As filed with the Securities and Exchange Commission on March 7, 2017February 20, 2020

 

 

 

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, 20162019

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

  

Trading Symbol(s)

Name of exchange on which

registered

RELX PLC:

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

  RELXNew 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

RELX/23  New York Stock Exchange

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

RELX/25  New York Stock Exchange*Exchange

4.000% Guaranteed Notes due 2029

RELX/29New 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.

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, 2016:2019:

 

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

1,019,893,4041,931,782,622

 

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 I1

  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

   2420 

:

 

Short-Term Borrowings

   2622 

Intellectual Property

27
 

Trend Information

   2723 

ITEM 6:

 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES   2824 
 

Directors

   2824 
 

Senior Management

   2824 
 

Compensation

   2924 
 

Share Ownership

   3127 
 

Board Practices

   3431 
 

Employees

   3631 

ITEM 7:

 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS   3732 
 

Major Shareholders

   3732 
 

Related Party Transactions

   3832 

ITEM 8:

 FINANCIAL INFORMATION   3933 

ITEM 9:

 THE OFFER AND LISTING   4034 
 

Trading Markets

   4034 

ITEM 10:

 ADDITIONAL INFORMATION   4235 
 

Articles of Association

   4235 
 

Exchange Controls

   4739 
 

Taxation

   4839 
 

Documents on Display

   5041 

ITEM 11:

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   5142 

ITEM 12:

 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES   5344 


PART II

   Page45 

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   5445 


Page

ITEM 16A:

 AUDIT COMMITTEE FINANCIAL EXPERT   5747 

ITEM 16B:

 CODES OF ETHICS   5747 

ITEM 16C:

 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

   5748 

ITEM 16D:

 

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

   N/A 

ITEM 16E:

 

PURCHASES OF EQUITY SECURITIES BY THE ISSUERSISSUER AND AFFILIATED PURCHASERS

   5849 

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

  49 

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, and owns 52.9%all of the shares of RELX Group plc.Group’s businesses.

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, 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 20162019 appended hereto as Exhibit 15.2. With the exception of the items and pages so specified, the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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 119128 to 167174 of the Group’sRELX Annual ReportsReport and Financial Statements 2016,2019 and incorporated herein by reference to Exhibit 15.2.

RELX PLC and RELX NV are separate,is a publicly-held entities. RELX PLC and RELX NV jointly own RELX Group plc which holds 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.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”) and as adopted by the European Union (“EU”). The selected financial data for the Group (in £) as at December 31, 2016,2019 and 20152018 and for the years ended December 31, 2016, 20152019, 2018 and 20142017 set out below has been extracted or derived from the audited consolidated financial statements, set forth on pages 119128 to 167174 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 and incorporated herein by reference to Exhibit 15.2. The selected financial data for the Group as at December 31, 2014, 20132017, 2016 and 20122015 and for the years ended December 31, 20132016 and 20122015 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 year ended December 31, 2012 has been restatedcorporate simplification on September 8, 2018 is presented on a consolidated basis for the adoption of International Accounting Standard (“IAS”) 19 Employee Benefits (revised), which was adopted in the year ended December 31, 2013.RELX PLC and RELX NV as a single reporting entity.

Consolidated Income Statement Data(1)

 

  For the year ended December 31, 
  For the year ended December 31,     2019       2018       2017(5)       2016(5)       2015   
    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   £7,874   £7,492   £7,341   £6,889   £5,971 

Operating profit(2)

   1,708    1,497    1,402    1,376    1,333    2,101    1,964    1,905    1,708    1,497 

Net finance costs

   (195   (174   (162   (196   (227   (305   (211   (199   (213   (174

Disposals and othernon-operating items(3)

   (40   (11   (11   16    45    51    (33   15    (36   (11

Profit before tax

   1,473    1,312    1,229    1,196    1,151    1,847    1,720    1,721    1,459    1,312 

Tax expense(4)

   (304   (298   (269   (81   (102   (338   (292   (65   (301   (298

Net profit for the year

   1,169    1,014    960    1,115    1,049    1,509    1,428    1,656    1,158    1,014 

Net profit for the year attributable tonon-controlling interests

   (8   (6   (5   (5   (5   (4   (6   (8   (8   (6

Net profit attributable to parent companies’ shareholders

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

Net profit attributable to RELX PLC shareholders

  £1,505   £1,422   £1,648   £1,150   £1,008 

Consolidated Statement of Financial Position Data(1)

 

  As at December 31, 
  As at December 31,   2019   2018   2017(5)   2016(5)   2015 
  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   £13,789   £13,999   £12,632   £13,714   £11,185 

Non-current borrowings

   (3,684   (3,278   (3,149   (2,633   (3,162   (4,354   (4,973   (4,491   (4,087   (3,278

Net assets

   2,358    2,178    2,137    2,423    2,314    2,190    2,359    2,313    2,308    2,178 

Non-controlling interests

   (38   (34   (31   (33   (34   (24   (30   (21   (38   (34

Shareholders’ equity

   2,320    2,144    2,106    2,390    2,280   £2,166   £2,329   £2,292   £2,270   £2,144 

 

(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 the

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 changesIASB. All results relate to the calculation of earnings per share set out below.continuing operations.

 

(2)

Operating profit is stated after charging £346£295 million in respect of amortisation of acquired intangible assets (2015:(2018: £288 million; 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:(2018: £84 million; 2017: £56 million; 2016: £51 million; 2015: £35 million; 2014: £30 million; 2013: £43 million; 2012: £21 million) and a £10; £12 million expense in respect of taxation in joint ventures (2015:(2018: £11 million expense; 2017: £10 million expense; 2016: £10 million expense; 2015: £6 million credit; 2014: £21credit) and includes finance income from joint ventures and associates of £1 million expense; 2013: £12 million expense; 2012: £5 million expense)(2018: £1 million; 2017: £1 million; 2016: £1 million; 2015: nil).

 

(3)

Disposals and othernon-operating items comprise an £27a £26 million lossgain on disposal of businesses and assets held for sale (2015:(2018: £22 million loss; 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:(2018: nil; 2017: nil; 2016: nil; 2015: £11 million; 2014: nil; 2013: nil; 2012: £60 million), and a £13an £25 million lossgain relating to the revaluation of held for trading investments (2015: £8(2018: £11 million gain; 2014: £8 million gain; 2013:loss; 2017: £5 million gain; 2012: £192016: £13 million loss; 2015: £8 million gain).

(4)

Tax expense in 2018 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 adjustment arising from the US Tax Cuts and Jobs Act.

 

(4)(5)Tax expense in

The 2017 and 2016 includes a deferred tax creditresults have been restated for the retrospective adoption of nil (2015: nil; 2014: nil; 2013: £221 million; 2012: nil). In 2013 the credit arose on the alignment of certain business assetsIFRS 9 — ‘Financial instruments’, 15 — ‘Revenue from contracts 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)customers’ and 16 — ‘Leases’. In 2012 the credit related to the resolution of a number of significant tax matters.

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, 
   2019   2018   2017(3)   2016(3)   2015 
   (in millions, except per share amounts) 

Amounts in accordance with IFRS:

          

RELX PLC

          

Earnings per RELX PLC ordinary share

   77.4p    71.9p    81.6p    55.8p    46.4p 

Diluted earnings per RELX PLC ordinary share

   76.9p    71.4p    81.0p    55.3p    46.0p 

Dividends per RELX PLC ordinary share(1)

   43.3p    40.1p    37.4p    32.55p    26.40p 

Weighted average number of shares(2)

   1,943.5    1,977.2    2,019.4    2,062.3    2,108.6 

 

(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 20152018 final dividend of 22.30p29.7p and 20162019 interim dividend of 10.25p13.6p giving a total of 32.55p.43.3p. The directors of RELX PLC have proposed a 20162019 final dividend of 25.70p (2015: 22.30p; 2014: 19.00p; 2013: 17.95p; 2012: 17.00p)32.1p (2018: 29.7p; 2017: 27.7p; 2016: 25.7p; 2015: 22.30p), giving a total ordinary dividend in respect of the financial year of 35.95p (2015: 29.70p 2014: 26.00p; 2013: 24.60p; 2012: 23.00p)45.7p (2018: 42.1p; 2017: 39.4p; 2016: 35.95p; 2015: 29.70p). Translated at the December 31, 20162019 noon buying rate of $1.23$1.33 per £1.00, dividends paid in the year amount to $0.40$0.58 per RELX PLCordinary share and total ordinary dividends in respect of the financial year amount to $0.44$0.61 per RELX PLCordinary 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 and emerging 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, international trading relations, political uncertainties, (including the United Kingdom’s vote to leave the European Union),epidemics, acts of terrorismwar and civil unrest, as well asand levels of government and private funding providedavailable to academic and research institutions.our customers.

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 regulations 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 lawdata privacy laws 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. 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 (‘GDPR’) and the California Consumer Privacy Act (‘CCPA’), as well as evolving regulation in many jurisdictions where RELX operates.

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 acceptancedemand by our customers offor our products and services and the value placed on them. Failure to meet evolving customer needsdeliver enhanced value to our customers 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, national origin 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 US scheme is closed to future accruals. The UK scheme has been closed to new hires since 2010. The members who continue to accrue benefits now represent a small portion of the overallUK-based workforce. 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 reports on Base Erosionis continuing to explore changes to the way in which profits are allocated for tax purposes between jurisdictions and Profit Shifting, which suggest a range of new approaches that national governments might adopt when taxing the activities of multinational enterprises.other reforms. 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, risk & business analytics, legal and exhibitions markets we, our employees and major suppliers are expected to adhere to high standards of independenceintegrity and ethical conduct, including those related to anti-bribery and anti-corruption, sanctions, competition and principled business conduct. A breach of generally accepted ethical business standards or applicable statutes concerning briberylaws 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, 2016,2019, goodwill on the consolidated statement of financial position amounted to £6,392£6,824 million and intangible assets with an indefinite life amounted to £123£114 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. It owns 52.9% of the shares of RELX Group plc.publicly-held entity.

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. The Groupcustomers. RELX serves customers in more than 180 countries and has offices in about 40 countries. It employs approximately 30,000over 33,000 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 professional 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.

Information on revenue by geographical market is set forth in note 2 to our consolidated financial statements under the heading “Revenue and segment analysis” on page 134 to 137 of the RELX Annual Report and Financial Statements 2019 and incorporated herein by reference to Exhibit 15.2.

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

Scientific, Technical & Medical

  £2,320    34 £2,070    35 £2,048    36

Risk & Business Analytics

   1,906    28   1,601    27   1,439    25 

Legal

   1,622    23   1,443    24   1,396    24 

Exhibitions

   1,047    15   857    14   890    15 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

  £6,895    100 £5,971    100 £5,773    100
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

   Revenue Year ended December 31, 
   2019  2018  2017 
   (in millions, except percentages) 

Scientific, Technical & Medical

  £2,637    34 £2,538    34 £2,473    34

Risk & Business Analytics

   2,316    29   2,117    28   2,073    28 

Legal

   1,652    21   1,618    22   1,686    23 

Exhibitions

   1,269    16   1,219    16   1,109    15 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

  £7,874    100 £7,492    100 £7,341    100
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

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 1412 to 1615 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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 2018 to 2321 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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 2824 to 3027 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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 3430 to 3633 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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 is the shares it owns in RELX Group plc, which represent a 47.1% ownership interest in RELX Group plc.

RELX Group plc holds all the 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.

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, 2016 is contained in note 1 to our consolidated financial statements as set forth on page 124 and under the heading ‘Corporate structure’ on page 71 of the Group’s Annual Reports and Financial Statements 2016 and incorporated herein by reference to Exhibit 15.2, including the parent companies’ equal voting interests in RELX Group plc.

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 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, 2016,2019, was £1,011£1,538 million. Cash spent on acquisitions in 20162019 was £367£437 million (2015: £207(2018: £960 million; 2014: £4372017: £141 million) including deferred consideration of £24 million (2015: £25(2018: £16 million; 2014: £342017: £13 million) on past acquisitions and spend on venture capital investments of £6£8 million (2015: £16(2018: £13 million; 2014: £62017: £10 million). Acquisition payments in respect ofnon-controlling interests in 2016 were nil (2015: nil; 2014: £15 million).

Net cash outflowinflow in relation to disposals made in 2016,2019, after timing differences and separation and transaction costs, was £13£48 million (2015: £34 million received; 2014: £53 million received)(2018: £5 million; 2017: £41 million).

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£381 million in 2016 (2015: £3072019 (2018: £365 million; 2014: £2702017: £355 million). The majority of capital expenditure is incurred in the United States, the United Kingdom and the Netherlands. In 2016,2019, there was continued investment in new products and related infrastructure, particularly in Legal and in Scientific, Technical & Medical.infrastructure. 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, 147137, 154 and 149156 respectively of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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 292262 properties around the world.world as at December 31, 2019. The table below identifies the principal owned and leased properties in our property portfolio.portfolio as at December 31, 2019.

 

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

Warehouse246,260

Leased properties

    

New York, New York

  Office   451,800 

Amsterdam, Netherlands

Office215,455

Miamisburg, Ohio

  Office and data centre   213,802 

Sutton, England

  Office   191,960

Amsterdam, Netherlands

Office180,021 

 

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 are subject to or 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 39.33.

Section 219 of the Iran Threat Reduction and SyrianSyria 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 2016,2019,

 

  

our Scientific, Technical & Medical business soldprovided 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 soldprovided 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.Trade.

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, 2019 attributable to these Iran-related activities was approximately £8.2 million.£1.8 million compared to £7.1 million in 2018. 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, 2019 attributable to these activities after internal cost allocations, amounted to 0.12%was 0.02% of our net profit reported in our income statement for the fiscal year ended December 31, 2016.2019 compared to 0.09% for the fiscal year ended December 31, 2018.

Entities that transacted with our Scientific, Technical & Medical Business in 2019

Ahvaz Jondishapour University of Medical Sciences, Aja University of Medical Sciences, Alborz University of Medical Sciences, 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, Bu Ali Sina University, Fasa University of Medical Science, Ferdowsi University of Mashhad, 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, Higher Education Center of Eghlid, Hormozgan University of Medical Sciences, Ilam University of Medical Sciences, Imam Hossein Hospital, Imam Khomeini Hospital, Imam Reza University, Iran University of Medical Sciences, Iran University of Science and Technology, Iranian Research Institute for Information Science and Technology, Isfahan University of Medical Sciences, 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, Orumieh University, Persian Gulf University, 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 Bahonar University of Kerman, Shahid Beheshti University, Shahid Chamran University, Shahid Rajaee Teacher Training University, Shahid Sadoughi University of Medical Sciences and Health Services, Shahrekord University, Shahrekord University of Medical Science, Shahroud University of Medical Sciences, Shariati Hospital, Shiraz University, Shiraz University of Medical Sciences, Tabriz University of Medical Sciences, Tarbiat Modares University, Tehran University of Medical Sciences, University of Isfahan, University of Kashan, 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, 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 2019

Abadan Petrochemical Company, Bakhtar Commercial Company, Bakhtar Petrochemical Company, Esfahan Petrochemical Company, Excell Worldwide DMCC, Fanavaran Petrochemical Company, Ghaed Bassir Petrochemical Company, Iran Chemical Industries Investment Company, Laleh Petrochemical Company, Marun Petrochemical Company, Morvarid Petrochemical Company, National Petrochemical Company, Petro Paak Mashreq Zamin Company, Petrochemical Commercial Company, Polynar Corporation, Shazand Petrochemical Company, Tabriz Petrochemical Company, TOPCO, Yas Banafsh Tehran Trading Company, Zagros Petrochemical Company

ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion does not address certain items in respect of our fiscal year ended December 31, 2017 in reliance on amendments to disclosure requirements adopted by the SEC in 2019. A discussion of our fiscal year ended December 31, 2017 may be found in “Item 5: Operating and Financial Review and Prospects” of our Annual Report on Form20-F for the fiscal year ended December 31, 2018, filed with the SEC on February  28, 2019.

OPERATING RESULTS — THE GROUP

The following discussion is based on the consolidated financial statements of the Group for the threetwo years ended December 31, 2016, 20152019 and 20142018 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 119128 to 167174 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 and incorporated herein by reference to Exhibit 15.2.

The following tables analyse the Group’s revenue in each of the threetwo years ended December 31, 2016, 20152019 and 20142018 by type, format and geographic market. We derive our revenue principally from subscriptions, transactional and advertising sales. Transactional sales includesinclude revenue from exhibitions. For additional information, see note 2 to the consolidated financial statements set forthunder the heading ‘Revenue and segment analysis’ on pages 126134 to 127137 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 and incorporated herein by reference to Exhibit 15.2.

Revenue by type

Year ended December 31,

 

  2019 2018 
  2016 2015 2014   (in millions, except percentages) 
  (in millions, except percentages) 

Subscriptions

  £3,618    52 £3,123    52 £2,966    51  £4,129    52 £3,889    52

Transactional

   3,163    46   2,736    46   2,672    47    3,678    47  3,521    47 

Advertising

   114    2   112    2   135    2    67    1  82    1 
  

 

   

 

  

 

   

 

 
  

 

   

 

  

 

   

 

  

 

   

 

 

Total

  £6,895    100 £5,971    100 £5,773    100  £7,874    100 £7,492    100
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

 

Revenue by format

Year ended December 31,

 

  2019 2018 
  2016 2015 2014   (in millions, except percentages) 
  (in millions, except percentages) 

Electronic

  £4,954    72 £4,179    70 £3,839    66  £5,929    75 £5,513    74

Face to face

   1,066    15   886    15   922    16 

Face-to-face

   1,260    16  1,221    16 

Print

   875    13   906    15   1,012    18    685    9  758    10 
  

 

   

 

  

 

   

 

 
  

 

   

 

  

 

   

 

  

 

   

 

 

Total

  £6,895    100 £5,971    100 £5,773    100  £7,874    100 £7,492    100
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

 

Revenue by geographic market

Year ended December 31,

 

  2019 2018 
  2016 2015 2014   (in millions, except percentages) 
  (in millions, except percentages) 

North America

  £3,778    55 £3,215    54 £2,878    50  £4,391    56 £4,091    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

   1,800    23  1,808    24 

Rest of world

   1,404    20   1,220    20   1,234    21    1,683    21  1,593    21 
  

 

   

 

  

 

   

 

 
  

 

   

 

  

 

   

 

  

 

   

 

 

Total

  £6,895    100 £5,971    100 £5,773    100  £7,874    100 £7,492    100
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

 

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£2,498 million (2015: £1,751 million; 2014: £1,709(2018: £2,350 million).

The following tables show revenue and adjusted operating profit for each of our business segments in each of the threetwo years ended December 31, 2016, 20152019 and 20142018 together with the percentage change in 20162019 and 20152018 at both actual and constant currencies. The effect of currency movements on the 20162019 results is further described separately below (see “— Effect of Currency Translation” on pages 22 to 23)page 18). 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 126134 to 127137 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 and incorporated herein by reference to Exhibit 15.2. Adjusted operating profit represents operating profit before amortisation of acquired intangible assets and acquisition relatedacquisition-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.

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

   Revenue 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

  £2,320   £2,070    +12  +2 £2,048    +1  +2

Risk & Business Analytics

   1,906    1,601    +19  +8  1,439    +11  +6

Legal

   1,622    1,443    +12  +2  1,396    +3  +1

Exhibitions

   1,047    857    +22  +9  890    -4  +1
  

 

 

   

 

 

     

 

 

    

Total

  £6,895   £5,971    +15  +4 £5,773    +3  +2
  

 

 

   

 

 

     

 

 

    

 

  Revenue for the year ended
December 31
 
  Adjusted operating profit for the year ended December 31   2019   2018   % change 
  2016   2015   % change 2014   % change   

 

   

 

   actual
rates
 constant
rates(1)
 
  

 

   

 

   actual
rates
 constant
rates
(1)
 

 

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

Scientific, Technical & Medical

  £853   £760    +12  +2 £762    0  +4  £2,637   £2,538    +4 +1

Risk & Business Analytics

   686    575    +19  +8  506    +14  +7   2,316    2,117    +9 +5

Legal

   311    274    +13  +2  260    +5  +5   1,652    1,618    +2 -1

Exhibitions

   269    217    +24  +9  217    0  +5   1,269    1,219    +4 +2
  

 

   

 

   

 

  

 

  

 

   

 

  

 

   

 

   

 

    

Subtotal

  £2,119   £1,826     £1,745    

Unallocated items

   (5   (4     (6   
  

 

   

 

     

 

    

Total

  £2,114   £1,822    +16  +4 £1,739    +5  +5  £7,874   £7,492    +5 +2
  

 

   

 

     

 

      

 

   

 

    

   Reported operating profit for
the year ended December 31
 
   2019   2018   % change 
   

 

   

 

   actual
rates
 
   (in millions, except percentages) 

Reported operating profit

  £2,101   £1,964    +7
  

 

 

   

 

 

   

   Adjusted operating profit for the year
ended December 31
 
   2019   2018   % change 
   

 

   

 

   actual
rates
  constant
rates(1)
 
   (in millions, except percentages) 

Scientific, Technical & Medical

  £982   £942    +4  +2

Risk & Business Analytics

   853    776    +10  +5

Legal

   330    320    +3  +1

Exhibitions

   331    313    +6  +4
  

 

 

   

 

 

   

 

 

  

 

 

 

Subtotal

  £2,496   £2,351    

Unallocated items

   (5   (5   
  

 

 

   

 

 

    

Total

  £2,491   £2,346    +6  +3
  

 

 

   

 

 

    

 

(1)

Represents percentage change in 20162019 over 20152018 using constant currency. These rates were used in the preparation of the 20152018 consolidated financial statements.

(2)Represents percentage change in 2015 over 2014 using constant currency. These rates were used in the preparation of the 2014 combined financial statements.

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 track 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 2218 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. These measures as well as certain other metrics are defined in the Glossary of Terms on pagesS-1 andS-2.

Underlying revenue growth rates are calculated at constant currencies. They exclude 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. Underlying adjusted operating profit growth rates are calculated at constant currencies. Theycurrencies and exclude operatingthe results from businesses acquiredof acquisitions until twelve months after purchase, disposals and disposed of in both the year and prior year, and operating results from assets held for sale.Adjustedsale. Underlying revenue growth rates also exclude the effects of exhibition cycling.

Adjusted operating profit excludes amortisation of acquired intangible assets, acquisition relatedacquisition-related costs, and is grossed up to exclude the equity share of finance income, finance costs and taxes in joint ventures.

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 beginning on pages S-1 and S-2. pageS-1.

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 141148 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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,that follows, 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:

 

  2019   2018 
  2016   2015   2014 
   (in millions)   (in millions) 

Reported operating profit

  £1,708   £1,497   £1,402   £2,101   £1,964 

Adjustments:

          

Amortisation of acquired intangible assets

   346    296    286    295    288 

Acquisition related costs

   51    35    30 

Acquisition-related costs

   84    84 

Reclassification of tax in joint ventures

   10    (6   21    12    11 

Reclassification of finance income in joint ventures

   (1           (1   (1
  

 

   

 

   

 

   

 

   

 

 

Adjusted operating profit

  £2,114   £1,822   £1,739   £2,491   £2,346 
  

 

   

 

   

 

   

 

   

 

 

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
  

 

   

 

 

Underlying revenue growth(1)

   166    +3

Year to December 31, 2017(1)

   7,341   
  

 

   

 

 

Underlying revenue growth(2)

   273    +4

Exhibition cycling

   (38   -1   53    +1

Acquisitions

   101    +2   114    +1

Disposals

   (95   -2   (125   -2

Currency effects

   64    +1   (164   -2
  

 

   

 

   

 

   

 

 

Year to December 31, 2015

   5,971    +3

Year to December 31, 2018

   7,492    +2
  

 

   

 

   

 

   

 

 

Underlying revenue growth(1)

   227    +4

Underlying revenue growth(2)

   253    +4

Exhibition cycling

   30    0   (59   -1

Acquisitions

   66    +1   83    +1

Disposals

   (60   -1   (117   -2

Currency effects

   661    +11   222    +3
  

 

   

 

   

 

   

 

 

Year to December 31, 2016

   6,895    +15
  

 

   

 

 

Year to December 31, 2019

   7,874    +5
  

 

   

 

 

 

(1)

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

(2)

Underlying revenue growth represents the year over year movement in reported revenue excluding the impact of the adjustments set forth in the table.

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
  

 

   

 

 

Underlying adjusted operating profit growth(1)

   90    +5

Year to December 31, 2017(1)

   2,284   
  

 

   

 

 

Underlying adjusted operating profit growth(2)

   130    +6

Acquisitions

   14    +1   9    0

Disposals

   (14   -1   (50   -2

Currency effects

   (7   0   (27   -1
  

 

   

 

   

 

   

 

 

Year to December 31, 2015

   1,822    +5

Year to December 31, 2018

   2,346    +3
  

 

   

 

   

 

   

 

 

Underlying adjusted operating profit growth(1)

   100    +6

Underlying adjusted operating profit growth(2)

   101    +5

Acquisitions

   7    0   16    0

Disposals

   (33   -2   (48   -2

Currency effects

   218    +12   76    +3
  

 

   

 

   

 

   

 

 

Year to December 31, 2016

   2,114    +16
  

 

   

 

 

Year to December 31, 2019

   2,491    +6
  

 

   

 

 

 

(1)

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

(2)

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.

Results of Operations for the Year Ended December 31, 20162019

Compared to the Year Ended December 31, 20152018

Reported revenue was £6,895£7,874 million (2015: £5,971(2018: £7,492 million), up 15% (2015: 3%5% (2018: 2%). 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: 3%(2018: 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 £5,224were £5,814 million (2015: £4,538(2018: £5,560 million), up 15% (2015: 3%5% (2018: 2%), 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£2,755 million (2015: £2,129(2018: £2,644 million), up 17% (2015: 6%4% (2018: 1%) compared to 2015, slightly higher2018, lower than the overall increase in revenue. Selling and distribution costs were £1,109£1,292 million (2015: £965(2018: £1,191 million), up 15% (2015: 3%8% (2018: 2%) and administration and other expenses were £1,627£1,767 million (2015: 1,444(2018: £1,725 million), up 13% (2015: down 2% (2018: up 3%).

Reported operating profit, which includes amortisation of acquired intangible assets and acquisition relatedacquisition-related costs, was £1,708£2,101 million (2015: £1,497(2018: £1,964 million), an increase of 14% (2015: 7% (2018: 3%).

Adjusted operating profit was £2,114£2,491 million (2015: £1,822(2018: £2,346 million), up 16% (2015: 5%6% (2018: 3%), reflecting the benefit of tight cost controlprocess innovation across the Group and currency exchange movements.Group.

The reported operating margin was 24.8% (2015: 25.1%26.7% (2018: 26.2%). The overall adjusted operating margin of 30.7% (2015: 30.5%)31.6% was 0.2 (2015: 0.4)0.3 percentage points higher than in the prior year. Underlying adjusted operatingOn an underlying basis, including cycling effects, the margin growth improved by 0.40.6 percentage points (2015: 0.9), currency effects increasedpoints. Acquisitions and disposals reduced the margin by 0.3 percentage points (2015: -0.5) and portfoliocurrency effects reducedhad no net impact on the margin by 0.5 percentage points (2015: no impact).margin.

Depreciation and amortisation of internally generated intangible assets increased to £257£307 million (2015: £228(2018: £287 million). Depreciation ofright-of-use assets increased to £82m (2018: £77m).

The amortisation charge in respect of acquired intangible assets, including the share of amortisation in joint ventures, increased to £346£295 million (2015: £296(2018: £288 million), primarily reflecting currency effects andwith the impact of acquisitions partiallylargely offset by certaindisposals and assets becomingwhich have become fully amortised. Acquisition relatedAcquisition-related costs were £51the same as the prior year, at £84 million (2015: £35(2018: £84 million).

Reported net finance costs of £195were £305 million (2015: £174(2018: £211 million) includes the net pension financing charge of £14 million (2015: £21 million), and excludes finance income in joint ventures of £1 million (2015: nil). The increase inreported net finance costs primarily reflects higher net borrowings and currency translation effects.include a charge of £99m in respect of the early redemption of bonds that were due to be repaid in October 2022.

Reported lossgain on disposals and othernon-operating items was £40£51 million (2015: £11 million)(2018: £33 million loss) arising largely from the saledisposal of certain Risk & Business Analytics businessesLegal assets and revaluation of investments held.venture capital investments. These losses weregains are partly offset by an associated tax creditcharge of £34£11 million (2015: £13 million)(2018: £14 million credit).

Reported profit before tax was £1,473£1,847 million (2015: £1,312(2018: £1,720 million).

The reported tax charge was £304£338 million (2015: £298(2018: £292 million). including a credit of £89 million in respect of the substantial resolution of certain historical tax issues.

The reported net profit attributable to the parent companies’RELX PLC shareholders of £1,161£1,505 million (2015: £1,008(2018: £1,422 million) was up 15% (2015: 6%) (2018: 14% down). The adjusted net profit attributable to parent companies’RELX PLC shareholders of £1,488£1,808 million (2015: £1,275m)(2018: £1,674 million) was up 17% (2015: 5%8% (2018: 3%).

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)77.4p (2018: 71.9p). In sterling terms RELX NV’s reported EPS increased by 14%. The difference reflects the impact of the UK tax credit abolition as explained below.

Adjusted earnings per share were up 19%10% at 72.2p (2015: 60.5p) when expressed in sterling and 5% at €0.880 (2015: €0.835) when expressed in Euros.93.0p (2018: 84.7p). At constant currencies,rates of exchange, 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 2018 final dividend of 22.30p and 20162019 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.amounted to £842 million (2018: £796 million).

The final dividendsdividend proposed by the respective Boards are 25.70pBoard is 32.1p per share, for RELX PLC and €0.301 per share for RELX NV, 15% and 5%8% higher respectively compared withthan the final dividend for the prior year final dividends.year. This gives total dividends for the

year of 35.95p (2015: 29.70p) and €0.423 (2015: €0.403)45.7p (2018: 42.1p). 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 dividend announcement dates.

During 2016, 29.22019, a combined total of 33.5 million of RELX PLC and 26.1 million RELX NV shares were repurchased. Total consideration for these repurchases was £700£600 million. A further 1.22.2 million RELX PLC shares and 1.1 million RELX NV shares were purchased by the Employee Benefit Trust. During December 2016, 33.72019, 33.3 million RELX PLC and 30.0 million RELX NV shares held in treasury were cancelled. As at December 31, 2016,2019, total shares in issue, for RELX Group, net of shares held in treasury and shares held by the Employee Benefit Trust, amounted to 2,0431,932 million. A further 3.75.0 million RELX PLC shares and 3.3m million RELX NV shares have been repurchased in 20172020 as at February 22, 2017.12, 2020.

Scientific, Technical & Medical: 20162019 financial performance

 

  2019
£m
   2018
£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   2,637    2,538    +2 -1 +3 +4

Adjusted operating profit

   853    760    +3  -1  +10  +12   982    942    +3 -1 +2 +4

Key business trends remained positive in 2016,2019, with underlying adjusted operating profitrevenue growth slightly exceeding underlyingin line with the prior year.

Reported revenue growth.

growth was +4% which benefitted from the strength of the US dollar versus sterling. 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 reportedconstant currency and underlying growth rates reflects the impact of exchange rate movements and a minor effect from portfolio changes.

Adjusted operating profit growth was +4%. Underlying adjusted operating profit growth broadly matchedwas +3%, slightly ahead of underlying revenue growth.

Electronic revenues saw continued good growth, partially offset by 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.

The number of article submissions to our subscription journals continued to grow strongly. Our open access publishing programme, which now includes over 370 dedicated open access journals, saw its growth rate in articles submitted and published accelerate further as we continue to gain market share.

Databases & tools continued to drive growth across our market segments through content development and enhanced machine learning and natural language processing based functionality.

Print book revenues were down in a market that declined in line with historical trends, and print pharma promotion revenues continued to decline.

In 2019 we made three small acquisitions, including 3D4Medical, a provider of advanced 3D anatomy solutions, and disposed of minor print assets.

Risk & Business Analytics: 2019 financial performance

   2019
£m
   2018
£m
   Underlying
growth
  Portfolio
changes
  Currency
effects
  Total
growth
 

Revenue

   2,316    2,117    +7  -2  +4  +9

Adjusted operating profit

   853    776    +8  -3  +5  +10

Strong underlying revenue growth as we continued to develop new productsin 2019.

Reported revenue growth was +9% which benefitted from the strength of the US dollar versus sterling. Underlying revenue growth was +7%. The difference between constant currency and services. underlying growth reflects the impact of portfolio changes.

Adjusted operating profit growth was +19%+10%. Underlying adjusted operating profit growth of +8% was slightly ahead of underlying revenue growth and in line with the prior year.

The insurance segmentIn Insurance, we continued to see strongdrive growth driventhrough theroll-out of enhanced analytics, the extension of data sets, and by volume growth and strong take up of new products and services across the insurance workflow, and byfurther expansion in adjacent verticals including life and home insurance.verticals. The internationalUS market environment for the year as a whole was less supportive than in the prior year, but improved gradually throughout 2019. International initiatives continued to progress well, with strong growth in the UK, and early stage developments in China and India.well.

In Business Services, further development of analytics that help our customers to detect and prevent fraud and to manage risk continued to drive growth. The US and international market environment was in line with historic trends for the year as a whole after a brief period of variability at the beginning of the year.

In Data Services, organic development of innovative new products and expansion of the range of decision tools drove strong growth was driven by demand for identity authenticationin all key market verticals. In Government, we continued to drive customer value through the introduction of sophisticated analytics.

In 2019 we made two small acquisitions and disposed of minor print assets. Since the year end we have completed the acquisition of ID Analytics, a provider of credit and fraud detectionrisk solutions, across the financial services and corporate sectors.agreed to acquire Emailage, a provider of email based fraud prevention solutions.

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

Legal: 20162019 financial performance

 

  2019
£m
   2018
£m
   Underlying
growth
 Portfolio
changes
 Currency
effects
 Total
growth
 
  2016
£m
   2015
£m
   Underlying
growth
 Acquisitions/
disposals
 Currency
effects
 Total
growth
 

Revenue

   1,622    1,443    +2  0  +10  +12   1,652    1,618    +2 -3 +3 +2

Adjusted operating profit

   311    274    +12  -10  +12  +14   330    320    +8 -7 +2 +3

Underlying revenue growth improved slightly in 2016,2019 was in line with continued efficiency gains driving strong underlying adjusted operating profit growth.the prior year.

Reported revenue growth was +2% which benefitted from the strength of the US dollar versus sterling. Underlying revenue growth was +2%. Reported revenue growth was +12%. The difference between the reportedconstant currency and underlying growth rates reflects the impact of exchange rate movements and minor portfolio changes.

Adjusted operating profit growth was +3%. Underlying adjusted operating profit growth of +8% was +12%. Adjustedahead of underlying revenue growth reflecting continued efficiency gains. The increase in operating profit growth was +13%. margin reflects ongoing process improvements as the platform transition process comes to an end.

The margin increase reflects organic process improvementmarket environment for legal services, and the ongoing decommissioning of systems, largely offset by lower profits from joint ventures and other portfolio effects.

for legal information providers, remained stable. 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 outcompletion of the new platform releasesroll-out has enabled the continued release of broader data sets and further application of machine learning and natural language processing technologies that enhance our research products and market leading analytics.

In 2019 we acquired a majority stake in theKnowable, a US contract analytics business, and international markets continued, and adoption and usage rates progressed well.disposed of a number of small software assets.

Exhibitions: 20162019 financial performance

 

  2019
£m
   2018
£m
   Underlying
growth
 Portfolio
changes
 Currency
effects
 Total
growth
 
  2016
£m
   2015
£m
   Underlying
growth
 Acquisitions/
disposals
 Currency
effects
 Total
growth
 

Revenue

   1,047    857    +5  +1  +13  +22   1,269    1,219    +6 +2 +2 +4

Adjusted operating profit

   269    217    +7  +1  +16  +24   331    313    -1 +5 +2 +6

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, with underlying profit growth slightly exceeding underlying revenue growth.

Underlying revenue growth was +2%. The difference between the reported and underlying growth rates primarily reflects the impact of exchange rate movements. Underlying operating costs grew 1%.

Underlying adjusted operating profit growth of +3% was slightly ahead of revenue growth, driving margin expansion before currency effects. The margin was slightly lower, reflecting the adverse effects of exchange rate movements in the period.

In primary research, strong growth in usage and article submissions 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.

We saw continued good growth in databases & tools, as well as in electronic reference and education products.

Print book declines continued2019, in line with the prior year. Print pharma promotion revenue stabilised during the year.

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% which benefitted from the strength of the US dollar versus sterling. Underlying revenue growth was +7%+6%. The difference between the reportedAfter portfolio changes and underlyingsix percentage points ofcycling-out effects, constant currency growth rates reflects the impact of exchange rate movements and a minor effect from portfolio changes.was +2%.

Adjusted operating profit growth was +6%. Underlying adjusted operating costs grew 7% in line with revenue.

Underlyingprofit declined by-1%, primarily reflectingcycling-out effects. Constant currency adjusted operating profit growth was +7%. The margin expansion reflected underlying improvement together with a benefit from currency effects.

The insurance segment continued to see growth, driven by volume growth 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 rates reflects the impact of exchange rate movements and minor portfolio changes.

Underlying adjusted operating profit growth was +7%+4%, and underlying costs reduced by 1%. Thethe margin increase of 40 basis points reflects organic process improvement, the ongoing decommissioning of systems, partially offset by smallincreased to 26.1% after portfolio effects and currency movements.

Electronic revenues, which now account for 79% of the total, saw continued growth, partially offset by print declines.

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 and international markets continued, and adoption and usage rates progressed well.

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

Exhibitions: 2015 financial performance

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

Revenue

   857    890    +5  +1  -5  -4

Adjusted operating profit

   217    217    +2  +3  -5  0

Exhibitions achieved strong underlying revenue growth in 2015, albeit slightly below the prior year, reflecting the macro economic environment.

Underlying revenue growth was 5%. After portfolio changes and five percentage points of cycling out effects, constant currency revenue growth was 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.

Underlying adjusted operating profit growth was 2%. Margins were higher year on year, as total profit growth was slightly ahead of total revenue growth.

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

China continued to see differentiated growth rates by industry sector. Revenues in Brazil reflected the general weakness of the wider economy. Most other markets continued to grow strongly.integration benefits.

We continued to pursue organic growth opportunities, and launched 44launching 50 new events during the year, and completed 10 small acquisitions, primarilypiloting and rolling out further data analytics initiatives. In addition we acquired Mack Brooks, a leading organiser of over 30 highly complementary events, and we made a number of minor disposals.

In 2019 market conditions were good in highEurope and the US, and remained strong in China. The negative impact of venue constraints associated with the Tokyo Olympics was offset by higher growth geographieselsewhere, supported by our active launch programme.

In 2020 the Tokyo venue constraints could negatively impact the overall divisional revenue growth rate by one or two percentage points, before the new and sectors.expanded permanent venue capacity comes on stream at the end of the year. The extent to which the novel coronavirus (2019-nCov) outbreak will impact our business in China or other regions, remains uncertain.

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 119128 to 167174 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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 150157 to 154162 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 and incorporated herein by reference to Exhibit 15.2.

Currency differences increased the Group’s revenue by £661£222 million in 20162019 compared to 2015. Excluding amortisation of acquired intangible assets of £346 million and acquisition related costs of £51 million, currency differences increased operating profits by £218 million in 2016 compared to 2015.2018. Acquired intangible asset amortisation and acquisition relatedacquisition-related costs are predominantly denominated in US dollars and, after these charges, currency differences increased operating profitsprofit by £181£64 million in 20162019 compared to 2015.2018. The majority of borrowings are denominated in US dollars and euros and, after charging net finance costs, currency differences increased profit before tax by £170£54 million in 20162019 compared to 2015.2018.

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 125133 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 and incorporated herein by reference to Exhibit 15.2.

LIQUIDITY AND CAPITAL RESOURCES — THE GROUP

Cash Flow

Cash flows from operating activities

The Group’s cash generated from operations in 20162019 amounted to £2,236£2,724 million (2015: £1,882 million; 2014: £1,851(2018: £2,555 million). Included in these net cash inflows are cash outflows of £40£63 million (2015: £45 million; 2014: £27(2018: £77 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, 20162019 subscriptions and other revenues received in advance totalled £1,941£2,071 million (2015: £1,639 million; 2014: £1,453(2018: £2,000 million).

Cash flows from investing activities

The Group’s cash outflow on the purchase of property, plant and equipment in 20162019 was £51£47 million (2015: £65 million; 2014: £67(2018: £56 million), while proceeds from the sale of property, plant and equipment amounted to £1£2 million (2015: £1 million; 2014: £10(2018: £4 million). The cash outflow on internally developed intangible assets in 20162019 was £282£333 million (2015: £242 million; 2014: £203(2018: £306 million), reflecting sustained investment in new products and related infrastructure, particularly in the Legal and Scientific, Technical & Medical businesses.infrastructure.

During 2016,2019, the Group paid a total of £361£429 million (2015: £191 million; 2014: £396(2018: £947 million) for acquisitions, including deferred consideration of £24 million (2015: £25 million; 2014: £34(2018: £16 million) on past acquisitions and after taking account of net cash acquired of £10£32 million (2015: £3 million; 2014: £9(2018: £27 million). A further £6£8 million (2015: £16 million; 2014: £6(2018: £13 million) was paid on the purchase of investments during the year. During 2016,2019, the Group paid tax of £402£464 million (2015: £343 million; 2014: £348(2018: £415 million).

Cash flows from financing activities

Share repurchases by the parent companiesRELX PLC in 20162019 were £700£600 million (2015: £500 million; 2014: £600(2018: £700 million), with a further £100 million RELX PLC shares repurchased in 20172020 as at February 22, 2017.12, 2020. On February 23, 2017,13, 2020, RELX PLC and RELX NV announced theirits intention to repurchase further ordinary shares up to the value of £600£300 million in the aggregate over the remainder of 2017.2020. In addition, the Employee Benefit Trust purchased shares totalling £37 million in the parent companies totalling £29 million (2015: £23 million; 2014: £392019 (2018: £43 million). Proceeds from the exercise of share options in 2019 were £23£29 million (2015: £24 million; 2014: £45(2018: £21 million).

During 2016,2019, the Group paid ordinary dividends totalling £683£842 million to the shareholders of RELX PLC (2018: £796 million, including payments to shareholders of RELX NV prior to the parent companies (2015: £583 million; 2014: £565 million)corporate simplification). Dividend payments are funded by the operating cash flow of the business after capital spend.

Debt

Borrowings as at December 31, 2019 were £6,414 million (2018: £6,365 million). Net borrowings, used in assessing the Group’s financial position, as at December 31, 20162019 were £4,700£6,191 million (2015: £3,782 million; 2014: £3,550(2018: £6,177 million), comprising gross bank and bond borrowings of £4,843£6,414 million and £19lease liabilities of £342 million, less cash and cash equivalents of £138 million, finance lease receivables of £33 million and £52 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 stronger at the year end compared with the start of the year resulted in higherreduced net borrowings when translated into sterling. Excluding currency effects, net borrowings increased by £409£285 million.

Net borrowings are reconciled as follows:

 

As at December 31  2016   2015   2014   2019   2018 
  £m   £m   £m   £m   £m 

Cash & cash equivalents

   162    122    276    138    114 

Borrowings

   (4,843   (3,902   (3,825   (6,414   (6,365

Related derivative financial instruments

   (19   (2   (1   52    25 

Net finance lease receivable

   33    49 
  

 

   

 

 
  

 

   

 

   

 

 

Net borrowings

   (4,700   (3,782   (3,550   (6,191   (6,177
  

 

   

 

   

 

   

 

   

 

 

Liquidity

The group has a $2.0 billion unsecured committed bank facility, maturing in July 2020, which provides security of funding for short-term debt. At December 31, 2016, this facility was undrawn.Liquidity

In March 2016, €7502019, $950 million of eurodollar denominated fixed rate term debt was issued with a coupon of 1.375%4.0% and a maturity of ten yearsyears. In January 2020, $950 million of US term debt maturing in October 2022 was issued.redeemed early, taking advantage of the make-whole election.

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. In addition, the Group has access to committed bank facilities aggregating $3 billion with various maturities through to 2024. At December 31, 2019 these facilities were undrawn.

Contractual obligationsObligations

The contractual obligations of the Group relating to debt finance and operating leases at December 31, 20162019 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 ��  £—    £—    £—  £2,111  £2,111  £  £  £ 

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)  5,071   104   816   1,312   2,839 
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total

   6,278    1,415    1,359    768    2,736  £7,182  £2,215  £816  £1,312  £2,839 
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

 

(1)

Short-term debt primarily comprises term debt issues maturing within one year and commercial paper, and is supported by a $2.0 billion committed bank facility maturing in July 2020facilities aggregating $3.0 billion with various maturities through to 2024 and by the central management of cash and cash equivalents. At December 31, 20162019 the committed bank facility wasfacilities were 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 129140 to 132143 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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 150157 to 154162 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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 throughvalue. The Group maintains an efficient capital structure with appropriate leverage while ensuring suitable 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.on short notice.

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. Adjusted20. EBITDA is derived from net profit as follows:

 

  2019   2018 
  2016   2015   2014   (in millions)   (in millions) 
  (in millions)   (in millions)   (in millions) 

Net profit for the year

  £1,169   £1,014   £960   £1,509   £1,428 

Adjustments:

          

Taxation

   304    298    269    338    292 

Disposals and othernon-operating items

   40    11    11    (51   33 

Net finance costs

   195    174    162    305    211 

Amortisation of acquired intangible assets

   346    296    286 

Amortisation of acquired intangible assets (excluding joint ventures)

   294    287 

Depreciation and other amortisation

   257    228    237    389    364 

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

   (41   (32
  

 

   

 

   

 

   

 

   

 

 

EBITDA

  £2,743   £2,583 
  

 

   

 

 

Our

RELX uses of freethe cash flow afterit generates to fund capital expenditure required to drive organic investment, over the longer-term balance the dividend policy,growth, to make selective acquisitions and share repurchases,to provide a growing dividend to shareholders, while retaining the balance sheet strength to maintain access to cost effectivecost-effective sources of borrowing. Share repurchases are undertaken to maintain an efficient balance sheet.

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 150157 to 154162 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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 in the table below 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, 20162019 by a $2.0 billion committed bank facility maturing in July 2020 which was undrawn.facilities aggregating $3.0 billion with various maturities through to 2024. These facilities were undrawn at December 31, 2019. 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£1,296 million in October 2016,September 2019, and short-term loans and overdrafts reached a maximum month end level of £167£110 million in January 2016,November 2019, 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£1,188 million in September 2016December 2019 as the maturity of the £400€550 million term debt issue expiring in October 2016 and the €350 million term debt issue expiring in May 2017 wereSeptember 2020 was then both below 12 months.months and notice of early redemption had been given on the $950 million bond (previously scheduled to mature in October 2022) such that it fell due for repayment in January 2020.

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 %
   2019
(in millions)
   2019
Weighted
average interest
rate %
   2018
(in millions)
   2018
Weighted
average interest
rate %
 

Commercial paper

   426    (0.2)    113    0.4    465    0.3   £683    0.7   £542    0.3 

Short-term loans and overdrafts

   95    1.7    105    2.2    84    0.8    96    3.0    144    1.5 

Finance leases

   5    1.5    6    1.8    7    2.2 

Term debt

   633    2.3    400    5.6    120    5.2    1,188    2.2    614    5.8 
  

 

     

 

   
  

 

     

 

     

 

   

Total short-term borrowings

   1,159      624      676     £1,967     £1,300   
  

 

     

 

     

 

     

 

     

 

   

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 

Average short-term

borrowings during the year

ended December 31,

  2019
(in millions)
   2019
Weighted
average interest
rate %
   2018
(in millions)
   2018
Weighted
average interest
rate %
 

Commercial paper

  £836    0.4   £687    1.0 

Short-term loans and overdrafts

   58    4.4    56    3.3 

Term debt

  £320    1.8   £620    5.8 

 

Maximum month end short-term borrowings  2016
£m
   2015
£m
   2014
£m
   2019
(in millions)
   2018
(in millions)
 

Commercial paper

   989    620    747   £1,296   £1,123 

Short-term loans and overdrafts

   167    106    103    110    144 

Finance leases

   6    7    7 

Term debt

   729    400    351   £1,188   £834 

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.

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 2019 RELX spent £333 million (2018: £306 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, 2020 is set forth under the headings ‘Executive Directors’ and‘Non-Executive Directors’ on pages 6664 to 6765 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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)(56)

  Executive Director and Chief Executive Officer

Anthony Habgood (70)(73)

  Non-Executive ChairmanChair(2)(3)(4)

Wolfhart Hauser (67)(70)

  Non-Executive Director(2)(3)(4)(5)

Adrian Hennah (59)(62)

  Non-Executive Director(1)(3)(4)

Charlotte Hogg (49)

Non-Executive Director(1)(4)

Marike van Lier Lels (57)(60)

  Non-Executive Director(1)(3)(4)

Nick Luff (49)(52)

  Executive Director and Chief Financial Officer

Robert MacLeod (52)(55)

  Non-Executive Director(2)(3)(4)

Linda Sanford (67)

Non-Executive Director(2)(4)

Carol Mills (63)

Non-Executive Director(1)(2)(4)

Linda SanfordAndrew Sukawaty (64)

  Non-Executive Director(1)(4)

Suzanne Wood (59)

Non-Executive Director(1)(4)

Ben van der Veer (65)

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.

Two of our long-servingNon-Executive Directors, Lisa Hook and Robert Polet, retired from the Boards after our Annual General Meetings in 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.

SENIOR MANAGEMENT

The executive officers, of RELX PLC, RELX NV and RELX Group plc, other than Directors, at February 22, 201720, 2020 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 senior positions in human resources at Charter plc and Woolworths plc.head of Human Resources for Ericsson North America.

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, RELX PLC and RELX NV shareholders approved a remuneration policy for Executive Directors which is incorporated herein by reference to Exhibit 15.3. The 2019 grants under the multi-year incentive plans to Executive Directors were made under this policy.

At the 2020 Annual General Meeting, proposals for a new remuneration policy will be put for approval, see pages 8499 to 90111 of the Group’sRELX Annual ReportsReport and Financial Statements 2016.2019.

The policy relating to payment for loss of office of Executive Directors andNon-Executive Directors is set out on pages 85 to 106 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 20162019 under BIP and LTIP) paid during 20162019 (and in respect of the annual incentive earned in respect of 2016)2019) to those who were executive officers (other than Directors) of RELX Group as at February 22, 201712, 2020 for the year ended December 31, 20162019 was £2,807,065,£2,929,383, 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 aANNUALone-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 2019 aggregate compensation for executive officers includes both the cash and the deferred share elements of the 2019 AIP.

In 2019, we also granted conditional share awards to the executive officers under the LTIP (see “Share Ownership — Share Ownership by Directors and Executive Officers” below).

DIRECTORS’ REMUNERATION REPORT

The AnnualDirectors’ Remuneration Report is set out on pages 9288 to 104111 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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 99106 to 100107 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 and is incorporated herein by reference to Exhibit 15.2.

The GroupEquity-Based Plans

As of December 31, 20162019, 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 entitledeligible 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 year10-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 option (formerly 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 can 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. TheThese convertible debenture loans havehad a term of 10 years.years and accrued interest on a quarterly basis, payable in arrears after the end of each year. During the10-year term of the loan, employees cancould decide to convert their claim oninto RELX NV intoPLC shares at an exercise (conversion)

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). EachAll remaining debenture of €200 can be converted into 50 sharesloans, together with accrued interest up to the payment date, were repaid to bond holders in RELX NV against payment of 50 timesNovember 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 less €200.and10-year exercise (conversion) period.

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

 

(ii)(c)

Dutch Share Purchase Plan (DSPP)

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 2019 cycle of the DSPP launched in January 2019 and completed in December 2019.

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 2019, the minimum annual contribution amount was €250 and the maximum annual contribution amount was €6,000. At the end of the 2019 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 2019. 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)the 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 20162019 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 2016 and 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 the Executive Directors from 2018 onwards.

LTIP: 2019-2021 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
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 report.

Each comparator group comprises up to 50 companies. The companies for the2019-21 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 2019. 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 sinceafter January 1, 2013.

 

(c)

Bonus investment plans (BIP)

No awards were made under the BIP in 2019 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, 201712, 2020 the total number of shares subject to outstanding options was:

 

   Number of
outstanding
options
   Options over
shares
  Option price
range
 

UK SAYE Scheme

   2,351,4091,975,038   RELX PLC  £4.108-£10.3209.496-13.168 

Netherlands Convertible Debenture Stock Scheme

   2,046,057997,371   RELX NVPLC  4.781-€16.1755.34-19.39 

ESOS

   5,239,1975,644,747   RELX PLC  £4.665-£14.3104.67-19.98 
   5,562,1193,641,662   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, 201712, 2020 the following conditional share awards were also outstanding:

 

   Number of
outstanding
awards
   Awards over
shares in
 

BIP*

   1,944,0821,010,842    RELX PLC 
1,980,050RELX NV

LTIP

   2,562,6536,164,936    RELX PLC 
2,737,357RELX NV

RSP

   920,1911,134,393    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, 20162019 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 98105 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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 19, 2020 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

1,017,615

Nick Luff

271,316

 

*

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, 2017:12, 2020:

 

  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)

   517,572    95,552    99,186    396,161 

 

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€5.87 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 20172020 and 2019.

2022.

In 2019, we granted a total of 129,241 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 fivethree 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 threefiveNon-Executive Directors including the ChairmanChair of the Board.Board; and

RELX

Remuneration — currently comprised of fourNon-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.

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 24. 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 24.

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 128139 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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 19, 2020, 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:

 

Identity of Person or Group(2)

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

BlackRock, Inc

   107,062,804    9.62    155,091,407    7.84 

Invesco Limited

   58,810,637    5.03    52,329,893    4.99 

Legal & General Group plc

   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 areit 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.

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, 20162019 there were 13,67370 ordinary shareholders, including the depositary for RELX PLC’s ADR programme, with a registered address in the United Kingdom,States, representing 99.91%less than 0.01% 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 2826 to the consolidated financial statements set forth under the heading ‘Related party transactions’ on page 161pages 168 to 169 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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 were alleged to have 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, 20162019 issued ordinary share capital comprised 1,144.11,980.8 million shares of 14  51/ 51/116 p. At December 31, 20162019 shares held in treasury totalled 63.649.0 million. Of these, 4.26.7 million ordinary shares were held by the Employee Benefit Trust and 59.442.3 million ordinary shares were held in treasury by RELX PLC. During 2016,2019, RELX PLC bought back 29.2a total of 33.5 million ordinary shares to be held in treasury pursuant to the authority given by shareholders at the Annual General Meeting held on April 21, 201625, 2019 and the previous authority given by shareholders at the Annual General Meeting held on April 23, 2015.19, 2018. On December 22, 2016,5, 2019, RELX PLC cancelled 33.733.3 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, 2016.2019. 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.Board requiring a simple majority of the votes cast. 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.

Dividends may only be paid if RELX PLC has profits available for distribution. “Profits available for distribution” is defined in the Act as “accumulated, realised profits, so far as not previously utilised by distribution or capitalisation, less accumulated, realised losses, so far as not previously written off in a reduction or reorganisation of capital duly made.” RELX PLC is not permitted to pay dividends out of share capital, which includes share premium. Profits available for distribution are determined in accordance with generally accepted accounting principles at the time the relevant accounts are prepared. RELX PLC will not be permitted to make a distribution if, at the time the proposed dividend is to be made, the amount of its net assets is less than the aggregate of itscalled-up share capital and undistributable reserves, or if the proposed dividend will reduce the net assets below such amount.

Dividends may be paid in cash, or (subject to shareholder approval and to the procedure set out in the Articles) by way of a distribution of assets, including, without limitation, paid up shares or debentures of another body corporate or further issuance of fullypaid-up RELX PLC Shares.

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

Under the PLC Articles, a resolution put to the vote of a general meeting will be decided on a show of hands unless a vote by poll is duly demanded.

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 vote on a resolution by way of a show of hands, every shareholder or duly appointed proxy who is present at the general meeting in person has one vote. On a vote on a resolution by way of a poll every shareholder present in person or by proxy has one vote for every shareRELX PLC Share of which he, she or it is the holder.

In the case of joint holders of a RELX PLC Share, the vote of the senior shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names of the holders are listed in the register of shareholders.

Subject to the provisions of the Act, a poll may be demanded by: (i) the chair of the meeting; (ii) at least five shareholders present in person or by proxy having the right to vote on the resolution (except on the election of the chair of the meeting or on a question of adjournment); (iii) any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights of all the shareholders having the right to vote on the resolution (excluding any voting rights attached to any RELX PLC Shares held as treasury shares); or (iv) any shareholder or shareholders present in person or by proxy holding shares conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all shares conferring that right (excluding any shares conferring a right to vote on the resolution which are held as treasury shares).

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 per annum or such higher amount as RELX PLC may determine by ordinary resolution from time to time.time (and on June 27, 2018, an ordinary resolution was passed to increase such amount to £2,000,000 per annum). 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 in excess of 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.

Redemption provision

RELX NV

The following is a summarySubject to the provisions of the principal provisionsAct, and without prejudice to any rights attached to any existing shares or class 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-thirdwhich are to be redeemed or are to be liable to be redeemed at the option of RELX PLC or the holder. The board may determine the terms, conditions and manner of redemption of shares provided that it does so before the shares are allotted.

Capital call provision

Subject to the terms of allotment, the board may from time to time make calls on the members in respect of any moneys unpaid on their shares (whether in respect of nominal value or premium). Each member shall (subject to receiving at least 14 clear days’ notice specifying when and where payment is to be made) pay to RELX PLC the amount called on his shares as required by the notice. A call may be required to be paid by instalments. A call may be revoked in whole or part and the time fixed for payment of a call may be postponed in whole or part as the board may determine. A person on whom a call is made shall remain liable for calls made on him notwithstanding any subsequent transfer of the sumshares in respect of (i) RELX NV’s issued share capitalwhich the call was made. A call shall be deemed to have been made at the time when 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 inboard authorising 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.

call was passed. 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 transferjoint holders of a share shall require an instrument intended for such purposebe jointly and the written acknowledgement by RELX NVseverally liable to pay all calls in respect of the transfer. The transfer of the rightsit.

If a call or any instalment of a Euroclear-participant with respect to shares which are includedcall remains unpaid in whole or in part after it has become due and payable the securities depositary system of Euroclear Nederlandperson from whom it is due and payable 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 exceedspay interest on the amount ofunpaid from the paid inday it became due and called up part of the issued share capital, increased by the reserves which must be kept by virtue of the law. Dividendspayable until it is paid. The interest shall be paid after adoptionat the rate fixed by the terms of allotment 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 provisionsrelevant share or in the articles of association and in accordance with the provisionsnotice of the UK Corporate Governance Code, all Directors seek annualre-appointmentcall or, if no rate is fixed, at such rate, not exceeding 15% per annum or, if higher, 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 provisionsappropriate rate (as defined 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 sharesAct), 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 shallmay 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.board. 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 directorsboard shall be charged with the liquidation of RELX NV and theNon-Executive Directors with the supervision thereof, subjectat liberty to the relevant provisions of Book 2 of the Dutch Civil Code.

Assets which remain afterwaive payment of the debts shall be transferred to the holders of sharessuch interest wholly or 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 consequencespart in respect 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.individual member.

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 the UK 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 2020. 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 raising of capital by the company concerned. Further litigation indicates that certain transfers of legal title to clearance services in connection with listing, but not integral to a new issue, are not chargeable.In view of share capital. This view is currently being challengedthe continuing uncertainty, specific professional advice should be sought before incurring a 1.5% stamp duty or stamp duty reserve tax charge in further litigation.any circumstance.

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 returnearned on floating rate cash and cash equivalents. Interest expense payable on fixed rate borrowings is protected against upward fluctuationsmovement in interest rates but does not benefit from downward fluctuations.shifts. 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 page 150pages 157 to 154162 and in note 2322 under the heading ‘Borrowings’ on page 156pages 164 to 157 to the consolidated financial statements165 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 and incorporated herein by reference to Exhibit 15.2.

Management of Interest Rate Risk and Foreign Exchange Rate Risk

We seek to limitmanage our risk to movements in 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 onrate long term borrowings for ato floating rate. Such swaps may be used to swap a wholean entire fixed rate bond for floating rate for its full term or they may be used to swap a portion of the periodprincipal amount or a portion of the principal amount forterm of the borrowing to 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 oftransactional exposure arising from 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 yearone-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, 2016.2019. 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 page 150pages 157 to 154162 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, 20162019 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,
2019
  Fair Value Change  Fair Value
December 31,
2018
  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 £  £  £(779       £(686      

Long-term borrowings (including current portion)

  (4,727  207   (226  (4,076  174   (190  (5,959 255  (276 (5,953 241  (260

Interest rate swaps (swapping fixed rate debt to floating)

  (7  (77  83   8   (66  71 

Interest rate swaps (swapping fixed rate to floating)

  45  (75 79  18  (101 108 

Interest rate swaps (swapping floating rate to fixed)

  (1 1  (1         

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, 2016,2019, 46% 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£31 million (2015: £18(2018: £32 million), based on the composition of financial instruments including cash, cash equivalents, bank loans and commercial paper borrowings at December 31, 2016.2019. A 100 basis points rise in interest rates would result in an estimated increase in net finance costs of £25£31 million (2015: £18(2018: £32 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, 20162019 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,
2019
  Fair Value Change  Fair Value
December 31,
2018
  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 £138  £14  £(14 £114  £11   £(11

Short-term borrowings

  (521  (33  33   (218  (22   22   (779 (78 78  (686 (37   37 

Long-term borrowings (including current portion)

  (4,727  (410  410   (4,076  (302   302   (5,959 (589 589  (5,953 (558   558 

Lease receivables

  33  3  (3 49  5    (5

Interest rate swaps (including cross currency interest rate swaps)

  (3  (1  1   3   (1   1   44  4  (4 18  2    (2

Forward foreign exchange contracts

  (123  (47  47   (31  (71   71   3  9  (9 (40 (41   41 

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 Statementsaccounts 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, 20162019 to February 22, 2017,19, 2020, we received a reimbursement of $345,000,$175,000, 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, 2016.2019. 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, 2016.2019.

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, 20162019 and have audited the effectiveness of internal controls over financial reporting as at December 31, 2016.2019. 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, 2016,2019, 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, 2019, 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, 2019 and 2018, 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, 2019, and the related notes of the Group and our report dated February 12, 2020 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, 201712, 2020

  

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 2016,2019, 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 meetmeets regularly, arewas chaired by Ben van der Veer,Adrian Hennah, the other members being Linda Sanford, Marike van Lier Lels (until her resignation on June 6, 2019), Carol Mills (until her resignation on April 25, 2019), Andrew Sukawaty (from June 6, 2019) 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 and Ben van der Veer. Each isSuzanne Wood. Both are 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.disclosures.

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 128139 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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, 20162019 werepre-approved under the policies and procedures summarised above.

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

During 20162019, the Group repurchased 29.2a total of 33.5 million RELX PLC ordinary shares and 26.1 million RELX NV ordinary shares for total consideration of £700£600 million ($768 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 2019, the Employee Benefit Trust purchased 1.22.2 million 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 27 to 30.

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 2019(1)

   3,922,000    1,651p    3,922,000   £   £35 million 

February 2019(2)(3)

   4,154,163    1,745p    3,241,356   £   £479 million 

March 2019(3)

   5,303,997    1,652p    4,035,300   £   £412 million 

April 2019

   4,490,287    1,696p    4,490,287   £   £336 million 

May 2019

   4,119,563    1,790p    4,119,563   £   £262 million 

June 2019

   3,264,019    1,908p    3,264,019   £   £200 million 

July 2019

   2,950,480    1,962p    2,950,480   £   £142 million 

August 2019

   1,687,100    1,948p    1,687,100   £   £109 million 

September 2019

   1,704,500    1,922p    1,704,500   £   £77 million 

October 2019

   1,989,229    1,840p    1,989,229   £   £40 million 

November 2019

   1,869,500    1,868p    1,869,500   £   £5 million 

December 2019

   270,673    1,841p    270,673   £   £100 million(4) 
  

 

 

     

 

 

     
   35,725,511      33,544,007     
  

 

 

     

 

 

     

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’

(1)

Includes amounts purchased under the £100 million ($128 million)non-discretionary buyback programme announced December 7, 2018.

(2)

Includes amounts purchased under the £100 million ($128 million)non-discretionary buyback programme announced December 7, 2018 and the £500 million ($640 million)non-discretionary buyback programme announced February 21, 2019.

(3)

Includes shares purchased to satisfy awards under our equity-based plans as described in ‘Share Ownership’, pages 27 to 30.

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).

(4)

On December 6, 2019 RELX PLC announced anon-discretionary buyback programme to repurchase further ordinary shares up to the value of £100 million ($128 million) in total between January 2, 2020 and February 10, 2020. A further 5.0 million RELX PLC shares have been repurchased as at February 12, 2020, under this programme. On February 13, 2020, RELX PLC announced its intention to repurchase further ordinary shares up to the value of £300 million ($384 million) over the remainder of 2020.

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 45 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 private 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 119128 to 167174 of the Group’sRELX Annual ReportsReport and Financial Statements 20162019 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, 2016,2019 and 2018, 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. 2019, 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, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, 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, 2019, 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 12, 2020 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 presentation of the financial statement presentation.statements. We believe that our audit providesaudits provide a reasonable basis for our opinion.

InCritical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion such financial statements referred to above present fairly, in all material respects,on the consolidated financial positionstatements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Uncertain tax positions

Description of the Group at December 31, 2016, andMatter

As described in note 9 to the consolidated resultsfinancial statements, the Group is subject to tax in numerous jurisdictions. Its operational structure gives rise to potential tax exposures that require management to exercise judgement in making determinations as to the amount of their operations and their cash flows for the year ended December 31, 2016,tax that is payable. The Group reports cross-border transactions undertaken between subsidiaries on anarm’s-length basis in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited,tax returns in accordance with Organisation for EconomicCo-operation and Development (OECD) guidelines. Transfer pricing relies on the standardsexercise of judgement and it is reasonably possible for there to be a significant range of potential outcomes.

The Group is subject to tax authority audits in multiple jurisdictions at any point in time and has a number of open tax enquiries. As a result, it has recognised a number of provisions against uncertain tax positions, the valuation of which requires significant assumptions and judgement, as described in note 9. We focused on this area due to the subjectivity in the quantification of the Public Company Accounting Oversight Board (United States),provision and the Group’sjudgement around the trigger for recognition or release impacting the provision and the effective tax rate.

How We Addressed the Matter in Our Audit

Our procedures included obtaining an understanding of the tax provisioning processes and evaluating their design, as well as testing internal controlcontrols over financial reportingthe tax provisioning process. For example, we tested controls over management’s review of the uncertain tax position provisions recorded, including the controls over the development of significant assumptions and judgments.

Our procedures on the uncertain tax positions were performed with support from professionals with specialised skills. Procedures included, among others (i) meeting with members of management responsible for tax to understand the Group cross-border transactions, status of significant provisions, and any changes to management’s judgements in the year; (ii) reading correspondence with tax authorities and external advisors to inform our assessment of recorded estimates and evaluate the completeness of the provisions recorded; (iii) independently assessing management’s significant assumptions and judgements to record or release provisions following tax audits, settlements and the expiry of timeframes with reference to other similar tax positions the Group has historically held and our knowledge of developments in the jurisdictions in which RELX maintain tax provisions; (iv) testing the underlying schedules for arithmetic accuracy, as atwell as with reference to applicable tax laws; and (v) evaluating the adequacy of tax disclosures.

Internally developed intangible assets

Description of the Matter

The Group capitalised internally developed intangible assets of £333 million in 2019 and has a net book value of £1,264 million as of December 31, 2016,2019. 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 economic useful lives applied to the resulting assets, requires the exercise of significant judgement.

We focused on this area as it is inherently judgemental with respect to 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

We performed audit procedures over internally developed intangible assets. Procedures included obtaining an understanding of the processes which support the expenditure and subsequent capitalisation of internally developed intangible assets and evaluating their design, as well as testing controls for the capitalisation of internally generated intangible assets.    For example, we tested controls over management’s review and approval of new capital projects and 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 that 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 authorised capital project and met the criteria to be capitalised; and (iii) assessing the useful lives adopted based on criteria established inInternalControlIntegratedFramework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework)related business cases and our report dated February 22, 2017 expressed an unqualified opinion thereon.historical experience.

 

/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/ DELOITTE LLPWe have served as the Group’s auditor since 2016.

London, United Kingdom

February 24, 201612, 2020

 

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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, repayment of lease principal 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 the 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-Operating SegmentsIFRS 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 management

 

Called upCalled-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 onin deferred tax balances not expectedtaxation assets and liabilities related to crystallise in the near term, more closely aligning with cash taxes payable,goodwill and acquired intangible assets, but includes the benefit of deductible tax amortisationamortization where available on acquired goodwill and intangible assetsthose items

 

EPS

Earnings per ordinary share

 

Finance lease

Capital lease

Free cash flow

OperatingAdjusted cash flow excluding the effects ofless interest, tax, acquisition-related costs 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 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, and exclude the results of all acquisitions anduntil twelve months after purchase, 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 ratesrates.

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 onFormF-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)
2.3 FormDescription of Amendment No. 1 to Amended and Restated Deposit Agreement, effective asSecurities Registered under Section 12 of July 1, 2015, by and among RELX NV, Citibank N.A., as depositary, and all Holders and Beneficial Holdersthe Securities Exchange Act 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)1934 (the “Exchange Act”)
  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 FormS-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 FormS-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 FormS-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 20162019
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, 2019, 2018 and 2017; (ii) Consolidated Statement of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017; (iii) Consolidated Statement of Cash Flows for the years ended December 31, 2019, 2018 and 2017; (iv) Consolidated Statement of Financial Position at December 31, 2019 and 2018; (v) Consolidated Statement of Changes in Equity for the years ended December 31, 2019, 2018 and 2017; 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 20162019 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 20, 2020

Dated: March 7, 2017

 

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