As filed with the Securities and Exchange Commission on February 23, 2023
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number:
(Exact name of Registrant as specified in its charter)
(Jurisdiction of incorporation or organisation)
(Address of principal executive offices)
(Name, telephone, e-mail and/or facsimile number and address of
Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Name of exchange on which registered
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:
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 issuer’s classes of capital or common stock as of December 31, 2022:
Number of outstanding shares
Ordinary shares of 14 51/116p each
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Indicate by check mark whether the registrant (1) has 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) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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. ☐
† 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 whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.
☐ US GAAP ☑
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Auditor Firm Id :
Auditor Name :
Auditor Location :
TABLE OF CONTENTS
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
OFFER STATISTICS AND EXPECTED TIMETABLE
UNRESOLVED STAFF COMMENTS
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
MINE SAFETY DISCLOSURE
The registrant has responded to Item 18 in lieu of responding to this Item.
RELX PLC is a public limited company, and owns all of the Group.
As used in this Annual Report on Form 20-F, the terms “Group”, “RELX”, “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. Additional terms are defined in the Glossary of Terms on pages S-1 and S-2.
In this Annual Report on Form 20-F, references to US dollars, $ and ¢ are to US currency; references to sterling, £, pound 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 website, either within the document or incorporated by reference. Information not specifically stated as being incorporated by reference to the RELX website or any other website referenced is not incorporated into this document and should not be considered part of this document.
Pursuant to Rule 12b-23(a) of the US Securities Exchange Act of 1934, as amended (the “Exchange Act”), certain information in this Annual Report on Form 20-F is being incorporated by reference to the RELX Annual Report and Financial Statements 2022 appended hereto as Exhibit 15.2. With the exception of the items and pages so specified, the RELX Annual Report and Financial Statements 2022 are not deemed to be filed as part of this Annual Report on Form 20-F.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 20-F contains a number of forward-looking statements within the meaning of Section 27A of the US Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, with respect 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 the Group 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 Annual Report on Form 20-F.
Important factors that could cause our actual results to differ materially from estimates or forecasts contained in the forward-looking statements include, among others:
|●||compromises of our cyber security systems or other unauthorised access to our databases;|
|●||regulatory and other changes regarding the collection or use of third-party content and data;|
|●||changes in law and legal interpretation affecting our intellectual property rights and internet communications;|
|●||current and future geopolitical, economic and market conditions;|
|●||changes in economic cycles, communicable disease epidemics or pandemics, severe weather events, natural disasters and terrorism;|
|●||changes in tax laws and uncertainty in their application;|
|●||changes in the payment model for our scientific, technical and medical research products;|
|●||competitive factors in the industries in which we operate and demand for our products and services;|
|●||failure of third parties to whom we have outsourced business activities;|
|●||breaches of generally accepted ethical business standards or applicable laws;|
|●||significant failure or interruption of our systems;|
|●||our inability to realise the future anticipated benefits of acquisitions;|
|●||our inability to retain high-quality employees and management;|
|●||exchange rate fluctuations;|
|●||adverse market conditions or downgrades to the credit ratings of our debt;|
|●||changes in the market values of defined benefit pension scheme assets and in the market related assumptions used to value scheme liabilities;|
|●||failure to comply with settlement orders by the US Federal Trade Commission (“FTC”); and|
|●||other risks referenced from time to time in the filings of RELX PLC with the US Securities and Exchange Commission (the “SEC”), including the risks described in “Item 3: Key Information — Risk Factors”.|
The terms “outlook”, “estimate”, “forecast”, “project”, “plan”, “intend”, “expect”, “should”, “could”, “will”, “believe”, “trends” and similar expressions may indicate a forward-looking statement. Forward-looking statements are found at various places throughout this Annual Report on Form 20-F and the other information incorporated by reference in this Annual Report on Form 20-F.
You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 20-F. 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 on Form 20-F or to reflect the occurrence of unanticipated events.
ITEM 3: KEY INFORMATION
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.
Compromises of our cyber security systems and other unauthorised access to our databases, could adversely affect our business and operations.
Our business maintains and uses online databases and platforms delivering our products and services, which we rely on, and provide data to third parties, including customers and service providers. These databases and information are a target for compromise and face a risk of unauthorised access and use by unauthorised parties including through cyber, ransomware and phishing attacks on us or our third-party service providers.
Our cyber security measures, and the measures used by our third-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-party service providers we may be unable to anticipate or implement adequate measures to protect against these attacks and our service providers and customers may likewise be unable to do so.
Compromises of our or our third-party service providers’ systems could adversely affect our financial performance, damage our reputation and expose us to risk of loss, fines and penalties, litigation and increased regulation.
Regulatory changes regarding the collection and use of third-party information by us or compromises of our data privacy controls and other unauthorised access to our databases, could adversely affect our business and operations.
Our business relies extensively on content and data from public records, governmental authorities, publicly available information and media, customers, end-users and other information companies, including competitors. Changes in data privacy legislation, regulation, and/or enforcement could impact our ability to collect and utilise data, potentially affecting the effectiveness of our products. Failure or perceived failure to comply with requirements for proper collection, use, storage and transfer of data, by ourselves, or our third-party service providers, or other data loss incidents may damage our reputation, divert time and effort of management and other resources, and expose us to risk of loss, fines and penalties, litigation and increased regulation.
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. We rely on trademark, copyright, patent, trade secret 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.
Current and future geopolitical, economic and market conditions, and dislocations beyond our control may adversely affect demand for our products and services.
Demand for our products and services, and our ability to operate internationally, may be adversely impacted by geopolitical, economic and market conditions beyond our control. These include acts of war and civil unrest, political conflicts and tensions, international sanctions, the impact of the effect of changes in inflation and interest rates in major economies, trading relations between the United States, Europe, China and other major economies, as well as levels of government and private funding for our markets.
Changes in economic cycles, communicable disease epidemics, severe weather events, natural disasters, terrorism, and lack of venues may impact our ability to organise events.
Face-to-face events are susceptible to economic cycles, communicable diseases, severe weather events and other natural disasters, terrorism and assignment of venues to alternative uses. Each or any of these may impact exhibitors’ and visitors’ desire and ability to travel in person to events and the availability of event venues. These factors each have the potential to reduce revenues, increase the costs of organising events and adversely affect cash flows and reputation. For example, containment measures, such as quarantines or other travel restrictions and site closures, relating to the Covid-19 pandemic have had and may continue to have a significant impact on face-to-face events in our Exhibitions business with ongoing changing government restrictions on in-person events, particularly in China.
Changes in tax laws or uncertainty over their application and interpretation may adversely affect our reported results.
Our business operates globally, and our profits are subject to taxation in many different jurisdictions and at differing tax rates. Tax laws that currently apply to our business may be amended by the relevant authorities or interpreted differently by them, and these changes could adversely affect our reported results.
Changes in the payment model for our scientific, technical and medical primary research products or alternative publication channels for our content could adversely affect our operations.
Traditionally our Scientific, Technical & Medical (STM) primary research content publishing business has operated on a pay to read model, where readers or their institutions, as users of the content pay, and authors publish for free. Over time, an alternative model has gained traction where authors or their institutions or funding bodies prefer to pay to publish their research, so it is freely available to read. The latter model is commonly referred to as Open Access. There is continued debate in government, academic and library communities, regarding the payment models and the extent to which research content should be freely available to read, either immediately on publication or in some form after a period following publication. Changes in customer choice or regulation in this area could adversely impact the mix and overall level of revenue generated by our primary research publishing business.
We operate in a highly competitive and dynamic environment that is subject to rapid change and cannot assure you that there will be continued demand for our products and services.
Our business is dependent on the continued demand by our customers for our products and services and the value placed on them. They operate in highly competitive and dynamic markets, and the means of delivery, customer demand for, 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, or to deliver enhanced value to our customers, could impact demand for our products and services and consequently adversely affect our revenue or the long-term returns from our investment in electronic product and platform initiatives.
Our business may be adversely affected by the failure of third parties to whom we have outsourced business activities.
Our organisational and operational structures depend on suppliers including outsourced and offshored functions, as well as cloud service providers. Poor performance, failure or breach of third parties to whom we have contracted could adversely affect our business performance, reputation and financial condition.
We source content to enable information solutions for our professional customers. The disruption or loss of data sources, either because of data localisation regulations, or because data suppliers decide not to supply them, may impose limits on our collection and use of certain kinds of information and our ability to communicate, offer or make such information available or useful to our customers.
Breaches of generally accepted ethical business standards or applicable statutes concerning bribery, corruption, fraud, sanctions and competition could adversely affect our reputation and financial condition.
As a global provider of professional information solutions we, our employees and major suppliers are expected to adhere to high standards of integrity and ethical conduct, including those related to anti-bribery and anti-corruption, fraud, sanctions, competition and principled business conduct. A breach of generally accepted ethical business standards or applicable laws could adversely affect our business performance, reputation and financial condition.
A significant failure or interruption of our electronic delivery platforms, networks, distribution systems or infrastructure could adversely affect our business and operations.
Our business is dependent on electronic platforms and networks, primarily the internet, for delivery of our products and services. Our operations could be adversely affected if our electronic delivery platforms, networks or supporting infrastructure experience a significant failure, or interruption. Climate change may increase the intensity and frequency of severe weather events which increases the risk of significant failure.
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, it could adversely affect return on invested capital and financial condition or lead to an impairment of goodwill or intangibles.
We may be unable to implement and execute our strategic and business plans if we cannot recruit and retain skilled employees and management.
The implementation and execution of our strategies and business plans depend on our ability to recruit, motivate, develop and retain a diverse population of skilled employees and management. We compete globally and across business sectors for diverse, talented management and skilled individuals, particularly those with technology and data analytics capabilities. An inability to recruit, motivate or retain such people could adversely affect our business performance. Failure to recruit and develop talent regardless of gender, race or other characteristics could adversely affect our reputation and business performance.
Fluctuations in exchange rates may affect our results.
The RELX PLC 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.
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 business.
We operate a number of pension schemes around the world, including local versions of the defined benefit type in the United Kingdom 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 and reducing portion of the overall UK based workforce. The
assets and obligations associated with these 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 funding requirements.
Our business, operations and reputation could be adversely affected by a failure to comply with FTC settlement orders.
We are subject to numerous and evolving laws and regulations designed to protect certain information and, through our Risk 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.
ITEM 4: INFORMATION ON THE GROUP
RELX PLC is a public limited company, incorporated in England under the UK Companies Act 2006 (as amended) (the “Companies Act”).
RELX is a global provider of information-based analytics and decision tools for professional and business customers. RELX serves customers in more than 180 countries and has offices in about 40 countries. It employs over 35,000 people, over 40% of whom are in North America.
We operate in four major market segments: Risk; Scientific, Technical & Medical; Legal; and Exhibitions.
|●||Risk provides customers with information-based analytics and decision tools that combine public and industry-specific content with advanced technology and algorithms to assist them in evaluating and predicting risk and enhancing operational efficiency.|
|●||Scientific, Technical & Medical provides information and analytics that help institutions and professionals progress science, advance healthcare and improve performance.|
|●||Legal provides legal, regulatory and business information and analytics that help customers increase their productivity, improve decision-making and achieve better outcomes.|
|●||Exhibitions combines industry expertise with data and digital tools to help customers connect digitally and face-to-face, learn about markets, source products and complete transactions.|
Information on revenue by geographical market is set forth in note 2 to our consolidated financial statements under the heading “Revenue, operating profit and segment analysis” on page 168 to 171 of the RELX Annual Report and Financial Statements 2022 and incorporated herein by reference to Exhibit 15.2.
Revenue Year ended December 31,
(in millions, except percentages)
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 12 to 13 of the RELX Annual Report and Financial Statements 2022 is incorporated herein by reference to Exhibit 15.2.
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 16 to 17 of the RELX Annual Report and Financial Statements 2022 is incorporated herein by reference to Exhibit 15.2.
The information set forth under the headings ‘Business Overview’, ‘Market opportunities’, ‘Strategic priorities’ and ‘Business model, distribution channels and competition’ on pages 20 to 21 of the RELX Annual Report and Financial Statements 2022 is incorporated herein by reference to Exhibit 15.2.
The information set forth under the headings ‘Business Overview’, ‘Market opportunities’, ‘Strategic priorities’ and ‘Business model, distribution channels and competition’ on pages 24 to 25 of the RELX Annual Report and Financial Statements 2022 is incorporated herein by reference to Exhibit 15.2.
RELX PLC is a publicly held entity with its shares listed on the London, Amsterdam and New York stock exchanges.
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.
Subsidiaries, Associates, Joint Ventures and Business Units
A list of subsidiaries, associates, joint ventures and business units is included as Exhibit 8.0 to this Annual Report on Form 20-F.
HISTORY AND DEVELOPMENT
RELX PLC was originally incorporated in 1903. In 1993, RELX PLC combined with RELX NV by contributing their respective businesses into two jointly owned companies. In 2015, the structure was simplified so that all of the businesses were owned by one jointly controlled 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 PLC. RELX PLC owns 100% of the shares in RELX Group plc, which in turn owns all of the operating businesses, subsidiaries and financing activities of the Group.
Material acquisitions and disposals
Total cash spent on acquisitions in the three years ended December 31, 2022, was £1,596 million. Cash spent on acquisitions (including debt in acquired businesses) in 2020 was £874 million, in 2021 was £262 million and in 2022 was £460 million, excluding borrowings in acquired businesses of £3 million in 2020, nil in 2021 and £3 million in 2022 and including deferred consideration of £5 million in 2020, £19 million in 2021 and £21 million in 2022 on past acquisitions and investments in joint ventures and associates of nil in 2020 and 2021 and £58 million in 2022. Spend on venture capital investments was £2 million in 2020, £8 million in 2021 and £8 million in 2022.
Net cash inflow from disposals after timing differences and separation and transaction costs was £29 million in 2020, £190 million in 2021 and £3 million in 2022.
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 £364 million, £337 million and £436 million in 2020, 2021 and 2022, respectively. The majority of capital expenditure is incurred in the United States, the United Kingdom and the Netherlands. In 2022, there was continued investment in new products and related infrastructure. Further information on capital expenditure is included in notes 2, 14 and 16 to the consolidated financial statements under the headings
‘Revenue, operating profit and segment analysis’, ‘Intangible assets’ and ‘Property, plant and equipment’ on pages 168, 185 and 188 respectively of the RELX Annual Report and Financial Statements 2022 and incorporated herein by reference to Exhibit 15.2.
Principal executive offices
The principal executive office of RELX PLC is located at 1-3 Strand, London WC2N 5JR, England. Tel: +44 20 7166 5500. The principal executive office of RELX PLC 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 Annual Report on Form 20-F.
Our agent in the United States is Kenneth Thompson II, Corporate General Counsel, RELX; firstname.lastname@example.org, 9443 Springboro Pike, B4/F5/S14, Miamisburg, Ohio, 45342.
PROPERTY, PLANT AND EQUIPMENT
We own or lease approximately 202 properties around the world as at December 31, 2022. The table below identifies the principal owned and leased properties in our property portfolio as at December 31, 2022.