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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

(Mark One)

 

x	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006.

OR

 

¨	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             .

Commission File Number: 33-99982

 

A.	Full title of the plan and address of the plan, if different from that of the issuer named below:

ProQuest Profit Sharing Retirement Plan

 

B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

ProQuest Company

789 E. Eisenhower Pkwy.

PO Box 1346

Ann Arbor, MI 48106-1346

 

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Table of Contents

PROQUEST PROFIT SHARING

RETIREMENT PLAN

FINANCIAL STATEMENTS

December 31, 2006 and 2005

(With Report of Independent Registered

Public Accounting Firm Thereon)

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Table of Contents

PROQUEST PROFIT SHARING RETIREMENT PLAN

Ann Arbor, Michigan

FINANCIAL STATEMENTS

December 31, 2006 and 2005

CONTENTS

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		1
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS		2
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS		3
NOTES TO FINANCIAL STATEMENTS		4
SUPPLEMENTAL INFORMATION
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)		13

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PROQUEST PROFIT SHARING RETIREMENT PLAN

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Investment Committee

ProQuest Company

Ann Arbor, Michigan

RE: ProQuest Profit Sharing Retirement Plan

We have audited the accompanying statements of net assets available for plan benefits of the ProQuest Profit Sharing Retirement Plan (“Plan”) as of December 31, 2006 and 2005, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2006 and 2005, and the changes in net assets available for plan benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2006 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2006 financial statements as a whole.

Crowe Chizek and Company LLC

South Bend, Indiana

June 27, 2007

See accompanying notes to financial statements.

 

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Table of Contents

PROQUEST PROFIT SHARING RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

December 31, 2006 and 2005

 

		2006			2005
ASSETS
Investments
ProQuest Company common stock		$	328,778		$	1,350,621
Common stock			13,378,665			—
Mutual funds			123,732,810			151,124,081
Common/collective fund			32,203,500			47,414,226
Cash equivalents			4,595,824			4,564,590
Participant loans			2,643,083			3,577,378
Total investments (at fair value)			176,882,660			208,030,896
Receivables
Company contributions			2,718,621			3,177,153
Participant contributions			644			3,926
Other			2,461			6,578
Total receivables			2,721,726			3,187,657
Total assets			179,604,386			211,218,553
LIABILITIES
Other liabilities			95,583			—
Total liabilities			95,583			—
Net assets reflecting all investments at fair value			179,508,803			211,218,553
Adjustment from fair value to contract value for fully benefit responsive contracts			386,123			705,355
NET ASSETS AVAILABLE FOR PLAN BENEFITS		$	179,894,926		$	211,923,908

See accompanying notes to financial statements.

 

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PROQUEST PROFIT SHARING RETIREMENT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

Years ended December 31, 2006 and 2005

 

		2006				2005
Additions to net assets attributed to:
Investment income
Net investment gain on plan interest in ProQuest Profit Sharing Retirement Plan Master Trust		$	—			$	13,142,247
Net Appreciation in fair value of investments (Note 4)			4,797,328				—
Interest and dividend income			11,757,709				—
Participant loan interest			176,130				183,688
Total investment income			16,731,167				13,325,935
Contributions
Company contributions			2,718,621				2,960,435
Participants’ contributions			8,956,433				8,118,499
Participants’ rollovers			868,956				3,365,010
Total contributions			12,544,010				14,443,944
Total additions			29,275,177				27,769,879
Deductions from net assets attributed to:
Benefits paid to participants			34,080,920				21,803,561
Investment fees			109,501				—
Administrative fees			22,490				27,680
Total deductions			34,212,911				21,831,241
Net increase (decrease) before transfers			(4,937,734	)			5,938,638
Transfers to the National Archive Publishing Company
401K Plan			(23,256,500	)			—
Transfers to the OEConnections, LLC retirement plan			(3,834,748	)			—
Transfers from Voyager Expanded Learning, 401(k) Profit Sharing Plan			—				4,022,860
Transfers from OEConnection, LLC retirement plan			—				3,354,561
Total transfers			(27,091,248	)			7,377,421
Net assets available for plan benefits at beginning of year			211,923,908				198,607,849
Net assets available for plan benefits at end of year		$	179,894,926			$	211,923,908

See accompanying notes to financial statements.

 

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PROQUEST PROFIT SHARING RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2006 and 2005

 

NOTE 1 – DESCRIPTION OF THE PLAN

The following description of the ProQuest Profit Sharing Retirement Plan (Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General: The Plan, which covered 2,744 and 3,056 participants at December 31, 2006 and 2005, respectively, is a defined contribution plan covering all full-time and certain part-time employees of ProQuest Company (“ProQuest”; “the Company”). The plan covered employees of National Archive Publishing Company (“NAPC”) and OEConnection, LLC (“OEC”) (collectively referred to as the “Companies”) prior to their withdrawal from the Plan in 2006. NAPC was spun off from ProQuest effective October 28, 2005 at which time it adopted the Plan as an unrelated employer. Effective December 31, 2005, the ProQuest Profit Sharing Retirement Plan Master Trust (“Master Trust”), which included the assets of the Plan and the OEConnection, LLC retirement plan, was eliminated and the OEConnection, LLC retirement plan was merged into the Plan. OEC was a joint venture that was entered into on July 1, 2001 between ProQuest and three other members.

Effective March 9, 2006, the ProQuest Stock Fund was frozen to new investments.

Effective November 28, 2006, ProQuest sold ProQuest Business Solutions (“PBS”) to Snap-on Incorporated and PBS employees participation in the Plan ended as of that date.

Effective March 1, 2006, NAPC employees were no longer allowed to participate in the Plan. NAPC established its own defined contribution plan and during 2006, all assets and liabilities attributable to NAPC employees were transferred out of the Plan. The total amount transferred out of the Plan was $23,256,500.

Effective August 17, 2006, OEC employees were no longer allowed to participate in the Plan. OEC established its own defined contribution plan and during 2006, all assets and liabilities attributable to OEC employees were transferred out of the Plan. The total amount transferred out of the Plan was $3,834,748.

On February 4, 2005, ProQuest purchased Voyager Expanded Learning, Inc., and in August of 2005, the Voyager Expanded Learning 401(k) Profit Sharing Plan (“Voyager Plan”) was merged into the Plan, resulting in a transfer into the Plan of $4,022,860 in net assets of the Voyager Plan.

Employees are immediately eligible to participate in the Plan and may join or elect deferral percentage or investment election changes on any business day, effective at the next payroll processing date. The Plan is participant directed, and, therefore, participants are allowed to select the investment funds to which they wish to contribute. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

 

(Continued)

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PROQUEST PROFIT SHARING RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2006 and 2005

NOTE 1 – DESCRIPTION OF THE PLAN (Continued)

 

Contributions: Participants electing to make contributions to the Plan may contribute not less than 1% and no more than 50% of compensation. Contributions are limited in accordance with IRS regulations. Participants may allocate their contributions among the Plan’s funds, including 19 funds offered through Fidelity Investments, a party-in-interest investment, and the ProQuest Company Stock Fund (prior to March 9, 2006), also a party-in-interest to the plan. Participants who were employees of OEC or NAPC were not permitted to invest in the ProQuest Company Stock Fund.

For 2006, ProQuest contributed 1% of eligible participants’ annual compensation and an additional 1% to 2% based on the level of employee contributions. For 2005, ProQuest and NAPC contributed 1% of eligible participants’ annual compensation and an additional 1% to 2% based on the level of employee contributions. For 2005, OEC contributed 1% to 4% of eligible participants’ compensation based on the level of employee contributions. Additional amounts may be contributed at the option of the Company’s board of directors. No such additional amounts were contributed to the Plan for the years ended December 31, 2006 or 2005.

Participant Accounts: Each participant’s account is credited with the participant’s contribution and an allocation of the Company contribution and plan earnings. Gains and losses resulting from market appreciation or depreciation, interest, and dividends are allocated on the basis of participants’ account balances.

Vesting: Participants are immediately vested in their contributions and the Company contributions, as well as any investment earnings on these contributions.

Payment of Benefits: Upon termination of employment with the Companies or other specified events, a participant may elect to receive an amount equal to the value of the participant’s interest in his or her account in either a lump-sum amount or in installments.

Participant Loans: Participants can borrow up to $50,000 or 50% of their vested account balance, subject to IRS limitations. Principal and interest are generally repaid through payroll deductions. The interest rate for participant loans is equal to the prime rate plus 1%, which was 8.25% and 7.25% as of December 31, 2006 and 2005, respectively.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The financial statements include the accounts of the ProQuest Profit Sharing Retirement Plan. The financial statements of the Plan have been prepared on the accrual basis of accounting.

 

(Continued)

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PROQUEST PROFIT SHARING RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2006 and 2005

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Use of Estimates: The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires the plan administrator to make estimates and assumptions related to the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include the valuation of investments. Actual results could differ from those estimates.

Adoption of New Accounting Standard: The Plan retroactively adopted Financial Accounting Standards Board (FASB) Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by the Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare and Pension Plans (“the FSP”) in 2006. Pursuant to the adoption of the FSP, fully benefit-responsive investment contracts held directly by the Plan or included in the underlying investments of common collective trust funds in which the Plan holds an interest are to be presented at fair value. In addition, any material difference between the fair value of these investments and their contract value is to be presented as a separate adjustment line in the statement of net assets available for plan benefits. The adoption of the FSP had no impact on the net asset available for plan benefits as of December 31, 2006 and 2005. The net appreciation reported in the statement of changes in net assets available for plan benefits was also not impacted by the adoption of the FSP, as the amounts reflect the contract value of fully benefit responsive contracts held directly or indirectly by the Plan.

Adoption of the FSP resulted in a decrease of $705,355 from the amount previously reported as Plan investments in the 2005 statement of net assets available for plan benefits, since this amount now reflects the fair value of the plan’s indirect interests in fully benefit-responsive contracts. The decrease in the amount reported for Plan investments as of December 31, 2005 is completely offset by an adjustment which increases net assets reflecting investments at fair value to net assets available for plan benefits.

Valuation of Investments and Income Recognition: On December 31, 2006, the Plan’s investments are stated at fair value. Prior to December 31, 2005, the Plan’s investment assets other than participant loans were held in a Master Trust (refer to Note 5) which held mutual funds, common stock of ProQuest Company, a money market fund, and a common collective trust fund. On December 31, 2005, the Master Trust was eliminated, and the Plan’s investments held in trust were stated at fair value (refer to Note 6).

Quoted market prices are used to value shares of mutual funds and common stocks traded on a national exchange. The fair values of the Plan’s interests in stable value funds are based upon the net asset values of such funds reflecting all investments at fair value, including direct and indirect interests in fully benefit-responsive contracts, as reported by the Plan trustee. The fair

 

(Continued)

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PROQUEST PROFIT SHARING RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2006 and 2005

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

values of the fully benefit responsive investment contract has been estimated with a discounted cash flows methodology, utilizing current rates of return available for similar contracts, with comparable credit risks, as of the respective financial statement dates. Money market fund investments and participant loans are reported at cost which approximates fair value.

Net assets available for plan benefits reflects the Plan’s interest in the contract value of the Managed Income Portfolio II Fund , because the Plan’s allocable share of the difference between fair value and contract value for this investment is presented as a separate adjustment in the statement of net assets available for plan benefits. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses.

The fair value of the Plan’s investments is based on the beginning-of-the-year value of the Plan’s investments plus actual contributions (including transfers from other plans) and allocated investment income (loss), less actual distributions and allocated administrative expenses.

Purchases and sales of securities are recorded on a trade-date basis. Interest and dividend income on investments is recognized as earned.

Risks and Uncertainties: The Plan provides for various investment options in any combination of ProQuest Common Stock, a common/collective fund, a privately managed equity fund, mutual funds, or a money market fund. The underlying investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the statements of net assets available for plan benefits and the statement of changes in net assets available for plan benefits.

Contributions: The Company contributed $2,718,621 to the Plan for the year ended December 31, 2006, and the Company and NAPC contributed $2,960,435 to the Plan for the year ended December 31, 2005. These contributions were calculated in accordance with the terms of the Plan. The participant contributions and rollovers totaled $9,825,389 and $11,483,509 for the years ended December 31, 2006 and 2005, respectively.

Payment of Benefits: Benefit distributions are recorded when paid.

 

(Continued)

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PROQUEST PROFIT SHARING RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2006 and 2005

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Administrative Costs: Investment manager fees are offset against earnings on the related investments and allocated to participants. Participants were charged administrative fees, primarily for loan administration, of $22,490 and $27,680 in 2006 and 2005, respectively. The privately managed stock portfolio incurred management and administrative fees of $109,501 in 2006. ProQuest Company paid certain other administrative expenses of the Plan.

NOTE 3 – TAX STATUS

The Internal Revenue Service has determined and informed the Company by letter dated July 22, 2003 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The related trust is, therefore, exempt from tax under Section 501(a) of the Code. The Plan has been amended since receiving the determination letter. The plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC and that the related trust is exempt from income taxes. In January 2007, the Plan filed for a new letter of determination with the Internal Revenue Service.

NOTE 4 – INVESTMENT INCOME FOR YEAR ENDING DECEMBER 31, 2006

The components of investment income are as follows for the year ended December 31, 2006:

 

Net appreciation (depreciation) in fair value of investments
Mutual funds		$	3,540,309
Common stock			1,993,721
ProQuest Company common stock			(736,702	)
			4,797,328
Interest			1,699,593
Dividends			10,058,116
Interest and dividend income			11,757,709
Participant loan interest			176,130
Trust income		$	16,731,167

 

(Continued)

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PROQUEST PROFIT SHARING RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2006 and 2005

 

NOTE 5 – INTEREST IN PROQUEST PROFIT SHARING MASTER TRUST FOR THE YEAR ENDING DECEMBER 31, 2005

The Plan’s investments were held in the ProQuest Profit Sharing Retirement Plan Master Trust (Master Trust) during the plan year ended December 31, 2005, which was established for the investment of assets of the Plan and the OEConnection, LLC retirement plan. Effective December 31, 2005, the Master Trust was eliminated and the net assets of the OEConnection, LLC retirement plan (of $3,354,561) that were held in the Master Trust were merged into the Plan (see Note 1). The Plan’s interest in the Master Trust income was $13,142,247 for the year ended December 31, 2005. Investment income and administrative expenses were allocated to the participating plans based on the activity in the individual participant accounts of the two participating plans.

The components of the income for the Master Trust are as follows for the year ended December 31, 2005:

 

Net appreciation (depreciation) in fair value of investments
Mutual funds		$	6,037,264
Common stock			(81,516	)
			5,955,748
Interest			2,040,761
Dividends			5,440,926
Trust income		$	13,437,435

NOTE 6 – INVESTMENTS AT DECEMBER 31, 2006 AND 2005

The following table presents the fair value of individual investments that represent 5% or more of the Plan’s net assets at December 31, 2006:

 

Investments at fair value as determined by quoted market prices:
Fidelity Investment Funds
Spartan US Equity Index		$	11,424,790
Contrafund			18,277,743
Diversified International			11,955,832
Freedom 2010			10,831,045
Freedom 2020			13,234,555
Neuberger Berman Trust Portfolio – Partners Trust			11,311,434
Investments at fair value as determined by trustee:
Managed Income Portfolio II			32,203,500
(Contract Value: 2006 - $ 32,589,623)

 

(Continued)

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PROQUEST PROFIT SHARING RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2006 and 2005

NOTE 6 – INVESTMENTS AT DECEMBER 31, 2006 AND 2005 (Continued)

 

The following table presents the value of individual investments that represent 5% or more of the Plan’s net assets at December 31, 2005:

Investments at fair value as determined by quoted market prices:

 

Fidelity Investment Funds
Spartan US Equity Index		$	13,487,084
Magellan			16,432,395
Contrafund			19,508,111
Growth and Income			15,517,917
Freedom 2010			13,823,338
Freedom 2020			13,907,919
Investments at fair value as determined by trustee:
Managed Income Portfolio II			47,414,226
(Contract Value: 2005 - $48,119,581)

NOTE 7 – TERMINATION PRIORITIES OF THE PLAN

Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan, subject to the provisions of ERISA. Participants are 100% vested in their accounts, and the net assets of the Plan would be allocated as prescribed by ERISA and its related regulations.

NOTE 8 – RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for plan benefits per the financial statements at December 31, 2006 to the Form 5500:

 

Net assets available for plan benefits per the financial statements		$	179,894,926
Less: Adjustment from fair value to contract value of fully benefit responsive contracts			(386,123	)
Less: Participant loans deemed distributed			(16,979	)
Net assets available for plan benefits per the Form 5500		$	179,491,824

 

(Continued)

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PROQUEST PROFIT SHARING RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2006 and 2005

NOTE 8 – RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (Continued)

 

The following is a reconciliation of the total additions per the financial statements for the year ended December 31, 2006 to the Form 5500:

 

Total additions per the financial statements		$	29,275,177
Less: Adjustment from fair value to contract value of fully benefit responsive investment contracts			(386,123	)
Total income per the Form 5500		$	28,889,054

The following is a reconciliation of the total deductions per the financial statements for the year ended December 31, 2006 to the Form 5500:

 

Total deductions per the financial statements		$	34,212,911
Plus: Participant loans deemed distributed			10,970
Total expenses per the Form 5500		$	34,223,881

The following is a reconciliation of the total transfers per the financial statements for the year ended December 31, 2006 to the Form 5500:

 

Total transfers per the financial statements		$	(27,091,248	)
Less: Transfer of participant loans deemed distributed			8,714
Total transfers per the Form 5500		$	(27,082,534	)

The following is a reconciliation of net assets available for plan benefits per the financial statements at December 31, 2005 to the Form 5500:

 

Net assets available for plan benefits per the financial statements		$	211,923,908
Less: Participant loans deemed distributed			(14,723	)
Net assets available for plan benefits per the Form 5000		$	211,909,185

 

(Continued)

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PROQUEST PROFIT SHARING RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2006 and 2005

 

NOTE 9 – PARTIES IN INTEREST

Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering services to the Plan, the Company and certain others. At December 31, 2006 and 2005, certain investments of the Plan were held in investment funds which were managed by Fidelity, the trustee of the Plan. Therefore, these transactions represent exempt party-in-interest transactions which are not prohibited by the Department of Labor. Expenses in the amount of $131,991 were paid to Wachovia Trust Company, Private Capital Management, Fidelity Investments, and REDW Trust Company which qualify as party-in-interest transactions. The Plan held 31,462 and 48,392 shares of common stock issued by ProQuest Company as of December 31, 2006 and 2005, which qualifies as a party-in-interest investment. The ProQuest Company common stock depreciated in value by $736,702 and $81,516 for the plan years ended December 31, 2006 and 2005. Further, participant loans qualify as party-in-interest transactions.

NOTE 10 – SUBSEQUENT EVENTS

Effective November 28, 2006, ProQuest Company sold ProQuest Business Solutions (PBS) to Snap-on Incorporated. Participants with loan balances were transferred to the Snap-on plan April 13, 2007. The total amount transferred out of the Plan was $1,946,395.

Effective February 9, 2007, ProQuest Company sold its ProQuest Information and Learning segment (“PIL”) to Cambridge Group. Therefore, the PIL employees were no longer allowed to participate in the Plan. All assets and liabilities attributable to PIL employees were transferred out of the Plan on April 16, 2007. The total amount transferred out of the Plan was $46,545,067.

 

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PROQUEST PROFIT SHARING RETIREMENT PLAN

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 31, 2006

 

Plan Sponsor:		ProQuest Company
Employer Identification Number:		36-3580106
Plan Number:		101

 

(a)		(b) Identity of issuer, borrower, lessor, or similar party		(c) Description of investment, including maturity date, rate of interest, par, or maturity value				(d) Cost		(e) Current Value
*		Fidelity Investments		Institutional Cash Portfolio		10,280 shares		#		$	10,280
*		Fidelity Investments		Retirement Money Market		4,373,471 shares		#			4,373,471
		Wachovia Securities		Cash Accumulation Trust		212,073 shares		#			212,073
*		Fidelity Management Trust Company		Managed Income Portfolio II		32,589,623 shares		#			32,203,500
*		Fidelity Investments		U.S. Equity Index		227,676 shares		#			11,424,790
*		Fidelity Investments		Contrafund		280,333 shares		#			18,277,743
*		Fidelity Investments		Intermediate Bond		660,627 shares		#			6,778,031
*		Fidelity Investments		Capital Appreciation		248,728 shares		#			6,743,008
*		Fidelity Investments		Diversified International		323,568 shares		#			11,955,832
*		Fidelity Investments		Small Cap Stock		69,257 shares		#			1,316,573
*		Fidelity Investments		Freedom Income		96,246 shares		#			1,110,682
*		Fidelity Investments		Freedom 2000		202,465 shares		#			2,522,712
*		Fidelity Investments		Freedom 2010		740,838 shares		#			10,831,045
*		Fidelity Investments		Freedom 2020		852,193 shares		#			13,234,555
*		Fidelity Investments		Freedom 2030		411,546 shares		#			6,597,086
*		Fidelity Investments		Freedom 2040		149,558 shares		#			1,417,811
*		Fidelity Investments		Freedom 2050		1,155 shares		#			12,421
*		Fidelity Investments		Strategic Large Cap Value		159,744 shares		#			2,389,766
*		Fidelity Investments		Strategic Mid Cap Value		167,942 shares		#			2,799,596
*		Fidelity Investments		Strategic Large Cap Growth		91,884 shares		#			1,077,800
*		Fidelity Investments		Strategic Mid Cap Growth		114,437 shares		#			1,598,686
		Harris Associates L.P.		Oakmark Select Fund – Class I		50,378 shares		#			1,686,657
		Harris Associates L.P.		Oakmark Equity Income – Class I		17,759 shares		#			459,597
		Neuberger Berman Trust Portfolio		NB Genesis Trust		141,372 shares		#			6,747,673
		Neuberger Berman Trust Portfolio		Partners Trust		471,703 shares		#			11,311,434
		TCW Group, Inc.		TCW Galileo Select Equities N		9,921 shares		#			184,823
		Calamos Investment Advisors		Calamos Growth A		34,787 shares		#			1,875,038
		Van Kampen Investments, Inc.		Van Kampen Growth & Income A		42,314 shares		#			934,288
		Asset Management Group of Hawaii		Pacific Capital Small Cap-Class Y		23,691 shares		#			445,163

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*	Party-in-interest investment, but not prohibited by ERISA

 

#	Investments are participant directed, therefore, historical cost information is not required

 

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PROQUEST PROFIT SHARING RETIREMENT PLAN

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (Continued)

December 31, 2006

 

Plan Sponsor:		ProQuest Company
Employer Identification Number:		36-3580106
Plan Number:		101

 

(a)		(b) Identity of issuer, borrower, lessor, or similar party		(c) Description of investment, including maturity date, rate of interest, par, or maturity value				(d) Cost		(e) Current Value
		Alltel Corporation		Common stock		15,200 shares		#		919,296
		American Standard Companies		Common stock		3,200 share		#		146,720
		Ameristar Casinos Inc.		Common stock		7,100 shares		#		218,254
		Avatar Holdings Inc.		Common stock		2,400 shares		#		194,040
		Bank of Hawaii Corporation		Common stock		6,000 shares		#		323,700
		Bear Stearns Companies Inc.		Common stock		4,900 shares		#		797,622
		Boyd Gaming Corporation		Common stock		6,800 shares		#		308,108
		Brookline Bancorp, Inc.		Common stock		17,400 shares		#		229,158
		CA, Inc.		Common stock		19,900 shares		#		450,735
		Center Bancorp, Inc.		Common stock		9,030 shares		#		136,052
		Central Pacific Financial Corp.		Common stock		3,600 shares		#		139,536
		Chittendon Corporation		Common stock		4,600 shares		#		141,174
		Dundee Corporation		Common stock, Class A		4,000 shares		#		168,440
		Eastman Kodak Company		Common stock		20,000 shares		#		516,000
		Federated Department Stores Inc.		Common stock		11,200 shares		#		427,056
		First Citizens Bancshares Inc.		Common stock		700 shares		#		141,848
		First Defiance Financial Corp.		Common stock		5,000 shares		#		151,250
		First Financial Holdings Inc.		Common stock		4,100 shares		#		160,638
		First Niagra Financial Group Inc.		Common stock		9,600 shares		#		142,656
		Fulton Financial Corporation		Common stock		6,200 shares		#		103,540
		Gannett Company, Inc.		Common stock		4,700 shares		#		284,162
		Glacier Bancorp, Inc.		Common stock		6,750 shares		#		164,970
		Harrah’s Entertainment Inc.		Common stock		6,800 shares		#		562,496
		Hearst-Argyle Television, Inc.		Common stock		12,300 shares		#		313,650
		Hewlett-Packard Company		Common stock		8,900 shares		#		366,591
		International Business Machines		Common stock		3,400 shares		#		330,310
		John Wiley & Sons Inc.		Common stock		6,000 shares		#		230,820
		Lee Enterprises Inc.		Common stock		4,900 shares		#		152,194
		Lehman Brothers Holding Inc.		Common stock		7,200 shares		#		562,464
		Marcus Corporation		Common stock		7,400 shares		#		189,292
		Masco Corporation		Common stock		1,300 shares		#		38,831
		McClatchy Company		Common stock		6,800 shares		#		294,440
		Media General Inc.		Common stock		3,300 shares		#		122,661
		MGM Mirage		Common stock		11,000 shares		#		630,850
		MutualFirst Financial, Inc.		Common stock		6,967 shares		#		147,701
		NetBank Inc.		Common stock		21,300 shares		#		98,832
		Pennfed Financial Services Inc.		Common stock		7,400 shares		#		142,968
		Raymond James Financial Inc.		Common stock		9,100 shares		#		275,821

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*	Party-in-interest investment, but not prohibited by ERISA

 

#	Investments are participant directed, therefore, historical cost information is not required

 

14

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Table of Contents

PROQUEST PROFIT SHARING RETIREMENT PLAN

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (Continued)

December 31, 2006

 

Plan Sponsor:		ProQuest Company
Employer Identification Number:		36-3580106
Plan Number:		101

 

(a)		(b) Identity of issuer, borrower, lessor, or similar party		(c) Description of investment, including maturity date, rate of interest, par, or maturity value				(d) Cost		(e) Current Value
		Sterling Financial Corporation		Common stock		4,000 shares		#			135,240
		Suffolk Bancorp		Common stock		4,200 shares		#			160,146
		Symantec Corporation		Common stock		25,500 shares		#			531,675
		TD Banknorth Inc.		Common stock		13,700 shares		#			442,236
		Tektronix Inc.		Common stock		7,200 shares		#			210,024
		TF Financial Corporation		Common stock		4,500 shares		#			139,275
		TierOne Corporation		Common stock		4,000 shares		#			126,440
		Valley National Bancorp		Common stock		11,235 shares		#			283,657
		VeriSign Inc.		Common stock		11,800 shares		#			283,790
		Windstream Corporation		Common stock		13,647 shares		#			194,060
		WSFS Financial Corporation		Common stock		2,200 shares		#			147,246
*		ProQuest Company		Common stock		31,462 shares		#			328,778
*		Participant loans		Varying maturities; interest rates from 5% to 10.5%							2,643,083
										$	176,882,660

---

*	Party-in-interest investment, but not prohibited by ERISA

 

#	Investments are participant directed, therefore, historical cost information is not required

 

15

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Table of Contents

PROQUEST PROFIT SHARING RETIREMENT PLAN

SIGNATURES

 

Date: June 28, 2007		ProQuest Profit Sharing Retirement Plan

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

---

*	Party-in-interest investment, but not prohibited by ERISA

 

#	Investments are participant directed, therefore, historical cost information is not required

 

16