UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB Number: 3235-0145
Estimated average burden
hours per response: 10.4

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 758205207

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Lloyds Banking Group plc

IRS Identification Number 000000000

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United Kingdom

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
47,696,928

6.

Shared Voting Power

7.

Sole Dispositive Power
47,696,928

8.

Shared Dispositive Power

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
47,696,928

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
3.977%

12.

Type of Reporting Person (See Instructions)
HC

Item 1.

(a)

Name of Issuer
Reed Elsevier Plc

(b)

Address of Issuer’s Principal Executive Offices
1-3 Strand

London WC2N 5JR

United Kingdom

Item 2.

(a)

Name of Person Filing
Lloyds Banking Group plc

(b)

Address of Principal Business Office or, if none, Residence
The Mound

Edinburgh

Scotland EH1 1YZ

United Kingdom

(c)

Citizenship
United Kingdom

(d)

Title of Class of Securities
Ordinary shares of GBP 0.1444 each

(e)

CUSIP Number
758205207

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

x

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

47,696,928

(b)

Percent of class:   

3.977%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

47,696,928

(ii)

Shared power to vote or to direct the vote    

      .

(iii)

Sole power to dispose or to direct the disposition of   

47,696,928

(iv)

Shared power to dispose or to direct the disposition of   

      .

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Scottish Widows Investment Partnership Limited, a company registered in England and Wales, Company No. 794936, is a wholly owned subsidiary of Lloyds Banking Group plc.

Lloyds TSB Private Banking Limited, a company registered in England and Wales, Company No. 2019697, is a wholly owned subsidiary of Lloyds Banking Group plc.

CMI Insurance (Luxembourg) S.A., a company registered in Luxembourg, Company No. B67803, is a wholly owned subsidiary of Lloyds Banking Group plc.

CMI Fund Managers (IOM) Limited, a company registered in the Isle of Man, Company No. 40572, is a wholly owned subsidiary of Lloyds Banking Group plc.

Lloyds TSB Offshore Limited, a company registered in Jersey, Company No. 4029, is a wholly owned subsidiary of Lloyds Banking Group plc.

Halifax Share Dealing Limited, a company registered in England and Wales, Company No. 3195646, is a wholly owned subsidiary of Lloyds Banking Group plc.

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

6 February, 2013

Date

Signature

Andrew Kellett
Company Secretarial Assistant

Name/Title

ATTENTION:

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)