June 26, 2007
Via U.S. Mail and Facsimile (011-44-20-7166-5799)
Sir Crispin Davis
Chief Executive Officer
Reed Elsevier PLC
1-3 Strand
London WC2N 5JR England
Re: Reed Elsevier PLC
Form 20-F for the Fiscal Year Ended December 31, 2006
Filed March 22, 2007
File No. 1-3334
Dear Sir Crispin:
We have limited our review of the above filing to disclosure
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and we have the following comments.
Our
review with respect to this issue does not preclude further review
by
the Assistant Director group with respect to other issues. At
this
juncture, we are asking you to provide us with supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. After
reviewing
this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. It appears from various public media sources that one of your
divisions, Reed Exhibitions, has organized exhibitions in which
Cuba,
Iran and Syria have participated. The referenced countries are
identified as state sponsors of terrorism by the U.S. Department
of
State, and are subject to U.S. economic sanctions and export
controls. Please describe for us the nature and extent of any
past,
current, and anticipated contacts with, those countries, whether
through subsidiaries or other direct or indirect arrangements.
Describe in reasonable detail the nature and scope of any products
and services, including marketing and networking opportunities,
you
have provided to persons or entities in, or to the governments of,
the referenced countries, and any agreements or commercial
arrangements with the governments of those countries or entities
controlled by them.
2. Please discuss the materiality of the contacts described in
response to the foregoing comment, and whether they would
constitute
a material investment risk for your security holders. You should
address materiality in quantitative terms, including the
approximate
dollar amounts of any associated revenues, assets, and liabilities
for the past three fiscal years for each referenced country.
Also,
address materiality in terms of qualitative factors that a
reasonable
investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a
company`s reputation and share value. In this regard, we note
particularly certain media reports that Reed Exhibitions organized
an
arms fair to which Syria was invited and an arms fair at which
Iranian companies temporarily set up exhibition stands.
We note, for example, that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of
terrorism. The Missouri Investment Trust has established an
equity
fund for the investment of certain state-held monies that screens
out
stocks of companies that do business with U.S.-designated state
sponsors of terrorism. The Pennsylvania legislature has adopted a
resolution directing its Legislative Budget and Finance Committee
to
report annually to the General Assembly regarding state funds
invested in companies that have ties to terrorist-sponsoring
countries. Florida requires issuers to disclose in their
prospectuses any business contacts with Cuba or persons located in
Cuba. Your materiality analysis should address the potential
impact
of the investor sentiment evidenced by such actions directed
toward
companies that have operations or business contacts associated
with
Cuba, Iran and Syria.
Your qualitative materiality analysis also should address whether,
and the extent to which, the governments of the referenced
countries,
or persons or entities controlled by those governments, would
receive
cash or act as intermediaries in connection with your operations
and
contacts.
3. We are aware of a 2004 news report which represents that the
annual Arabian Travel Market exhibition, organized by Reed Travel
Exhibitions, is the Middle East`s premier travel and tourism show,
with exhibitors from many countries. Identify for us the
countries
of parties who exhibited in the 2004 exhibition. If Reed Travel
Exhibitions has organized this exhibition in subsequent years,
please
identify for us the countries of parties who exhibited in such
subsequent years.
* * * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please file
your
response letter on EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
Please understand that we may have additional comments after
we
review your response to our comments. Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review. You may also contact me at (202) 551-
3470.
Sincerely,
Cecilia D. Blye, Chief
Office of Global Security
Risk
cc: Max Webb
Assistant Director
Division of Corporation Finance
Sir Crispin Davis
Reed Elsevier PLC
June 26, 2007
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