As filed with the Securities and Exchange Commission on March 12, 201311, 2014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

Or

For the fiscal year ended December 31, 20122013

Or

For the transition period from              to             

Or

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

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’ classes of capital or common stock as of December 31, 2012:2013:

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

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

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Indicate by check mark whether the registrants (1) have 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) have been subject to such filing requirements for the past 90 days:days.

Yes                þ                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 Regulation S-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 are large accelerated filers, accelerated filers, or non-accelerated filers. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

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

¨     US GAAP            þ    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 have elected to follow:

Item  17        ¨                     Item 18        ¨

If this is an annual report, indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act):.

Yes                ¨                  No                þ

TABLE OF CONTENTS

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GENERAL

Reed Elsevier PLC and Reed Elsevier NV conduct their business through two jointly owned companies, Reed Elsevier Group plc and Elsevier Reed Finance BV. Reed Elsevier PLC and Reed Elsevier NV have retained their separate legal and national identities. “Reed Elsevier” is not a legal entity but a collective reference to the separate legal entities of Reed Elsevier PLC, Reed Elsevier NV, Reed Elsevier Group plc and Elsevier Reed Finance BV and their respective subsidiaries, associates and joint ventures. The businesses of all of the entities comprising Reed Elsevier are collectively referred to in this annual report as “Reed Elsevier”, and the financial statements of the combined businesses are referred to as the “combined financial statements”. In this annual report, references to “we”, “our”, or “us” are to all of the entities comprising Reed Elsevier.

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 fromthird-party sources. Moreover, while we believe our internal surveys are reliable, they have not been verified by any independent source.

SPECIAL NOTE REGARDING FORWARD LOOKINGFORWARD-LOOKING STATEMENTS

This document contains or incorporates by reference a number of forward lookingforward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended, with respect to:

We consider any statements that are not historical facts to be “forward looking“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 lookingforward-looking statement. These differences could be material; therefore, you should evaluate forward lookingforward-looking statements in light of various important factors, including those set forth or incorporated by reference in this document.

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

The terms “estimate”, “project”, “plan”, “intend”, “expect”, “should be”, “will be”, “believe” and similar expressions identify forward lookingforward-looking statements. These forward lookingforward-looking statements are found at various places throughout this annual report and the other documents incorporated by reference in this annual report (see “Item 19: Exhibits” on pages S-3 and S-4 of this annual report).report.

You should not place undue reliance on these forward lookingforward-looking statements, which speak only as of the date of this annual report. We undertake no obligation to publicly update or release any revisions to these forward lookingforward-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

REED ELSEVIER

The selected combined financial data for Reed Elsevier should be read in conjunction with, and is qualified by, the combined financial statements included in this annual report. In addition, as separate legal entities, Reed Elsevier PLC and Reed Elsevier NV prepare separate consolidated financial statements which reflect their respective shareholders’ economic interests in Reed Elsevier accounted for on an equity basis.

All ofThe combined 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 Reed Elsevier (in £) as at and for the years ended December 31, 2013, 2012 and 2011 set out below has been extracted or derived from the audited combined financial statements.statements, included herein. The selected financial data for Reed Elsevier as at and for the years ended December 31, 2010 and 2009 set out below has been extracted or derived from our audited financial statements, which are not included herein, retrospectively restated for the adoption of International Accounting Standard (“IAS”) 19 Employee Benefits (revised).

Combined Income Statement Data⁽¹⁾

Combined Statement of Financial Position Data⁽¹⁾

2011: nil; 2010: nil; 2009: £177 million; 2008: £9 million); nil in respect of exceptional restructuring costs (2011:(2012: nil; 2011: nil; 2010: £57 million; 2009: £182 million; 2008: £152 million); £21£43 million in respect of acquisition related costs (2011:(2012: £21 million; 2011: £52 million; 2010: £50 million; 2009: £48 million; 2008: £27 million); nil in respect of the share of joint ventures’ profit on disposals (2011:(2012: nil; 2011: £1 million credit; 2010: nil; 2009: nil; 2008: nil) and £5£12 million in respect of taxation in joint ventures (2011:(2012: £5 million; 2011: £11 million; 2010: £9 million; 2009: £8 million; 2008: £9 million). Impairment charges in 2009 relate principally to Business Information. Exceptional restructuring costs in 2010 relate only to the restructuring of the Business Information business and in 2009 and 2008 relate to the exceptional restructuring programmes across Reed Elsevier.

(4)

Disposals and other non operating items comprise an £86£11 million profitgain on disposal of businesses (2011:and assets held for sale (2012: £86 million gain; 2011: £12 million loss; 2010: £32 million loss; 2009: £49 million loss; 2008: £86 million loss), a £60 million charge of nil to property provisions on disposed businesses (2011:(2012: £60 million; 2011: £16 million; 2010: £22 million; 2009: £20 million; 2008: nil)million), and a £19£5 million gain relating to the revaluation of held for trading investments (2011:(2012: £19 million; 2011: £6 million gain;million; 2010: £8 million gain;million; 2009: £8 million gain; 2008: £6 million loss)million).

REED ELSEVIER PLC

The selected financial data for Reed Elsevier PLC should be read in conjunction with, and is qualified by, the consolidated financial statements of Reed Elsevier PLC included in this annual report. The results and financial position of Reed Elsevier PLC reflect the 52.9% economic interest of Reed Elsevier PLC’s shareholders in Reed Elsevier, after taking account of results arising in Reed Elsevier PLC and its subsidiaries. These interests have been accounted for on an equity basis.

All ofThe consolidated financial statements are prepared in accordance with accounting policies that are in conformity with IFRS as issued by the IASB and as adopted by the EU. The selected consolidated financial data for Reed Elsevier PLC (in £) as at and for the years ended December 31, 2013, 2012 and 2011 set out below has been extracted or derived from the audited consolidated financial statements, ofincluded herein. The selected financial data for Reed Elsevier PLC.PLC as at and for the years ended December 31, 2010 and 2009 set out below has been extracted or derived from our audited financial statements, which are not included herein, retrospectively restated for the adoption of IAS19 Employee Benefits (revised).

(5)

Weighted average number of shares excludes shares held in treasury and shares held by the Reed Elsevier Group plc Employee Benefit Trust. On January 7, 2008 the existing ordinary shares were consolidated into new ordinary shares on the basis of 58 new ordinary shares for every 67 existing ordinary shares. For the purposes of calculating earnings per share, the effective date of the share consolidation is deemed to be January 18, 2008, being the date on which the accompanying special distribution was paid. On July 30, 2009 Reed Elsevier PLC announced a share placing for 109,198,190 new ordinary shares, representing approximately 9.9% of the company’s share capital prior to the placing. The shares were fully subscribed at a price of 405p per share, raising £435 million, net of issue costs. This share placing was announced in conjunction with a similar share placing by Reed Elsevier NV.

REED ELSEVIER NV

The selected financial data for Reed Elsevier NV should be read in conjunction with, and is qualified by, the consolidated financial statements of Reed Elsevier NV included in this annual report. The results and financial position of Reed Elsevier NV reflect the 50% economic interest of Reed Elsevier NV’s shareholders in Reed Elsevier. These interests are accounted for on an equity basis.

All ofThe consolidated financial statements are prepared in accordance with accounting policies that are in conformity with IFRS as issued by the IASB and as adopted by the EU. The selected financial data for Reed Elsevier NV (in €) as at and for the years ended December 31, 2013, 2012 and 2011 set out below has been extracted or derived from the audited consolidated financial statements, ofincluded herein. The selected financial data for Reed Elsevier NV.NV as at and for the years ended December 31, 2010 and 2009 set out below has been extracted or derived from our audited financial statements, which are not included herein, retrospectively restated for the adoption of IAS19 Employee Benefits (revised).

EXCHANGE RATES

For a discussion of the impact of currency fluctuations on Reed Elsevier’s combined results of operations and combined 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 27, 201228, 2014 was £1.00 = $1.51$1.68 and €1.00 = $1.31.$1.38.

US dollars per £1.00 — Noon Buying Rates

US dollars per €1.00 — Noon Buying Rates

Noon Buying Rates have not been used in the preparation of the Reed Elsevier combined financial statements, the Reed Elsevier PLC consolidated financial statements or the Reed Elsevier NV consolidated financial statements but have been used for certain convenience translations where indicated.

RISK FACTORS

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

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

Our businesses operate in highly competitive markets. These markets continue to change in response to technological innovations, changing legislation, regulatory changes, the entrance of new competitors, and other factors. We cannot predict with certainty the changes that may occur and the effect of those changes on the competitiveness of our businesses. In particular, the means of delivering our products and services, and the products and services themselves, may be subject to rapid technological and other changes. We cannot predict whether technological innovations, changing legislation or other factors will, in the future, make some of our products wholly or partially obsolete or less profitable. Failure to anticipate market trends could impact the competitiveness of our products and services and consequently adversely affect our revenue and profit.

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

Our businesses are dependent on the continued acceptance by our customers of our products and services and the value placed on them. We cannot predict whether there will be changes in the future, either in the market demand or from the actions of competitors, which will affect the acceptability of products, services and prices to our customers. Failure to meet evolving customer needs could impact demand for our products and services and consequently adversely affect our revenue.

Fluctuations in exchange rates may affect our reported results.

Our financial statements are expressed in pounds sterling and euros and are, therefore, subject to movements in exchange rates on the translation of the financial information of businesses whose operational currencies are other than our reporting currencies. The United States is our most important market and, accordingly, significant fluctuations in US dollar exchange rates can significantly affect our reported results and financial position from year to year. In addition, in some of our businesses we incur costs in currencies other than those in which revenues are earned. The relative movements between the exchange rates in the currencies in which costs are incurred and the currencies in which revenues are earned can significantly affect the results of those businesses.

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

The demand for our products and services may be impacted by factors that are beyond our control, including macro economic, political and market conditions, the availability of short term and long term funding and capital and the level of volatility of interest rates, currency exchange rates and inflation. The United States, Europe and other major economies have recently undergone a period of severe economic turbulence, and the global economic environment has recently been less favourable than in prior years and this may continue into the future. Any one or more of these factors may contribute to reduced activity by our customers, may result in a reduction of demand for our products and services, and may adversely affect suppliers and third parties to whom we have outsourced business activities. Further disruption to global credit markets, which has significantly contributed to the recent economic turbulence described above, could have further disruptive consequences for global economic growth and customer demand.

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

Our businesses operate worldwideglobally and our earnings are subject to taxation in many differing jurisdictions and at differing rates. We seek to organise our affairs in a tax efficient manner, taking account of the jurisdictions in which we operate. However, tax laws that apply to our businesses may be amended or interpreted differently by the relevant authorities, which could adversely affect our reported results.

Changes in regulation of information collection and use could adversely affect our revenues and our costs.business.

Legal regulation relating to internet communications, data protection, e-commerce, direct marketing, credit scoring and digital advertising, privacy, information governance and use of public records is becoming more prevalent. Existing and proposed legislation and regulations, including changes in the manner in which such legislation and regulations are interpreted by courts in the United States, the European Union and other jurisdictions 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. For example, many of the products offered by Risk Solutions are governed by the US Fair Credit Reporting Act (“FCRA”), Graham Leach Bliley Act (“GLBA”), Drivers Privacy Protection Act (“DPPA”) and related state laws. Certain of these laws further provide for statutory penalties and attorneys fees for non-compliance. We are unable to predict in what form laws and regulations will be adopted or modified or how they will be construed by the courts, or the extent to which any such laws or interpretation changes might adversely affect our business.

Changes in provision of third party information to us could adversely affect our businesses.

A number of our businesses rely extensively upon content and data from external sources to maintain our databases.sources. Data is obtained from public records, governmental authorities, customers and other information companies, including competitors. In the case of public records, including social security number data which are obtained from public authorities, our access is governed by law. We also obtain the credit header data in our databases from consumer credit reporting agencies. The disruption or loss of data sources, in the future,either because of changes in the law or because data suppliers decide not to supply them, could adversely affect our businesses if we were unable to arrange for substitute sources in a timely manner or at all.products and services.

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

Through our Risk Solutions business, we are party to two consent orders and two subsequent related supplemental orders (the “FTC Settlement Orders”) embodying settlements with the US Federal Trade Commission (“FTC”) that resolved FTC investigations into our compliance with federal laws governing consumer information security and related issues, including certain fraudulent data access incidents. We also entered into an Assurance of Voluntary Compliance and Discontinuance (“AVC”(the “AVC”) with the Attorneys General of 43 states and the District of Columbia in connection with one such FTC investigation. The FTC Settlement Orders and the AVC require us to institute and maintain information security, verification, credentialing, audit and compliance, and reporting and record retention programmes and to obtain an assessment from a qualified, independent third party every two years for twenty years (with the FTC having the right to extend such twenty-year period by up to two additional biennial assessment periods) to ensure that our performance under these information security programmes complies with the FTC Settlement Orders. Failure to comply with the FTC Settlement Orders and the AVC could result in civil penalties and adversely affect our business, operations and reputation.

Breaches of our data security systems or other unauthorised access to our databases could adversely affect our business and operations.

Our businesses provide customers with access to database information such as case law, treatises, journals, and publications as well as other data. Our Risk Solutions business also provides authorised customers with access to public records and other information on US individuals made available in accordance with applicable privacy laws and regulations. There are persons who try to breach our data security systems or gain other unauthorised access to our databases in order to misappropriate such information for potentially fraudulent purposes and we have previously disclosed incidents of such unauthorised access. Because the techniques used by such persons change frequently, we may be unable to anticipate or protect against the threat of breaches of data security or other unauthorised access. Breaches of our data security systems or other unauthorised access to our databases could damage our reputation and expose us to a risk of loss or litigation and possible liability, as well as increase the likelihood of more extensive governmental regulation of these activities in a way that could adversely affect this aspect of our business.

Changes in government funding of, or spending by, academic institutions may adversely affect demand for the products and services of our sciencescientific, technical and medical (“STM”) businesses.

The principal customers for the information products and services offered by our science and medicalSTM publishing businesses are academic institutions, which fund purchases of these products and services from limited budgets that may be sensitive to changes in private and governmental sources of funding. Accordingly, any decreases in budgets of academic institutions or changes in the spending patterns of academic institutions could negatively impact our businesses.business and revenues.

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 are largely comprised of intellectual property content delivered through a variety of media, including journals, books, compact discs, and online, including the internet. We rely on trademark, copyright, patent, trade secret and other intellectual property laws to establish and protect our proprietary rights in these products and services. However, we cannot assure you that our proprietary rights will not be challenged, limited, invalidated or circumvented. Despite trademark and copyright protection and similar intellectual property protection laws, third parties may be able to copy, infringe or otherwise profit from our proprietary rights without our authorisation. These unauthorised activities may be facilitated by the internet.

In addition, whilst there is now certain internet-specific copyright legislation in the United States and in the European Union, there remains significant uncertainty as to the date from which such legislation will be enforced and the form copyright law regulating digital content may ultimately take. In several jurisdictions, including the United States, Australia and the European Union, copyright laws are increasingly coming under legal review. These factors create additional challenges for us in protecting our proprietary rights in content delivered through the internet and electronic platforms. Moreover, whilst non-copyrightable databases are protected in many circumstances by law in the European Union, there is no equivalent legal protection in the United States.

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

The implementation and execution of our strategic and business plans depend on our ability to recruit, motivate and retain high qualityhigh-quality people. We compete globally and across business sectors for talented management and skilled individuals, particularly those with technology and data analytics capabilities,capabilities. An inability to recruit, motivate or retain such people could adversely affect our business performance.

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

From time to time, we acquire businessesWe regularly make small business acquisitions to strengthen our portfolio. Whilst our acquisitions are made within the framework of our overall strategy, which emphasizesemphasises organic development, we cannot assure you we will be able to generate the anticipated benefits such as revenue growth, synergies and/or cost savings associated with these acquisitions. Failure to realize the anticipated benefits of acquisitions could adversely affect our return on invested capital and financial condition.

We cannot assure you whether our substantial investment in electronic product and platform initiatives will produce satisfactory, long term returns.

We are investing significant amounts to develop and promote electronic products and platforms. The provision of electronic products and services is very competitive and we may experience difficulties developing this aspect of our business due to a variety of factors, many of which are beyond our control. These factors may include competition from comparable and new technologies and changes in regulation.

Our businesses may be adversely affected if their electronic delivery platforms, networks or distribution systems experience a significant failure or interruption.

Our businesses are dependent on electronic platforms and distribution systems, primarily the internet, for delivery of their products and services. From time to time we have experienced verifiable attacks on our platforms and systems by unauthorised parties. To date such attacks have not resulted in any material damage to us, however, our businesses could be adversely affected if their electronic delivery platforms and networks experience a significant failure, interruption or security breach.

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

Our organisational and operational structures have increased dependencyare dependent on outsourced and offshored functions. Poor performance or the failure of third parties to whom we have outsourced business functions could adversely affect our business performance, reputation and financial condition.

Our scientific, technical and medical primary publications could be adversely affected by changes in the market.

Our scientific, technical and medical (“STM”)STM primary publications, like those of most of our competitors, are published on a paid subscription basis. There is debate in government, academic and library communities, which are the principal customers for our STM publications, regarding whether such publications should be free and funded instead through fees charged to authors and from governmental and other subsidies or authors’ funders and/or made freely available after a period following publication. If these methods of STM publishing are widely adopted or mandated, it could adversely affect our revenue from our paid subscription publications.

Spending by companies on advertising and other marketing activities, which comprises a significant portion of our revenue, has historically been cyclical.

In 2012 6%2013 4% of our revenue was derived from advertising and 14% from exhibitions.advertising. In Business Information, 30%21% of revenue was derived from advertising in 20122013 compared with 37%30% in 2011.2012. Total advertising revenues for our businesses in 20122013 were £350£240 million compared with £437£350 million in 2011.

2012. Traditionally, spending by companies on advertising and other marketing activities has been cyclical, with companies spending significantly less on advertising in times of economic slowdown or turbulence. In addition, there has been a structural shift of advertising and lead generation to Google and other search engines.

The exhibitions businessExhibitions is similarly affected by cyclical pressures on spending by companies. Additionally, participation and attendance at exhibitions is affected by the availability of exhibition venues and the propensity of exhibitors and attendees to travel. Our results could be adversely affected if the availability of venues or the demand from exhibitors and attendees were reduced, for example due to international security or public health concerns or acts of terrorism or war.

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. Historically, the largest schemes have been of the defined benefit type in the United Kingdom, the United States and the Netherlands. The assets and obligations associated with defined benefit pension schemes are particularly sensitive to changes in the market values of assets and the market related assumptions used to value scheme liabilities. In particular, adverse changes to asset values, discount rates or inflation could increase future pension costs and funding requirements.

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

As at December 31, 2012,2013, goodwill on the combined statement of financial position amounted to £4,545£4,576 million and intangible assets with an indefinite life amounted to £354£347 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 judgemental, and include profit growth of the business over a five year forecast period, the long term growth rate of the business thereafter, and related discount rates. There is no guarantee that our businesses will be able to achieve the forecasted results which have been included in the impairment tests and impairment charges may be required in future periods if we are unable to meet these assumptions.

Our borrowing costs and access to capital may be adversely affected if the credit ratings assigned to our debt are downgraded.

Our outstanding debt instruments are, and any of our future debt instruments may be, publicly rated by independent rating agencies such as Moody’s Investors Service Inc., Standard & Poor’s Rating Services and Fitch Ratings. A rating is based upon information furnished by us or obtained by the relevant rating agency from its own sources and from publicly available information and is subject to revision, suspension or withdrawal by the rating agency at any time. Rating agencies may review the assigned ratings due to developments that are beyond our control. Factors cited as a basis for a ratings downgrade or an assignment of a negative outlook could include the macro economic environment and the level of our indebtedness as a consequence of an acquisition. If the ratings of our debt are downgraded in the future, our borrowing costs and access to capital may be adversely affected.

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

As a world leading global provider of professional information solutions to the science, technical and medical, risk, legal and business sectors, we are expected to adhere to high standards of independence and ethical conduct. Whilst our employees are expected to abide by the Reed Elsevier Code of Ethics and Business Conduct, employees may still fail to abide by its guidelines relating to anti-bribery and principled business conduct. Similarly, whilst our major suppliers are expected to abide by our Supplier Code of Conduct, suppliers may still fail to abide by its guidelineguidelines relating to anti-bribery and principled business conduct. A breach of generally accepted principledethical business standards or applicable statues concerning bribery by our employees or our suppliers could adversely affect our business performance, reputation and financial condition.

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

Our businesses have an impact on the environment, principally through the use of energy and water, waste generation and, in our supply chain, through our paper use and print and production technologies. Whilst we are committed to reducing these impacts by limiting resource use and by efficiently employing sustainable materials and technologies, we cannot assure you that these efforts and expenditures incurred by us in order to comply with either new environmental legislation and regulations, new interpretations or existing laws and regulations or more rigorous enforcement of such laws and regulations will not adversely impact on our businesses or reputation.

ITEM 4: INFORMATION ON REED ELSEVIER

HISTORY AND DEVELOPMENT

Corporate structure

Reed Elsevier came into existence in January 1993, when Reed Elsevier PLC and Reed Elsevier NV contributed their respective businesses to two jointly-owned companies, Reed Elsevier Group plc, a UK registered company which owns the publishing and information businesses, and Elsevier Reed Finance BV, a Dutch registered company which owns the financing activities. Reed Elsevier PLC and Reed Elsevier NV have retained their separate legal and national identities and are publicly held companies. Reed Elsevier PLC’s securities are listed in London and New York, and Reed Elsevier NV’s securities are listed in Amsterdam and New York.

Equalisation arrangements

Reed Elsevier PLC and Reed Elsevier NV each hold a 50% interest in Reed Elsevier Group plc. Reed Elsevier PLC holds a 39% interest in Elsevier Reed Finance BV, with Reed Elsevier NV holding a 61% interest. Reed Elsevier PLC additionally holds a 5.8% indirect equity interest in Reed Elsevier NV, reflecting the arrangements entered into between the two companies at the time of the merger, which determined the equalisation ratio whereby one Reed Elsevier NV ordinary share is, in broad terms, intended to confer equivalent economic interests to 1.538 Reed Elsevier PLC ordinary shares. The equalisation ratio is subject to change to reflect share splits and similar events that affect the number of outstanding ordinary shares of either Reed Elsevier PLC or Reed Elsevier NV.

Under the equalisation arrangements, Reed Elsevier PLC shareholders have a 52.9% economic interest in Reed Elsevier, and Reed Elsevier NV shareholders (other than Reed Elsevier PLC) have a 47.1% economic interest in Reed Elsevier. Holders of ordinary shares in Reed Elsevier PLC and Reed Elsevier NV enjoy substantially equivalent dividend and capital rights with respect to their ordinary shares.

The Boards of both Reed Elsevier PLC and Reed Elsevier NV have agreed, other than in special circumstances, to recommend equivalent gross dividends (including, with respect to the dividend on Reed Elsevier PLC ordinary shares, the associated UK tax credit), based on the equalisation ratio. A Reed Elsevier PLC ordinary share pays dividends in sterling and is subject to UK tax law with respect to dividend and capital rights. A Reed Elsevier NV ordinary share pays dividends in euros and is subject to Dutch tax law with respect to dividend and capital rights.

The principal assets of Reed Elsevier PLC comprise its 50% interest in Reed Elsevier Group plc, its 39% interest in Elsevier Reed Finance BV, its indirect equity interest in Reed Elsevier NV and certain amounts receivable from subsidiaries of Reed Elsevier Group plc. The principal assets of Reed Elsevier NV comprise its 50% interest in Reed Elsevier Group plc, its 61% interest in Elsevier Reed Finance BV and certain amounts receivable from subsidiaries of Reed Elsevier Group plc. Reed Elsevier NV also owns shares, carrying special dividend rights, in Reed Elsevier Overseas BV, a Dutch registered subsidiary of Reed Elsevier Group plc.

Material acquisitions and disposals

Total acquisition expenditure in the three years ended December 31, 2012,2013, including the buy out of non-controlling interests, was £924£1,120 million, net of cash acquired.acquired of £50 million. During 2013, a number of acquisitions were made for total consideration of £239 million, net of cash acquired of £14 million. During 2012, a number of acquisitions, including the buy out of non-controlling interests, were made for a total consideration of £341 million, net of cash acquired of £12 million. During 2011, a number of acquisitions including the buy out of non-controlling interests, were made for a total consideration of £540 million, net of cash acquired. During 2010, a numberacquired of small acquisitions were made for a total£24 million.

Total consideration from disposal transactions closed in 2013 was £331 million, including £6 million in respect of £43 million.

Grossfreehold properties. The net cash proceedsreceived in the calendar year from business disposals, amounted to £242 million (2011: £101 million; 2010: £66 million), including £7 million from the sale of non-controlling interests. Net cash proceeds, before tax, amounted to £160 million (2011: £80 million; 2010: £6 million), after relatedtiming differences and separation and transaction costs, additional pension scheme contributions, and working capital and other adjustments in respect of prior year transactions.was £195 million (2012: £160 million; 2011: £80 million).

Capital expenditure

Capital expenditure on property, plant, equipment and internally developed intangible assets principally relates to investment in systems infrastructure to support electronic publishing activities, computer equipment and office facilities. Total such capital expenditure, which was financed from operatingusing cash flows generated from operations, amounted to £333£308 million in 2012 (2011:2013 (2012: £333 million; 2011: £350 million; 2010: £311 million). In 2012,2013, there was continued investment in new product and related infrastructure, particularly in Legal.the Legal segment. Further information on capital expenditure is given in notes 1615 and 1817 to the combined financial statements.

Principal Executive Offices

The principal executive offices of Reed Elsevier PLC are located at 1-3 Strand, London WC2N 5JR, England. Tel: +44 20 7166 5500. The principal executive offices of Reed Elsevier NV are located at Radarweg 29, 1043 NX Amsterdam, the Netherlands. Tel: +31 20 485 2222. The principal executive office located in the United States is at 125 Park Avenue, 23rd Floor, New York, New York, 10017. Tel: +1 212 309 5498.8100. Our internet address is www.reedelsevier.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, Reed Elsevier, kenneth.thompson@reedelsevier.com, 9443 Springboro Pike, B4/F5/514, Miamisburg, Ohio, 45342.

BUSINESS OVERVIEW

Reed Elsevier is a world leading provider of professional information solutions operating across several market segments: Scientific, Technical & Medical, providing information and tools to help its customers improve scientific and healthcare outcomes; Risk Solutions, providing tools that combine proprietary, public and third-party information, with advanced technology and analytics; Business Information, providing data services, information and marketing solutions to business professionals; Legal, providing legal, tax, regulatory news and business information to legal, corporate, government, and academic markets; and Exhibitions, organising exhibitions and conferences.

Our principal operations are in North America and Europe. For the year ended December 31, 20122013 we had total revenue of approximately £6.1£6.0 billion and an average of approximately 30,50029,000 employees. As at December 31, 20122013 we had approximately 30,40028,000 employees. In 2012,2013, North America represented our largest single geographic market, contributing 52%51% of our total revenue.

Revenue is derived principally from subscriptions, circulation and transactional sales, exhibition fees and advertising sales. In 2012, 49%2013, 52% of Reed Elsevier’s revenue was derived from subscriptions; 26%subscriptions, 44% from circulationtransactional sales and transactional sales; 14% from exhibition fees; 6%4% from advertising sales; and 5% from other sources.sales. An increasing proportion of revenue is derived from electronic information products, principally internet based. In 2012, 64%2013, 66% of our revenue was derived from such sources, including 96% of Risk Solutions revenue, 76% of Legal revenue, 68%72% of Scientific, Technical & Medical revenue, 54%60% of Business Information revenue, and 2% of Exhibitions revenue.

Subscription sales are defined as revenue derived from the periodic distribution or update of a product or from the provision of access to online services, which is often prepaid. Circulation and transactionalTransactional sales include all other revenue from the distribution of a product and transactional salestransactions of online services, usually on cash or credit terms. The level of publishing related advertising sales and exhibition fees has historically been tied closely to the economic and business investment cycle with changes in the profit performance of advertisers, business confidence and other economic factors having a high correlation with changes in the size of the market. Subscription sales and circulation and transactional sales have tended to be more stable than advertising sales through economic cycles.

Revenue is recognised for the various categories as follows: subscriptions — on periodic despatch of subscribed product or rateably over the period of the subscription where performance is not measurable by despatch; circulation and transactional — on despatch or occurrence of the transaction; exhibitions — on occurrence of thetransaction or exhibition and advertising — on publication or period of online display. Where sales consist of two or more independent components whose value can be reliably measured, revenue is recognised on each component as it is completed by performance, based on the attribution of relative value.

Our businesses compete for subscription, circulationtransactional, and transaction, and marketingadvertising expenditures in scientific and medical, risk, legal and business sectors. The bases of competition include, for readers and users of the information, the quality and variety of the editorial content and data, the quality of the software to derive added value from the information, the timeliness and the price of the products and, for exhibitors and advertisers, the quality and the size of the audiences targeted.

For additional information regarding revenue from our business activities and geographic markets, see note 3 to the combined financial statements contained herein.

SCIENTIFIC, TECHNICAL & MEDICAL

In Scientific, Technical & Medical markets, we provide information and tools to help customers improve scientific and healthcare outcomes.

Elsevier is a leading provider of scientific, technical and& medical information and servesserving scientists, health professionals and students worldwide. Its objective is to help its customers advance science and improve healthcare by providing world class informationworld-class content and innovative information solutions that enable them to make critical decisions, enhance productivity and improve outcomes.

Elsevier is a global business with principal operations in Amsterdam, Beijing, Boston, Chennai, Delhi, London, Madrid, Munich, New York, Oxford, Paris, Philadelphia, Rio de Janeiro, St. Louis, San Diego, Singapore and Tokyo. It has 7,0006,700 employees.

In 2013, approximately 67% of revenue came from subscription sales, 30% from transactional sales, and 3% from advertising. Approximately 38% of revenue by destination in 2013 was derived from North America, 30% from Europe and the remaining 32% from the rest of the world. 72% of revenue was delivered electronically.

Elsevier serves the needs of the science, technology and health& medical markets by publishing primary research, reference, and education content, as well as by providing a range of database and workflow solutions. Elsevier’s customers are scientists, academic institutions “educators”, research leaders and administrators, medical researchers, doctors, nurses, allied health professionals and students, as well as hospitals, research institutions, health insurers, managed healthcare organisations, research-intensive corporations, and governments. All of these customers rely on Elsevier to provide high qualityhigh-quality content and critical information for making scientific and medical decisions; to review, publish, disseminate and preserve research findings; to create innovative tools to help focus research strategies, increase research effectiveness, improve medical outcomes, and enhance the efficiency of healthcare and healthcare education.

In 2012, approximately 65% of revenue came from subscription sales, 27% from circulation and transactional sales, 3% from advertising, and the remaining 5% from other sources. Approximately 40% of revenue by destination in 2012 was derived from North America, 31% from Europe and the remaining 29% from the rest of the world. 68% of revenues were delivered electronically.

In the primary research market during 2012,2013, over 1 million research papers were submitted to Elsevier, a double digit increase on the prior year.Elsevier. Over 10,000 editors managed the peer review and selection of these papers, resulting in the publication of more than 330,000350,000 articles in almost 2000over 2,000 journals, many of which are the foremost publications in their field and a primary point of reference for new research. This content was accessed by around 11 million people, with nearlymore than 700 million full text article downloads last year.in 2013. Content is provided free or at very low cost in most of the world’s poorest countries. Elsevier’s journals are primarily published and delivered through theScienceDirectplatform, the world’s largest database of scientific and medical research, hosting over 1112 million articles,pieces of content, and over 11,00026,000 full-text e-books. Flagship journals includeCellandThe Lancetfamilies of titles.

In 2013 Elsevier continuously innovatesacquired Mendeley, an innovative research management and social collaboration platform. Researchers use Mendeley’s desktop and cloud-based tools to improve the utilitymanage and effectiveness of its journals. For example, its “Article of the Future” enhances the traditional scientific paperannotate documents, create citations and bibliographies, collaborate on research projects and network with new and broader types of content, such as links to experimental data, related content, and enhanced media to supplement the article’s text.fellow academics.

Elsevier is also a global leader in the scientific, technical and& medical reference market, providing authoritative and current professional reference content. While reference has traditionally been a print industry, Elsevier has been a leader in driving the shift from print to electronic. Elsevier publishes over 20,000 reference titles, with 1,400 new titles published annually along with supporting bibliographic data, indices and abstracts. Approximately 85% of these titles are available electronically. Flagship titles include works such asGray’s Anatomy,Nelson’s PediatricsandNetter’s Atlas of Human Anatomy.

Elsevier launchedClinicalKeyin 2012, a product that allowsproviding physicians with access to access the leading Elsevier and third-party reference and evidence-based medicinemedical content in a single, fully-integrated site.fully integrated site.Since launchClinicalKeyincludes a full taxonomy has grown rapidly, and improved smart content search to help clinicians look up detailed information on highly specific topics as they seek to answer clinical questions. The platform covers Elsevier’s as well as relevant third-party health content.ClinicalKeyhas already been deployed at leading teaching hospitals, such as Oxford University’s John Radcliffe, the Cleveland Clinic, and the US Department of Veterans Affairs.currently serves over 1,000 institutions.

In medical education, Elsevier serves students of medicine, nursing and allied health professions through print and electronic books, as well as electronic solutions. For example, itsEvolveportal provides a rich resource, an online suite of solutions designed to support facultyhelp students of nursing and students and now hasallied health professionals, had over 3.54 million registered users;Evolve Reachprovides online review and testing tools for nursing and the allied health professions;Evolve Teach provides online resources and solutions to support faculty.users in 2013.

Elsevier’s database and workflow products provide a range of tools and solutions for professionals in the science, technical, and medical fields. Customers include academic and corporate researchers, research administrators and healthcare professionals.

For academic and corporate researchers, significant products includeScopus,GeofacetsReaxys, andReaxysKnovel.Scopusis the largest abstract and citation database of research literature in the world, with abstractsover 50 million abstract and bibliographic information on almost 50 million scientific research articles

records from 19,500 peer reviewedmore than 20,000 peer-reviewed journals and 5,000 international publishers.Geofacetsis an oil and gas exploration tool which packages research-relevant Elsevier and third-party geological content and tags that content to enable rich search functionality.Reaxysis a leading solution for synthetic chemists, integrating chemical reaction and compound data searching with synthesis planning.

In December 2012, Elsevier acquiredKnovel,provides a range of web-based provider of productivity tools for the engineering community, integrating technical information with analytics and search to deliver trusted answers and drive innovation.

Elsevier serves academic and government research administrators through itsSciValsuite of products that help them evaluate their institutions’ research performance, determine research strategies and increase institutional efficiencies. Leveraging bibliometric data, such as citations fromScopus,SciVal Spotlighthelps institutions and governments to identify their distinctive research strengths, evaluate performance and increase the focus of their research and development investments.SciVal Fundingassists researchers and institutions in identifying grants that are most relevant in their research areas.

In August 2012, Elsevier bolstered its research management portfolio by acquiringAtira, a provider of software and tools that complement theSciValplatform and help academic institutions and researchers improve their research outcomes.

For healthcare professionals, Elsevier develops products to deliver patient-specific solutions at the point of care to improve patient outcomes. Its clinical solutions includeGold Standard, which provides critical information on drug interactions to assist effective treatment andCPM Resource Center, which provides a data-driven framework to support nurses in undertaking procedures.

Elsevier further bolstered its clinical solutions portfolio with the acquisition in September 2012 ofExitCare, a provider of patient education and discharge instructions.ExitCare’sproducts, incorporated into Elsevier’s clinical decision support content and tools, will help healthcare providers improve the delivery of healthcare information and services across all care environments.

Market Opportunitiesopportunities

Scientific, Technicaltechnical & Medicalmedical information markets have good long-term demand growth characteristics. The importance of research and development to economic performance and competitive positioning is well understood by governments, academic institutions and corporations. This is reflected in the long-term growth in research and development spend and in the number of researchers worldwide.

Growth in health markets is driven by ageing populations in developed markets, rising prosperity in developing markets and the increasing focus on improving medical outcomes and efficiency. Given that a significant proportion of scientific research and healthcare is funded directly or indirectly by governments, spending is influenced by governmental budgetary considerations. The commitment to research and health provision does, however, remain high, even in more difficult budgetary environments.

Strategic Prioritiespriorities

Elsevier’s strategic goal is to providelead the way in providing information solutions that advance science, technology and improve health. To achieve this, Elsevier creates solutions that reflect deep insight into the way its users work and the outcomes they are seeking to achieve; drivesstrives for excellence in content, service and technology;execution; constantly adapts and revitalises its products, solutionsbusiness models and business models;technology; and leverages its sharedinstitutional skills, assets and resources and knowledge to promote innovation efficiency and excellence in execution.efficiency.

For academic and corporate researchers,Elsevier’s strategic priorities are to continue to strengthen journal brandsincrease content volume and the quality of published articles,quality; to expand content coverage, building out integrated solutions combining Elsevier, third-party and customer data; to increase content utility, using “Smart Content” to enable new e-solutions; to combine content with analytics and technology, focused on measurably improving productivity and outcomes for customers; and to further improve scientific communicationcontinue to drive operational efficiency and user experience witheffectiveness.

In the primary research market, Elsevier aims to grow volume through new journal launches, expansion of author-pays journals and growth from emerging markets; to enhance quality by building on our journal content. Elsevier is focusedpremium brands; and to add value to core platforms by implementing new capabilities such as advanced recommendations on delivering journal content quickly, making it availableScienceDirectand social collaboration through different access channels, and exploring a range of innovative new business models. Elsevier will also build new services, and add greater functionality and utility to existing solutions to improve researcher productivity.Mendeley.

For science and health professionals,In clinical reference markets, priorities are to continue enhancing the quality and relevance of ourexpand content and our workflow tools, while actively managing the ongoing format shift from printcoverage, including licensing high-quality third-party content forClinicalKey, as well as ensuring consistent tagging to electronic information.

For students, priorities are to continue to provide the highest quality educationallink content and tools and to develop an even better customer experience. In addition, Elsevier will develop tools to track student performance, train new faculty members, and improve the effectiveness of existing faculty staff.assets across products.

Business Model, Distribution Channelsmodel, distribution channels and Competitioncompetition

Science and medical research is principally disseminated on a paid subscription basis to the research facilities of academic institutions, government and corporations, and, in the case of medical and healthcare journals, also to individual practitioners and medical society members. For a number of journals, advertising and promotional income represents a small proportion of revenues predominantly from pharmaceutical companies in healthcare titles.

Over the past 15 years alternative payment models for the dissemination of research such as so-called “author-pays open access” or “author’s-funder-pays” have emerged. While it is expected that paid subscription will remain the primary distribution model, Elsevier has long invested in alternate business models to address the needs of customers and researchers. Over 1,5001,600 of Elsevier’s journals now offer the option of funding research publishing and distribution via a sponsored article fee. In addition, Elsevier now publishes around 30 “author-pays”more than 50 open access journals.

Electronic products, such asScienceDirect,ScopusandClinicalKey, are generally sold direct to customers through a dedicated sales force that has offices around the world. Subscription agents facilitate the sales and administrative process for print journals. Books are sold through traditional and online book stores, wholesalers and, particularly in medical and healthcare markets, directly to end users.

Competition within science and medical publishing is generally on a title-by-title and product-by-product basis. Competing journals, books and databases are typically published by learned societies and other professional publishers. Workflow tools face similar competition as well as from software companies and internal solutions developed by customers.

Major Brandsbrands

Elsevier is the master brand used for the business.

Elsevier’s major brands include:Cell, a life sciences journal in biochemistry and molecular biology; andThe Lancet, one of the world’s leading medical journals since 1823. Many other products and journals are major brands in their fields, including:ScopusMendeley, a scientific abstractan innovative research management and citation database;social collaboration platform;SciVal, research performance tools for academic institutions and funding intelligence;pharmapendiumReaxys,, an online drugs safety database that supports drug development researchers;a leading web-based chemical reaction workflow solution for industrial chemists;ClinicalKey,combines reference and evidence-based medical content into its fully-integrated clinical insight engine;Geofacets,an extensive database of georeferenced geological maps;ScienceDirect,the world’s largest database of scientific and medical research articles; andCPM CarePoints,a leading comprehensive care planning and clinical documentation system.

RISK SOLUTIONS & BUSINESS INFORMATION

In Risk Solutions & Business Information, we provide data, analytics and insight that enable customers to evaluate and manage risks,risk, and develop market intelligence, supporting more confident decisions, improved economic outcomes, and enhanced operational efficiency.

RISK SOLUTIONS

LexisNexis Risk Solutions is a leading provider of solutions that combine proprietary, public and third-party information, with advanced technology and analytics.analytics, and are powered by High Performance Computing Cluster (HPCC) Systems. These solutions assist customers in evaluating, predicting and managing risk and improving operational effectiveness, predominantly in the US.

LexisNexis Risk Solutions, is headquartered in Alpharetta, Georgia, has principal operations in Georgia, Florida, and Ohio, and has 4,1003,300 employees.

In 2012,2013, approximately 86%84% of Risk Solutions’ revenue came from circulation and transactional sales 11%and 16% from subscription sales, and the remaining 3% from other sources.sales. 96% of Risk Solutions’ revenue is delivered electronically.

LexisNexis Risk Solutions is organised around market facingmarket-facing industry/sector groups: insurance, business services (including the financial services, receivables management and corporate groups), government and government.healthcare. The most significantlargest of these is insurance. These groups are supported by a shared infrastructure for technology operations, data management, and other support functions including compliance and marketing. A number of transactional support activities, including some financial processes, are provided from a shared services organisation managed by the LexisNexis Legal & Professional business. The Legal & Professional business also distributes Risk Solutions products into legal markets in the US and internationally.

Insurance Solutions provides a comprehensive combination of data and analytics to property and casualty, (P&C) personal and commercial lines insurance carriers and life insurance carriers in the US to improve critical aspects of their business, from customer acquisition and underwriting to claims handling. Information solutions, including the US’s most comprehensive US personal loss history database,C.L.U.E.^®, help insurers assess risks and provide important inputs to pricing and underwriting insurance policies. Additional key products includeLexisNexis^®Data Prefill, which provides critical information on customers, potential customers and their auto, ownershipproperty and life policy information directly into the insurance workflow, andLexisNexis^®Current Carrier, which identifies current or previous insurance as well as any lapses in coverage.

Business Services provides financial institutions with risk management, identity management, fraud detection, credit risk management, and compliance solutions. These include “know your customer” and anti-money laundering (“AML”) products. The business also provides risk and identity management solutions for corporate customers in retail, telecommunications and utilities sectors. Receivables management solutions help debt recovery professionals in the segmentation, management and collection of consumer and business debt.

Government Solutions provides data and analytics to US federal, state and local law enforcement and government agencies to help solve criminal and intelligence cases and to identify fraud, waste and abuse in government programmes.

Health Care Solutions provides identity, fraud and clinical analytics solutions across key stages of thehealthcareworkflow to enable intelligent decision making for payers and providers.

The LexisNexis Risk Solutions business also provides risk-related information to the legal industry through LexisNexis Legal & Professional.

LexisNexis Risk Solutions continues to focus on developing a pipeline of new solutions to drive growth in existing business segments and selected adjacent markets and geographies. For example, inIn 2013,this strategy was reinforced with a number of focused acquisitions.

In the UK,Insurance business, LexisNexis Risk Solutions has launchedacquired Mapflow, an industry-leading geographic risk assessment technology company based in Dublin, Ireland. Mapflow’s technology combined with Risk Solutions’ comprehensive data, advanced analytics, supercomputing platform (HPCC Systems) and linking capabilities help commercial and home insurers better understand property-level geographic peril risk to make more informed underwriting decisions.

In Business Services, LexisNexis Risk Solutions acquired the remaining stake in WorldCompliance, a new product that uses public informationleading provider of customer and vendor screening content, to help insurers assesscomplement our existing AML and segment risk more effectively among motor insurance customerscompliance solutions. LexisNexis Risk Solutions also acquired RSA Security’s consumer Knowledge Based Authentication technology to drive further innovation and is planning to launch additional innovative products to facilitate sharingstrengthen its leadership position in identity management. In Health Care, the acquisition of data across motor insurers, improving insurers’ ability to understand underwriting risks. InEnclarity supplements the government segment, customers are adoptingexisting identity and fraud, detection, waste, and abuse solutions which enable government agencieswith the most comprehensive provider information available. The transition of MEDai from Elsevier to identify incidencesRisk Solutions’ Health Care business was announced, enabling the combination of taxMEDai’s clinical expertise with Risk Solutions’ analytics, data, and benefits fraud, and boost revenue collections. Risk Solutions has also continuedHPCC technology to broaden its portfolio of identity management solutions, including one-time-password and biometric solutions, and has made existing identity products more configurable to address the specific needs of customers across our market segments.create leading clinical analytics solutions.

The identity verificationmanagement and risk evaluation solutions provided by Risk Solutions utilise a comprehensive database platforms of public records and proprietary information with more than 2,000 terabytes2 petabytes of unique data, which makes it the largest database of its kind in the US market today.LexisNexis Accurintis a flagship product, powered by the High Performance Cluster Computing (HPCC)HPCC technology. Thismarket-leading technology enables LexisNexis Risk Solutions to provide its customers with highly relevant search results swiftly and to create new, low-cost solutions quickly and efficiently. It is also increasingly used across other Reed Elsevier markets such as Legal and Scientific, Technical & Medical.

In JanuaryFebruary 2013, Risk Solutions announcedcompleted the sale of its Screening business. This will allowallows it to increase its focus onhigher-growth segments leveraging its core data, technology and analytical capabilities. The Screening business presented limited opportunities to apply these capabilities to generate unique customer value, sustained growth, and superior margins.

Market Opportunitiesopportunities

Risk Solutions operates in markets with strong long-term underlying growth drivers including: insurance underwriting transactions; insurance, healthcare, tax and entitlement fraud; credit defaults and financial fraud; regulatory compliance and due diligence requirements surrounding customer enrolment; and security and privacy considerations.

In the insurance segment, growth is supported by increasing transactional activity in the auto, property and life insurance markets and the increasing adoption by insurance carriers of more sophisticated data and analytics in the prospecting, underwriting and claims evaluation processes, to assess underwriting risk, increase competitiveness and improve operating cost efficiency. Transactional activity is driven by product extensions across insurance carriers’ workflow and growth in insurance quoting and policy switching, as consumers seek better policy terms. This activity is stimulated by increasing competition between insurance companies, high levels of carrier advertising, and rising levels of internet quoting and policy binding.

A number of factors support growth for risk solutions in the financial services market, including new credit originations, continued high fraud losses, stringent regulatory compliance requirements and increasing anti-money laundering fines. In receivables management, demand is driven mainly by levels of consumer debt and the prospect of recovering that debt, which is impacted by employment conditions in the US. In corporate markets, demand is supported by growth in online retail sales and continued high levels of credit card fraud. Growth in government markets is driven by the increasing use of data and analytics to combat criminal activity, fraud, and tax evasion and to address security issues. The level and timing of demand in this market is influenced by government funding and revenue considerations. In Health Care, there are numerous growth drivers for fraud and analytics solutions including the expansion of insurance coverage under the Affordable Care Act and the focus on cost containment and better patient outcomes.

Strategic Prioritiespriorities

Risk Solutions’ strategic goal is to make businesses and government more effective, through a better understanding of the risks associated with individuals, other businesses and transactions and by providing the highest quality tools to help

manage those risks efficiently and cost effectively. To achieve this, Risk Solutions is focused on: delivering innovative new products across customer workflows; expanding the range of risk management solutions across adjacent markets; addressing international opportunities in selected markets to meet local risk management needs; and continuing to strengthen its content, technology and analytical capabilities.

Business Model, Distribution Channelsmodel, distribution channels and Competitioncompetition

LexisNexis Risk Solutions’ products are predominantly sold directly, with pricing mostly on a transactional basis for insurance carriers and corporations, and primarily on a subscription basis for government entities.

LexisNexis Risk Solutions and Verisk, a competitor, each sell data and analytics solutions to insurance carriers but largely address different activities. LexisNexis Risk Solutions’ principal competitors in commercial and government sectors include Thomson Reuters and major credit bureaus, which in many cases addressingaddress different activities in these sectorssegments as well.

Major Brandsbrands

LexisNexis is the master brand used by LexisNexis Risk Solutions.

LexisNexis Risk Solutions’ major brands include:C.L.U.E.^®, a comprehensive US personal insurance claims database;LexisNexis^®Data Prefill, tools to automate the insurance application process providing critical information insurers need to quote and underwrite a policy;Accurint^® for Collections, a leading online US solution to help locate debtors quickly and accurately;LexisNexis^® Identity Management, a range of solutions to help clients verify that an identity exists and authenticate individuals;LexisNexis^® Anti-Money Laundering Solutions, content and information for anti-money laundering compliance, risk mitigation and enhanced due diligence;LexisNexis^® Current Carrier,database that identifies the existence of current or previous insurance, and whether or not the applicant has had a possible lapse in coverage;LexisNexis^® RiskView,comprehensive suite of credit risk management tools to help assess consumer creditworthiness and risk potential; andLexisNexis^® Revenue Recovery and Discovery,a suite of tools to enable governments to leverage public records and analytics to identify instances of fraud and to more efficiently collect on outstanding debts.

BUSINESS INFORMATION

Reed Business Information (“RBI”) provides information and online data services to business professionals worldwide. RBI provides its customers with high-value industry critical data services, information and marketing solutions to business professionals across industries globally. It produces industry critical data services and lead generation tools online community sites as well as producing conferences, websites and business magazinesmagazines. It has many strong global brands with market leadingmarket-leading positions in manyacross a wide range of industry sectors.

RBI is a global business with principal operations in London, Amsterdam, Chicago, Atlanta and Shanghai. RBI has 3,900 employees worldwide. Approximately 27%28% of Business Information revenue in 20122013 came from North America, 19%20% from the United Kingdom, 39% from Continental Europe and 15%13% from the rest of the world.

RBI is a global business headquartered in Sutton in the UK and in addition has principal operations in London, Amsterdam, Skokie (Illinois), Norcross (Georgia) and Boston (Massachusetts) in the US, as well as Paris, Milan and Shanghai. RBI has 4,800 employees worldwide.

RBI’s customers use its data and online services to help make key strategic decisions, and reduce risk, to improve productivity and performance, andto identify new business opportunities.opportunities and to reduce risk. RBI’s magazines and websites deliver high valuehigh-value news, information and opinion to business professionals across many industry sectors while also providing an effective marketing channel for customers. RBI’s online marketing solutions bring buyers and sellers together through a range of innovative digital channels.

RBI’s market leadingmarket-leading data services include:ICIS, an information and pricingdata service in chemicals, fertilisers and energy;BankersAccuityAccuity, a provider of payment routing data, anti-money laundering (AML) services and compliance informationsolutions to the banking and corporate sectors;sectors focused on payment efficiency, “know your customer”, anti-money laundering (“AML”) and compliance;XpertHR, an online service providing regulatory guidance, best practices and tools for HR professionals; andReed Construction Data, a provider of online construction data and information to the construction industry.

RBI’s other leading brands includeFlightGlobal,New Scientist,Farmers Weekly,Estates Gazette,Elseviermagazine andBoerderij. Online marketing solutions includeemedia, an email bulletin based lead generation service andBuyerZone, a web-based request for quotation (RFQ) service.

In 2012,2013, RBI continued to reshape its portfolio, significantly, addressing continued growth opportunities in data services while exiting areas not core to its paid content strategy. In addition, the business continued to focus on cost efficiency across the traditional publishing businesses.

As part of this strategy RBI sold Totaljobs Group, comprising seven recruitment job boards, created organically by RBI. RBIhas continued to create value from its existing magazine brands, while exiting a number of titles includingVariety, the entertainment market title in the US, and those in the electronics and catering markets in the UK. In January 2013, RBI announced that it had completed the sale of RBI Australia. RBI is in a process to exit its operationsMarketing Solutions businesses. Approved Index was sold in Spain.2013,BuyerZone has been sold since year end and the sale process of emedia is ongoing. In addition, RBI completed its exit of its publishing businesses in Australia, France, Spain and Italy.ICIS made a small acquisition in the carbon trading information space,Tschach Solutions.

Market Opportunitiesopportunities

The growing need for high qualityhigh-quality industry data and information and insight is driving demand for online subscription data services and providing new opportunities. Business-to-business marketing spend has historically been driven by levels of corporate profitability, which itself has followed GDP growth, and business investment.

Strategic Prioritiespriorities

RBI’s strategic goal is to help business professionals achieve better outcomes with information and decision support in its individual markets. Its areas of strategic focus are: further growing the data services businesses; restructuring the business magazinesadvertising-driven portfolio and advertising-driven portfolio; developingfocusing other products on paid content services in key markets and supporting print franchises through brand extensions and redesign;content; and driving further organisational effectiveness.

Business Model, Distribution Channelsmodel, distribution channels and Competitioncompetition

Across the RBI portfolio, user and subscription revenues now account for 69%78% of the total business with the remaining 31%22% derived from print and online advertising and lead generation. RBI electronic revenue streams now account for 54%60% of total revenue.

Data services are typically sold directly on a subscription or transactional basis. Business magazines are mainly distributed on a paid basis. Advertising and lead generation revenues are sold directly or through agents.

RBI’s data services and titlesproducts compete with a number of publishersinformation providers on a service and title-by-title basis including: UBM,IHS, McGraw Hill and Wolters Kluwer as well as many niche and privately-ownedprivately owned competitors. RBI competes for online advertising with other business-to-business websites, as well as Googlesearch engines and other search engines.social media.

Major Brandsbrands

RBI’s major brands include:ICIS,a global provider of news, price benchmarks, data, analytics and research to the energy, chemical and fertiliser industries;Reed Construction Data,a provider of actionable insight for the construction industry through cost data, project leads, market intelligence and marketing solutions;NewScientist,a science and technology media brand;Flightglobal,data, news and advisory services for professionals working in the global aviation industry;XpertHR,online services with reference data, compliance information and good practice guides for HR professionals;Elsevier,newsa leadingnews and opinion servicemagazine in the Netherlands;BankersAccuity,Accuity,payment routing data, AML services and compliance tools for the banking and corporate sectors worldwide;estatesgazette,news, data and research services for the UK commercial property industry; andemedia,Farmers Weeklydigital lead generation services in the US, UK, news, insight and Europe.software solutions for farmers and agricultural businesses.

LEGAL

well as public records information and analytics. Through its litigation solutions, LexisNexis provides lawyers with a suite of tools covering case preparation to processing and review to trial preparation. LexisNexis partners with law schools to provide services to students as part of their training.

In 2012,2013, LexisNexis introduced in the US twocontinued to release new releasesversions ofLexis Advance, an innovative web application designed to transform how legal professionals conduct research. Built on an advanced technology platform,Lexis Advanceallows primary researchers within legal and professional organisations to find highly relevant information more easily and efficiently, helping them to drive better outcomes. Future releases will continue to expand content and outreach and add new innovative tools. LexisNexis employs lawyers and trained editors with professional legal backgrounds who review, annotate and update the legal content to help ensure each document in the collection is current and comprehensive. This domain expertise combined with the application of Reed Elsevier’s “big data” HPCC technology means LexisNexis is able to update its entire legal collection faster and more efficiently, while also identifying and linking content, enabling customers to uncover previously undiscovered relationships between documents.

New workflow and analytical tools and content sets are regularly introduced onLexis Advance. For example, in 2013 LexisNexis launchedMedMal Navigator, a workflow tool that integrates medical and legal research with case facts, assisting attorneys in determining their course of action. Also, LexisNexis launched new modules forLexis Practice Advisorin the US in 2012,, a web-based practical guidance product tailored for attorneys who handle transactional matters. Additionally, LexisNexis introduced a legal news solutionstrengthened its core content offering through the acquisitionacquisitions ofLaw360 Sheshunoff and A.S. Pratt and analytical titles from Oxford University Press — providing attorneys with breaking newsenhanced information in online and analysis by practice area to supplement the legal research process.ebooks formats.

In litigation solutions, LexisNexis launched its web-enabled Early Data Analyzer which enables users to determine the nature and amount of relevant data in a lawsuit at its source location. Additionally, LexisNexis released a new version ofHosted Concordance Evolutionwhich is a fully hosted service that delivers supporting the direct import of files fromLAW PreDiscovery — reducing time, costs and storage needs by streamlining electronic discovery review capabilities on an “on-demand” basis.Sanction Solutionswas also acquired, adding trial presentation software to the LexisNexis suite of litigation offerings.

The web-based marketing services group assists law firms in their client development throughlawyers.com and providing them with website development, search engine optimisation and other web marketing services.workflow.

LexisNexis Business of Law Software Solutions provides law firms with practice management solutions, including time and billing systems, case management, cost recovery and document management services.

In August 2013, LexisNexis Martindale-Hubbell and Internet Brands announced the set-up of a joint venture, bringing togetherMartindale-Hubbell lawyer directory, includingLawyers.com, with Internet Brands’ online marketing services for lawyers.

In International markets outside the United States,US, LexisNexis serves legal, corporate, government, accounting and academic markets in Europe, Canada, Africa and Asia Pacific with local and international legal, regulatory and business information. The most significant businesses are in the UK, France, Australia, Canada and South Africa.

LexisNexis focuses on providing customers with leading collections of content and innovative online solutions to help legal and business professionals make better decisions more efficiently. Penetration of online information services has grown strongly and electronic solutions now account for 58%60% of revenue outside the US.

In the UK, LexisNexis is a leading legal information provider offering an unrivalled collection of primary and secondary legislation, case law, expert commentary, and forms and precedents. Its extensive portfolio includes a number of heritage brands:Halsbury’s,Tolleys, andButterworths. The content is delivered through multiple formats — from print to online to mobile apps and embedded in customers’ workflow.

In 2012,2013, LexisNexis launched additional modules offor the UKLexisPSLproduct suite which provides lawyers a single destination for their practical legal information needs with direct links to the relevant cases, legislation, precedents, forms, practical guidance and expert commentary. The ability to drive measurable customer value was recognised by the British Legal Awards which has named LexisNexis UK ‘2012 Supplier of the Year’ for its innovation, authoritySimilar practical guidance services were launched in Canada, South Africa and understanding of law firms’ needs. A similar service is being launched across other markets — Australia already has 13 practice area modules and by the end of next year it will have more.Australia.

In France, LexisNexis is a leading online provider of information to lawyers, notaries and courts. A heritage brandJurisClasseurand leading authoritative content is provided through multiple formats — lexisnexis.fr, mobile and in print. These content sources are, as in the UK, being combined with new content and innovative workflow tools to develop practical guidance and practice management solutions. In 2012,2013, LexisNexis France launchedcontinued to enhanceLexis 360, the first semantic search online tool combining legal information, practical content and results from the web.web by providing tailored solutions for the notary market.

Following the success ofLexis for Microsoft Office(LMO) in the US and Canadian markets, a Canadianan Australian version was launched in 2012.2013. LMO enables customers to access LexisNexis content and services via add-ins/toolbars within Microsoft Word and Outlook.

In 2012,2013, LexisNexis Legal & Professional strengthened its positions in Asia through acquisitions and enhanced products

created specifically for legal professionals and practitioners, corporate counsels, legal researchers and government institutions in markets including India, China and Japan. In Japan,China, LexisNexis launchedacquiredLexis AS ONELegalStudio, a product created specifically for corporate complianceleading provider of model contracts and legal professionals to help navigate the complex regulatory environment.practical guidance, strengthening its position in high-growing Corporate and Intellectual Property practice areas.

Market Opportunitiesopportunities

Longer termLonger-term growth in legal and regulatory markets worldwide is driven by increasing levels of legislation, regulation, regulatory complexity and litigation, and an increasing number of lawyers. Additional market opportunities are presented by the increasing demand for online information solutions and practice management tools that improve the quality and productivity of research, deliver better legal outcomes, and improve business performance. Notwithstanding this, legal activity and legal information markets are also influenced by economic conditions and corporate activity, as has been seen with the dampening impact on demand of the recent global recession and the somewhat subdued environment that followed in North America and in Europe.

Strategic Prioritiespriorities

LexisNexis Legal & Professional’s strategic goal is to enable better legal outcomes and be the leading provider of productivity enhancingproductivity-enhancing information and information-based workflow solutions in its markets. To achieve this LexisNexis is focused on introducing next generation products and solutions on the global New Lexis platform and infrastructure; leveraging New Lexis globally to continue to drive print to electronic migration and long-term international growth; and upgrading operational infrastructure, improving process efficiency and gradually improving margins.

In the US, LexisNexis’ focus is on the continuing development of next generation legal research and practice solutions. It is also conducting a major upgrade in operations infrastructure and customer service and support platforms. This will provide customers with an integrated and superior experience across US legal research, litigation services, practice managementmultiple products and client development.solutions. Over the next few years progressive product introductions, often based on the New Lexis platform, leveraging big data HPCC technology, will combine advanced technology with enriched content, sophisticated analytics and applications to enable LexisNexis’ customers to make better legal decisions and drive better outcomes for their organisations and clients.

Outside the US, LexisNexis is focused on growing online services and developing further high qualityhigh-quality actionable content and workflow tools, including the development of practical guidance and practice management applications. In 2013,2014, LexisNexis will begincontinue to introduceNewintroduce New Lexis globally. Additionally, LexisNexis is focusing on the expansion of its activities in emerging markets.

Business Model, Distribution Channelsmodel, distribution channels and Competitioncompetition

LexisNexis Legal & Professional products and services are generally sold directly to law firms and to corporate, government, accounting and academic customers on a paid subscription basis, with subscriptions with law firms often under multi-year contracts.

Principal competitors for LexisNexis in US legal markets are West (Thomson Reuters), and CCH (Wolters Kluwer),. In news and business information they are Bloomberg and Factiva (News Corporation) in news and business information.. Competitors in litigation solutions also include software companies. Significant international competitors include Thomson Reuters, Wolters Kluwer and Factiva.

Major Brandsbrands

LexisNexis is the master brand used by LexisNexis Legal & Professional.

LexisNexis Legal & Professional’s major brands include:Lexis^®, legal, news and public records content for legal professionals;Matthew Bender^®, critical analysis, checklists, forms, and practice guides authored by industry experts covering over 50 major practice areas;Lexis^®Library, LexisNexis^® for Microsoft^® Office, an integration of LexisNexis content, open Web search and Microsoft Office;Lexis^®Library, LexisNexis UK flagship legal online product;Lexis^®PSL, LexisNexis^® UK legal practical guidance

service;JurisClasseur, an authoritative online legal resource in France;Shepard’s^®, a citation service;Lexis Advance^™, a new online legal research tool that transforms the way legal professionals conduct research; andLexis^® Practice Advisor, a new resource that offers guidance to help attorneys handle transactional matters more efficiently and effectively.

EXHIBITIONS