July 2020 | — | — | — | £ | 250 million | |||||||||||
August 2020 | — | — | — | £ | 250 million | |||||||||||
September 2020 | — | — | — | £ | 250 million | |||||||||||
October 2020 | — | — | — | £ | 250 million | |||||||||||
November 2020 | — | — | — | £ | 250 million | |||||||||||
December 2020(3) | 23 | 1,622p | — | £ | 250 million | |||||||||||
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9,647,347 | 7,820,652 | |||||||||||||||
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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 2021 | — | — | — | £ | 250 million | |||||||||||
February 2021 (1) | 61,028 | 1,845p | — | £ | 250 million | |||||||||||
March 2021 | — | — | — | £ | 250 million | |||||||||||
April 2021 | — | — | — | £ | 250 million | |||||||||||
May 2021 | — | — | — | £ | 250 million | |||||||||||
June 2021 | — | — | — | £ | 250 million | |||||||||||
July 2021 | — | — | — | £ | 250 million | |||||||||||
August 2021 | — | — | — | £ | 250 million | |||||||||||
September 2021 | — | — | — | £ | 250 million | |||||||||||
October 2021 | — | — | — | £ | 250 million | |||||||||||
November 2021 | — | — | — | £ | 250 million | |||||||||||
December 2021 (1) | 12 | 2,348p | — | £ | 250 million | |||||||||||
61,040 | — | |||||||||||||||
(1) |
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Includes shares purchased to satisfy awards under our equity-based plans as described in “Item 6: Directors, Senior Management and Employees — Share Ownership”. |
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The terms “Group” or “RELX” 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, such terms refer collectively to RELX PLC, RELX NV, RELX Group plc and its subsidiaries, associates and joint ventures.
thereon..
it relates.
Internally developed intangible assets
Description of the Matter
The Group capitalised internally developed intangible assets of £318 million in 2020 and has a net book value of £1,244 million as of December 31, 2020. As described in Note 15 to the consolidated financial statements, the capitalisation of costs related to the development of new products and business infrastructure, together with the determination of economic useful lives assigned to the resulting assets, requires the exercise of significant judgement.
Auditing the capitalization of internally developed intangible assets is inherently judgmental with respect to auditing management’s determination of technical feasibility, intention and ability to complete the intangible asset, ability to use or sell the asset, ability to generate future economic benefits and ability to measure the costs reliably. As a result, these expenditures may be inappropriately capitalised, amortised or valued.
How We Addressed the Matter in Our Audit
Our audit procedures included obtaining an understanding of the processes which support the expenditure and subsequent capitalisation of internally developed intangible assets and evaluating the design, as well as testing, internal controls over the capitalisation of internally generated intangible assets. For example, we tested controls over management’s review and approval of new capital projects and management’s assessment of the capitalisation criteria for costs incurred for the projects.
Additionally, procedures included, among others, (i) assessing the accounting policy and methodology for capitalisation of expenditures; (ii) evaluating the accuracy and valuation of amounts capitalised to assess whether costs are directly attributable and necessary to create, produce, and prepare the asset to be capable of operating in the manner intended by management, which was done by assessing if capitalised costs related to an authorized capital project and met the criteria to be capitalised; and (iii) assessing the useful lives assigned based on related business cases and historical experience which is assessed in the year of capitalisation and in all subsequent years that the assets are in service and are being amortised.
Valuation of identifiable intangible assets for acquisitions
Description of the Matter
As discussed in note 12 of the consolidated financial statements during the year ended 31 December 2020, the Group completed acquisitions of £878 million with the most notable being ID Analytics and Emailage which were acquired for net consideration of $375 million and $480 million, respectively. The transactions were accounted for as business combinations.
Auditing the Group’s acquisition accounting required significant auditor judgement due to the estimation uncertainty in determining the completeness and fair value of the identified intangible assets of the acquired businesses, which primarily consisted of developed technology and customer relationships. The estimation uncertainty was primarily due to the sensitivity of the underlying assumptions which were applied by management and their specialists in the excess-earnings and valuation models to measure the fair value of the identified intangible assets. The significant assumptions used to estimate the value of the identified intangible assets included discount rates, revenue growth rates, terminal growth rates, royalty rates, obsolescence rates, and retention rates.
How We Addressed the Matter in Our Audit
Our procedures included obtaining an understanding of the acquisition accounting processes and evaluating the design of, as well as testing, internal controls over the relevant acquisition accounting process. For example, this included testing the design and operating effectiveness of controls over management’s review of the valuation models and significant assumptions used to develop the estimates of fair value of the identified intangible assets as well as controls over the completeness and accuracy of data used in the valuation models and assumptions.
To test the estimated fair value of acquired intangible assets our audit procedures included, among others, evaluating the Group’s selection of valuation methodology and significant assumptions, evaluating the completeness and accuracy of the underlying data supporting the significant assumptions including the future cash flow assumptions and estimates, and assessing the competence, capabilities, and objectivity of management’s specialists. For example, we compared the significant assumptions used to current industry, market and economic trends, obtained support to evaluate operating data, performed a sensitivity analysis to evaluate the assumptions that were most significant to the estimates and recalculated management’s estimates. We also involved our valuation specialists to assist with our evaluation of the methodology used by the Group and significant assumptions used in determining the fair value estimates. Our valuation specialists performed independent comparative calculations to estimate the discount rate and other key assumptions.
/s/ Ernst & Young LLP We have served as the Group’s auditor since 2016. London, United Kingdom February |
F-3
| US equivalent or brief description |
Accruals | Accrued expenses |
|
Adjusted earnings per share | Adjusted net profit attributable to RELX PLC shareholders divided by the weighted average number of |
Adjusted net profit attributable to RELX PLC shareholders | Net profit attributable to RELX PLC shareholders before amortisation of acquired intangible assets, other deferred tax credits from intangible assets and items treated as exceptional, acquisition-related items, net interest on the net defined benefit obligation, disposals and other non-operating items, |
Adjusted operating margin |
Adjusted operating profit | Operating profit before amortisation of acquired intangible assets, acquisition-related items, and grossed up to exclude the equity share of finance income, finance costs and taxes in joint ventures. In 2020, we also excluded exceptional costs in the Exhibitions business. This is a key financial measure used by management to evaluate performance and allocate resources and is presented in accordance with IFRS 8 — ‘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 |
| Issued share capital |
Capital and reserves | Shareholders’ equity |
Cash flow conversion | The proportion of adjusted operating profits converted into cash |
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 in deferred taxation assets and liabilities related to goodwill and acquired intangible assets, but includes the benefit of tax amortization where available on those items |
EPS | Earnings per ordinary share |
|
Invested capital | non-operating investments and |
Investments | Non-current investments |
Freehold | Ownership with absolute rights in perpetuity |
Interest receivable | Interest income |
Net | Gross |
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 changes/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 are calculated at constant currencies, |
101.1 | The following financial information for RELX formatted in XBRL: (i) Consolidated Income Statement for the years ended December 31, 2021, 2020 |
The total amount of long-term debt securities of the Group authorised under any single instrument does not exceed 10% of the total assets of the Group. The Registrant hereby agrees to furnish to the SEC, upon its request, a copy of any instrument defining the rights of holders of long-term debt of the Group or any of the businesses for which consolidated or unconsolidated financial statements are required to be filed.
* |
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S-4
RELX PLC Registrant |
By: /s/ E ENGSTROM E Engstrom Chief Executive Officer |
By: /s/ N LUFF N Luff Chief Financial Officer |
Dated: February |