RELX(RELX) - 2023 Q4 - Annual Report

FORM 20-F Filing Information General Information This section details the company's filing status as an annual report on Form 20-F for the fiscal year ended December 31, 2023, and its IFRS compliance - RELX PLC filed its Annual Report on Form 20-F for the fiscal year ended December 31, 2023[1] - The company is classified as a well-known seasoned issuer and a large accelerated filer[1] - Financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board[1] Outstanding Shares as of December 31, 2023 | Class of Capital Stock | Number of Outstanding Shares | | :------------------------------- | :--------------------------- | | Ordinary shares of 14 51/116p each | 1,881,531,883 | General Company Overview This section defines RELX PLC as a public limited company owning the entire Group and clarifies terms used in the Annual Report - RELX PLC is a public limited company that owns the entire Group, with terms like 'Group', 'RELX', 'we', 'our', or 'us' referring collectively to RELX PLC and its subsidiaries, associates, and joint ventures[9][10] - Statements regarding competitive position are derived from internal surveys, market research, publicly available information, and industry publications, which are believed to be reliable but not independently verified[12] Special Note Regarding Forward-Looking Statements This section highlights that the report contains forward-looking statements and cautions readers about potential material differences in actual results - The report contains forward-looking statements concerning RELX's financial condition, results of operations, competitive positions, product features, and business strategies[16][17] - Actual results may differ materially from these statements due to risks and uncertainties, including regulatory changes, geopolitical conditions, competitive factors, and cybersecurity compromises[16][18] - Readers are advised not to place undue reliance on forward-looking statements, and the company does not commit to public updates or revisions[21] Part I Item 3: Key Information This section outlines the principal and emerging risks facing RELX's business, categorized into external, strategic, operational, financial, reputational, and regulatory risks - External risks include regulatory changes in personal data collection and use, potential compromises of data privacy controls, and challenges in protecting intellectual property rights, especially with the rise of AI technologies[24][25] - Strategic risks involve operating in a highly competitive and dynamic environment, requiring constant adaptation to technological innovations and new competitors, and the potential inability to realize anticipated benefits from acquisitions[28][29] - Operational risks encompass cybersecurity system compromises, unauthorized access to databases, impacts of economic cycles and natural disasters on events, and the failure of third-party outsourced activities[30][33][34] - Financial risks include changes in tax laws, exchange rate fluctuations (especially USD), market conditions affecting funding availability and cost, and changes in defined benefit pension scheme asset values and liabilities[38][39][40][41] - Reputational and regulatory risks involve breaches of ethical business standards, non-compliance with anti-bribery, anti-corruption, and competition laws, and failure to comply with FTC consent orders[42][43] Item 4: Information on the Group This section provides an overview of RELX PLC, a global provider of information-based analytics and decision tools, operating in four key market segments - RELX PLC is a global provider of information-based analytics and decision tools, serving customers in over 180 countries with more than 36,000 employees[46] - The company operates in four major market segments: Risk, Scientific, Technical & Medical (STM), Legal, and Exhibitions, each providing specialized information and analytical tools[47][51] Revenue by Market Segment (2022-2023) | Segment | 2022 Revenue (£m) | 2023 Revenue (£m) | 2023 % of Total | | :-------------------------- | :---------------- | :---------------- | :-------------- | | Risk | 2,909 | 3,133 | 34 % | | Scientific, Technical & Medical | 2,909 | 3,062 | 34 % | | Legal | 1,782 | 1,851 | 20 % | | Exhibitions | 953 | 1,115 | 12 % | | Total | 8,553 | 9,161 | 100 % | - Cash spent on acquisitions decreased from £460 million in 2022 to £132 million in 2023, while capital expenditure on property, plant, equipment, and internally developed intangible assets increased from £436 million to £477 million over the same period[59][61] - The company is subject to increasing data privacy and consumer information laws, and engages in limited activities with Iran, generating approximately £1.9 million in revenue in 2023[72][76] Item 5: Operating and Financial Review and Prospects This section analyzes RELX's financial performance for 2022 and 2023, covering revenue, operating profit, liquidity, and R&D investments Key Financial Performance Indicators (2022 vs. 2023) | Metric | 2022 (£m) | 2023 (£m) | % Change (Actual) | % Change (Constant Currency) | | :--------------------------------------- | :-------- | :-------- | :---------------- | :--------------------------- | | Reported Revenue | 8,553 | 9,161 | +7 % | +7 % | | Reported Operating Profit | 2,323 | 2,682 | +15 % | N/A | | Adjusted Operating Profit | 2,683 | 3,030 | +13 % | +12 % | | Reported Operating Margin | 27.2 % | 29.3 % | +2.1 pp | N/A | | Adjusted Operating Margin | 31.4 % | 33.1 % | +1.7 pp | N/A | | Reported Net Profit Attributable to Shareholders | 1,634 | 1,781 | +9 % | N/A | | Adjusted Net Profit Attributable to Shareholders | 1,961 | 2,156 | +10 % | N/A | | Reported EPS (p) | 85.2 | 94.1 | +10 % | N/A | | Adjusted EPS (p) | 102.2 | 114.0 | +12 % | +11 % | Revenue by Type, Format, and Geographic Market (2022 vs. 2023) | Category | 2022 (£m) | 2022 (%) | 2023 (£m) | 2023 (%) | | :-------------- | :-------- | :------- | :-------- | :------- | | By Type | | | | | | Subscriptions | 4,655 | 54 | 4,976 | 54 | | Transactional | 3,898 | 46 | 4,185 | 46 | | By Format | | | | | | Electronic | 7,112 | 83 | 7,625 | 83 | | Face-to-face | 912 | 11 | 1,060 | 12 | | Print | 529 | 6 | 476 | 5 | | By Geography| | | | | | North America | 5,101 | 60 | 5,386 | 59 | | Europe | 1,800 | 21 | 1,908 | 21 | | Rest of world | 1,652 | 19 | 1,867 | 20 | - Underlying revenue growth was 8% in 2023, driven by strong performance in electronic and face-to-face revenues, with all four market segments contributing positively[107] - Exhibitions segment showed strong underlying revenue growth of +30% and adjusted operating profit growth of +100% in 2023, reflecting increased activity and a streamlined cost structure[134] - Net debt decreased from £6,604 million in 2022 to £6,446 million in 2023, primarily due to stronger sterling against the US dollar and euro[149] - The Group repurchased 30.9 million shares for £800 million in 2023 and paid ordinary dividends totaling £1,059 million[119][147][148] - Capitalized development costs for R&D increased from £400 million in 2022 to £447 million in 2023, reflecting sustained investment in new products[172] Item 6: Directors, Senior Management and Employees This section details the composition of RELX PLC's Board of Directors and senior management, outlining compensation policies and equity-based incentive plans - The Board of Directors consists of two Executive Directors (Erik Engstrom, Nick Luff) and eight Non-Executive Directors, with changes including Alistair Cox joining and Wolfhart Hauser retiring in 2023, and Bianca Tetteroo appointed effective July 1, 2024[175][177][178][179] - Executive officers' aggregate compensation for 2023 was £3,240,326, including pension contributions, with participation in an annual incentive plan (AIP) and conditional share awards under the LTIP 2013[189][190][191] - RELX operates several equity-based plans, including all-employee schemes (SAYE, ShareSave 2023, DSPP, ESPP 2023) and executive plans (LTIP 2013, ESOS 2013, RSP, RSP 2014, LTIP 2023, ESOS 2023), designed to align employee and executive interests with shareholder value[195][199][201][204][207][212][214][217][219] Outstanding Share Options and Conditional Share Awards (as of Feb 14, 2024) | Plan | Number of Outstanding Options/Awards | | :------------------------------------- | :----------------------------------- | | UK SAYE Scheme | 2,022,831 | | Netherlands Convertible Debenture Stock Scheme | 377,548 | | ESPP | 303,806 | | ESOS (RELX PLC £ ordinary shares) | 6,972,418 | | ESOS (RELX PLC € ordinary shares) | 1,201,098 | | LTIP | 5,645,491 | | RSP | 1,029,941 | - The Board has established Audit, Corporate Governance, Nominations, and Remuneration Committees, all composed of Non-Executive Directors, to oversee governance and remuneration policies[232][235] Item 7: Major Shareholders and Related Party Transactions This section identifies major shareholders and confirms the absence of material related party transactions beyond those disclosed in financial statements Major Shareholders (as of February 22, 2024) | Identity of Person or Group | Number of Shares | % of Class | | :-------------------------- | :--------------- | :--------- | | BlackRock, Inc | 186,631,180 | 9.67 | | Invesco Limited | 52,329,893 | 4.99 | - As of December 31, 2023, US shareholders held 70,377,956 ordinary shares, representing 3.69% of total issued ordinary shares[247] - There were no material or unusual transactions between RELX and any major shareholders[246] - Transactions with joint ventures and key management personnel are detailed in note 25 to the consolidated financial statements[250] Item 8: Financial Information This section refers to the consolidated financial statements, outlines RELX PLC's dividend policy, and addresses ongoing legal proceedings - The dividend policy aims to grow dividends broadly in line with adjusted earnings per share, paying out approximately half of adjusted earnings annually over the longer term[253] - RELX PLC's subsidiaries are involved in legal proceedings concerning privacy, data protection, and consumer protection laws, as well as historic data security incidents[254] - While these legal actions often result in settlements and compliance costs, they are not expected to have a material adverse effect on the company's financial position or results of operations[254][255][256] Item 9: The Offer and Listing This section details the trading markets for RELX PLC's ordinary shares and American Depositary Shares (ADSs), with London as the principal market - RELX PLC ordinary shares are listed on the London Stock Exchange (principal market), Euronext Amsterdam, and the New York Stock Exchange[259] - Trading on the New York Stock Exchange is in the form of American Depositary Shares (ADSs), with each ADS representing one RELX PLC ordinary share[259] RELX PLC Listing Tickers | Exchange | Ticker | | :---------------------- | :----- | | London Stock Exchange | REL | | Euronext Amsterdam | REN | | New York Stock Exchange | RELX | Item 10: Additional Information This section provides additional legal and financial information, including Articles of Association, share capital details, dividend rights, and taxation considerations - As of December 31, 2023, RELX PLC's issued ordinary share capital comprised 1,906,907,605 shares, with 25.4 million shares held in treasury[264] - The company bought back 30.9 million ordinary shares in 2023 for treasury and cancelled 31 million ordinary shares[264] - Dividends are declared by ordinary resolution, not exceeding the Board's recommendation, and are paid out of available profits, with a policy to grow dividends broadly in line with adjusted EPS[253][269][270] - UK taxation generally does not withhold tax on dividends for non-UK residents, and capital gains are typically not subject to UK tax unless related to a UK trade or permanent establishment[300][301] - US holders of ADSs are generally treated as owners of the underlying ordinary shares for US federal income tax purposes, with dividends typically taxed as ordinary income from foreign sources[310][311] - There are no UK legislative restrictions on capital import/export or dividend remittances for non-UK resident shareholders, subject to economic sanctions[294][295] Item 11: Quantitative and Qualitative Disclosures About Market Risk This section details RELX's primary market risks, including interest rate, exchange rate, liquidity, and credit risks, and their management through derivative instruments - Primary market risks include changes in interest rates, exchange rates, liquidity, and credit risk[321] - Interest rate risk is managed by balancing fixed and floating rate debt using interest rate swaps, while foreign exchange rate risk is managed with forward foreign exchange contracts to hedge transactional exposure[326][327] - Liquidity risk is managed by maintaining a range of borrowing facilities and a diversified debt maturity profile, including a $3.0 billion committed bank facility that was undrawn at December 31, 2023[152][323] Interest Rate Sensitivity Analysis (December 31, 2023) | Financial Instrument | Fair Value (Dec 31, 2023) (£m) | Fair Value Change (+100 bps) (£m) | Fair Value Change (-100 bps) (£m) | | :------------------- | :----------------------------- | :-------------------------------- | :-------------------------------- | | Short-term debt | (220) | — | — | | Long-term debt | (6,229) | 231 | (248) | | Interest rate swaps | (112) | (104) | 112 | - A 100 basis point reduction in interest rates would decrease net finance costs by an estimated £26 million in 2023, while a 100 basis point rise would increase them by £26 million[335] Foreign Exchange Rate Sensitivity Analysis (December 31, 2023) | Financial Instrument | Fair Value (Dec 31, 2023) (£m) | Fair Value Change (+10%) (£m) | Fair Value Change (-10%) (£m) | | :------------------------------- | :----------------------------- | :---------------------------- | :---------------------------- | | Cash and cash equivalents | 155 | 15 | (15) | | Short-term debt | (220) | (22) | 22 | | Long-term debt | (6,229) | (620) | 620 | | Forward foreign exchange contracts | 46 | (173) | 173 | Item 12: Description of Securities Other Than Equity Securities This section details the fees and charges associated with American Depositary Receipts (ADRs) for RELX PLC and depositary reimbursements - Citibank N.A., as the depositary for RELX PLC's ADR program, collects fees directly from investors for services such as ADS issuance, cancellation, and cash distributions[339] ADR Fees and Charges | Service | Fee (or less) | | :------------------------------------------ | :------------------------------------------ | | Issuance/Cancellation of ADSs | $5.00 per 100 ADSs | | Cash distribution to ADS registered holders | $0.05 per ADS | | Depositary services | $0.05 per ADS per calendar year | - From January 1, 2023, to February 22, 2024, RELX PLC received a reimbursement of $175,000 (net of withheld taxes) from the depositary for New York Stock Exchange listing fees, investor relations, and other program-related expenses[342] Part II Item 15: Controls and Procedures This section details RELX PLC's internal controls over financial reporting and disclosure controls, affirming their effectiveness as of December 31, 2023 - RELX PLC's Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of December 31, 2023[344] - Management assessed and concluded that internal controls over financial reporting were effective as of December 31, 2023, based on the COSO framework[346] - Ernst & Young LLP issued an unqualified opinion on the effectiveness of RELX PLC's internal control over financial reporting as of December 31, 2023[349] - The Audit Committee, composed solely of independent Non-Executive Directors, monitors the integrity of financial statements, reviews internal controls, and oversees the external audit function[358][360] Item 16A: Audit Committee Financial Expert This section identifies Suzanne Wood as the independent Audit Committee financial expert, meeting SEC requirements - Suzanne Wood is identified as the Audit Committee financial expert, meeting the requirements of applicable SEC rules and regulations[362] - The Audit Committee financial expert is considered independent[362] Item 16B: Codes of Ethics RELX PLC has adopted a Code of Ethics and Business Conduct for all employees and a specific Code of Ethics for Senior Financial Officers - RELX PLC has a 'Code of Ethics and Business Conduct' for all directors, officers, and employees, and a separate 'Code of Ethics for Senior Financial Officers'[364] - The Code for Senior Financial Officers was amended in June 2021 to address violation reporting speed, cooperation with investigations, conflict of interest provisions, and waiver procedures[364] Item 16C: Principal Accountant Fees and Services This section details the fees billed by Ernst & Young LLP and outlines the Audit Committee's policies for pre-approving audit and non-audit services - The Audit Committee pre-approves all audit and non-audit services provided by Ernst & Young LLP, the principal accountant[366][367] - Non-audit services are permitted only if they do not compromise auditor independence and their aggregate fees must not exceed annual audit fees unless specifically pre-approved[367] - All audit and non-audit services in 2023 were pre-approved under these policies[367] Item 16E: Purchases of Equity Securities by the Issuer and Affiliated Purchasers This section reports on RELX PLC's share repurchase activities during 2023 and announces further repurchase intentions for 2024 - During 2023, RELX PLC repurchased 30.9 million shares for a total consideration of £800 million ($992 million) to be held in treasury[369] - The Employee Benefit Trust purchased 2.0 million RELX PLC shares in 2023 to satisfy awards under equity-based plans[369] - RELX PLC announced its intention to repurchase further ordinary shares up to £850 million ($1,054 million) over the remainder of 2024[371] Monthly Share Repurchases by RELX PLC (2023) | Month (2023) | Number of Ordinary Shares Repurchased | Average Price Paid per Share | | :----------- | :------------------------------------ | :--------------------------- | | January | 4,414,183 | 2,381p | | February | 5,164,160 | 2,495p | | March | 4,401,993 | 2,573p | | April | 3,086,979 | 2,663p | | May | 3,402,008 | 2,500p | | June | 3,273,298 | 2,602p | | July | 2,235,578 | 2,568p | | August | 1,826,235 | 2,564p | | September | 1,631,522 | 2,744p | | October | 1,660,705 | 2,874p | | November | 1,520,519 | 2,976p | | December | 259,205 | 3,094p | | Total | 32,876,385 | | Item 16G: Corporate Governance This section affirms RELX PLC's compliance with NYSE corporate governance rules as a foreign private issuer, with practices similar to US companies - RELX PLC complies with all applicable NYSE corporate governance rules for foreign private issuers[374][375] - The company's corporate governance practices do not significantly differ from those required of US companies under NYSE listing standards[376] - The Nominations Committee and Corporate Governance Committee, composed entirely of Non-Executive Directors, perform functions equivalent to a US company's nominating/corporate governance committee[378] Item 16K: Cybersecurity This section details RELX's comprehensive cybersecurity risk management and governance framework, aligning with the COSO framework and a '3 Lines of Defence' model - RELX employs a risk-based security program with technological and physical controls, including vulnerability management, application scanning, network segmentation, and encryption, to manage cybersecurity threats[380] - The company has established security programs, governance mechanisms, regular training, incident response plans, and third-party provider policies to ensure data protection and operational resilience[380][388] - The cybersecurity risk framework is integrated into the enterprise risk management framework, with semiannual risk assessments overseen by the Head of Group Insurance and Risk[383][384][385] - The RELX PLC Board monitors internal control and risk management systems, receiving semiannual updates on the cybersecurity program from the Head of Information Assurance & Data Protection[390] - Key governance bodies include the Information Security Council (ISC), CTO Forum, and Security Governing Committee (SGC), which coordinate cybersecurity strategy, talent, and resource allocation[392][393][396][397] Part III Item 18: Financial Statements This section incorporates the consolidated financial statements for 2023, prepared under IFRS, and highlights 'Uncertain tax positions' as a critical audit matter - The consolidated financial statements for the three years ended December 31, 2023, are incorporated by reference and prepared in conformity with IFRS as issued by the IASB[402][403] - Ernst & Young LLP issued an unqualified opinion on the consolidated financial statements, affirming fair presentation in all material respects[403] - Uncertain tax positions, totaling £173 million as of December 31, 2023, are identified as a critical audit matter due to the significant judgment required in their quantification and the range of potential outcomes[407][408][409] Glossary of Terms Definitions This section provides definitions for key financial and operational terms, including non-GAAP measures, used throughout the Annual Report on Form 20-F - Adjusted earnings per share is calculated as adjusted net profit attributable to shareholders divided by the total weighted average number of shares, providing a comparable measure of Group earnings[414] - Adjusted operating profit excludes amortisation of acquired intangible assets and acquisition-related items, and is grossed up for equity share of finance income, costs, and taxes in joint ventures and associates[414] - Underlying growth rates are calculated at constant currencies, excluding the results of acquisitions (until 12 months after purchase), disposals, assets held for sale, and exhibition cycling effects, to assess year-on-year growth[417] - Net debt is defined as gross debt plus related derivative financial instrument liabilities, less related derivative financial instrument assets, cash and cash equivalents, and finance lease receivables, indicating the Group's level of indebtedness[414] Item 19: Exhibits Exhibits List This section lists all exhibits filed as part of or incorporated by reference into the Annual Report on Form 20-F - The exhibits include foundational documents such as the Articles of Association and Deposit Agreements for American Depositary Shares[420] - Various equity-based plans (e.g., LTIP 2013, ESOS 2013, RSP 2014, LTIP 2023, ESOS 2023, ESPP 2023) and service agreements for executive directors are filed as exhibits[420] - Certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act by the Chief Executive Officer and Chief Financial Officer are included[420][425] - The RELX Annual Report and Financial Statements 2023 (Exhibit 15.2) is incorporated by reference, with specific items and pages noted[425][424]