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, 2005.
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
PROQUEST PROFIT SHARING
RETIREMENT PLAN
FINANCIAL STATEMENTS
December 31, 2005 and 2004
(With Report of Independent Registered Public Accounting Firm Thereon)
PROQUEST PROFIT SHARING RETIREMENT PLAN
Ann Arbor, Michigan
FINANCIAL STATEMENTS
December 31, 2005 and 2004
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, 2005 and 2004, 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, 2005 and 2004, and the changes in net assets available for plan benefits for the year ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.
Our audits were 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 2005 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2005 financial statements as a whole.
Crowe Chizek and Company LLC
South Bend, Indiana
June 8, 2006
1
PROQUEST PROFIT SHARING RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 2005
| ASSETS |
|||
| Investments |
|||
| ProQuest Company common stock |
$ | 1,350,621 | |
| Mutual funds |
151,124,081 | ||
| Common/collective fund |
48,119,581 | ||
| Cash equivalents |
4,564,590 | ||
| Participant loans |
3,577,378 | ||
| Total investments |
208,736,251 | ||
| Receivables |
|||
| Company contributions |
3,177,153 | ||
| Participant contributions |
3,926 | ||
| Other |
6,578 | ||
| NET ASSETS AVAILABLE FOR PLAN BENEFITS |
$ | 211,923,908 | |
See accompanying notes to financial statements.
2
PROQUEST PROFIT SHARING RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 2004
| ASSETS |
|||
| Investments |
|||
| Investments in ProQuest Profit Sharing Plan Master Trust |
$ | 193,161,583 | |
| Participant loans |
3,430,546 | ||
| Total investments |
196,592,129 | ||
| Receivables |
|||
| Company contributions |
2,015,720 | ||
| Participant contributions |
— | ||
| Other |
— | ||
| NET ASSETS AVAILABLE FOR PLAN BENEFITS |
$ | 198,607,849 | |
See accompanying notes to financial statements.
3
PROQUEST PROFIT SHARING RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years ended December 31, 2005 and 2004
| 2005 | 2004 | |||||
| Additions to net assets attributed to: |
||||||
| Investment income |
||||||
| Net investment gain on plan interest in ProQuest |
||||||
| Profit Sharing Plan Master Trust |
$ | 13,142,247 | $ | 14,378,825 | ||
| Participant loan interest |
183,688 | 184,974 | ||||
| Total investment income |
13,325,935 | 14,563,799 | ||||
| Contributions |
||||||
| Company contributions |
2,960,435 | 2,015,911 | ||||
| Participants’ contributions |
8,118,499 | 7,362,792 | ||||
| Participants’ rollovers |
3,365,010 | 1,080,368 | ||||
| Total contributions |
14,443,944 | 10,459,071 | ||||
| Total additions |
27,769,879 | 25,022,870 | ||||
| Deductions from net assets attributed to: |
||||||
| Benefits paid to participants |
21,803,561 | 24,995,381 | ||||
| Administrative fees |
27,680 | 24,291 | ||||
| Total deductions |
21,831,241 | 25,019,672 | ||||
| Net increase before transfers |
5,938,638 | 3,198 | ||||
| Transfers from Voyager Expanded Learning, 401(k) Profit Sharing Plan |
4,022,860 | — | ||||
| Transfers from OEConnection, LLC retirement plan |
3,354,561 | — | ||||
| Total transfers |
7,377,421 | — | ||||
| Net assets available for plan benefits at beginning of year |
198,607,849 | 198,604,651 | ||||
| Net assets available for plan benefits at end of year |
$ | 211,923,908 | $ | 198,607,849 | ||
See accompanying notes to financial statements.
4
PROQUEST PROFIT SHARING RETIREMENT PLAN
December 31, 2005 and 2004
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 3,056 and 2,758 participants at December 31, 2005 and 2004, respectively, is a defined contribution plan covering all full-time and certain part-time employees of ProQuest Company (“ProQuest”; “the Company”), National Archive Publishing Company (NAPC), and OEConnection, LLC (OEC) (collectively referred to as the “Companies”). 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 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 is a joint venture that was entered into on July 1, 2001 between ProQuest and three other members.
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).
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 26 funds, including 20 funds offered through Fidelity Investments, a party-in-interest investment, and the ProQuest Company Stock Fund, also a party-in-interest to the plan. Participants who are employees of OEC or NAPC are not permitted to invest in the ProQuest Company Stock Fund.
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 2004, ProQuest contributed between 1% and 8% (based on years of credited service and the level of employee contributions) of eligible participants’ annual compensation. For the 2004 plan year, compensation for purposes of the ProQuest contribution was limited to $40,000. For 2005 and 2004, 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, 2005 or 2004.
(Continued)
5
PROQUEST PROFIT SHARING RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 1 – DESCRIPTION OF THE PLAN (Continued)
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% 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 7.25% and 5.25% as of December 31, 2005 and 2004, 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.
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.
Valuation of Investments and Income Recognition: On December 31, 2004, the Plan’s investment assets other than participant loans were held in Master Trust (refer to note 4) which held mutual funds, common stock of ProQuest Company, a money market fund, and a common collective trust fund. Investments in mutual funds and common stock were stated at fair value, based upon quoted market prices. The common collective trust fund was valued at the fund’s net asset value on the last day of the Plan year. The fund’s net asset value was determined by the bank sponsoring such funds by dividing the fund’s net assets at fair value by its units outstanding at the valuation date. Money market fund investments and participant loans are reported at cost which approximates fair value.
(Continued)
6
PROQUEST PROFIT SHARING RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
On December 31, 2005, the Master Trust was eliminated, and the Plan’s investments held in trust are stated at fair value (refer to note 5). Investments in mutual funds and common stock are stated at fair value, based upon quoted market prices. The common collective trust fund is valued at the fund’s net asset value on the last day of the Plan year. The fund’s net asset value is determined by the bank sponsoring such funds by dividing the fund’s net assets at fair value by its units outstanding at the valuation date. Money market fund investments and participant loans are reported at cost, which approximates fair value.
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, 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 benefits and the statement of changes in net assets available for benefits.
Contributions: The Company and NAPC contributed $2,960,435 to the Plan for the year ended December 31, 2005, and the Company contributed $2,015,911 to the Plan for the year ended December 31, 2004. These contributions were calculated in accordance with the terms of the Plan. The participant contributions and rollovers totaled $11,483,509 and $8,443,160 for the years ended December 31, 2005 and 2004, respectively.
Payment of Benefits: Benefit distributions are recorded when paid.
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 $27,680 and $24,291 in 2005 and 2004, respectively. ProQuest Company paid certain other administrative expenses of the Plan.
(Continued)
7
PROQUEST PROFIT SHARING RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
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.
NOTE 4 – INTEREST IN PROQUEST PROFIT SHARING MASTER TRUST AT DECEMBER 31, 2004
The Plan’s investments were held in the ProQuest Profit Sharing Retirement Plan Master Trust (Master Trust) at December 31, 2004, 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 that were held in the Master Trust were merged into the Plan (see note 1). At December 31, 2004, each participating retirement plan had an undivided interest in the assets of the Master Trust. Fidelity Management Trust Company (Fidelity) held the assets of the Master Trust. At December 31, 2004, the Plan’s interest in the net assets of the Master Trust was $193,161,583, which represented 98.8% of the Master Trust’s net assets. The Plan’s interest in the Master Trust’s net investment income was $14,378,825 for the year ended December 31, 2004. Investment income and administrative expenses were allocated to the participating plans based on the activity in the individual participant accounts in the plans. The Plan’s interest in the Master Trust, at estimated fair value, represent 5% or more of the Plan’s net assets at December 31, 2004.
The following table presents the fair values of individual investments within the Master Trust that represent 5% or more of the Plan’s net assets available for benefits at December 31, 2004:
| Fidelity Investment Funds |
|||
| Magellan |
$ | 17,612,112 | |
| Contrafund |
16,549,833 | ||
| Growth and Income |
16,552,495 | ||
| Freedom 2010 |
13,410,225 | ||
| Freedom 2020 |
12,584,057 | ||
| Spartan US Equity Index |
12,719,196 | ||
| Managed Income Portfolio II |
53,113,159 |
(Continued)
8
PROQUEST PROFIT SHARING RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 4 – INTEREST IN PROQUEST PROFIT SHARING MASTER TRUST AT DECEMBER 31, 2004 (Continued)
The following presents the fair value of investments in the Master Trust at December 31, 2004 and the related investment income for the year ended December 31, 2004:
| Year ended December 31, 2004 |
|||
| Mutual funds |
|||
| Fidelity Investment Funds (various) |
$ | 130,710,497 | |
| Fidelity Institutional Cash Portfolio |
56,414 | ||
| Calamos Investment Advisors Growth Fund |
1,165,405 | ||
| Harris Associates Oakmark Select Fund |
1,552,495 | ||
| Neuberger Berman Genesis Trust |
6,879,128 | ||
| TCW Group Galileo Select Equities |
295,766 | ||
| Van Kampen Investments Growth & Income Fund |
250,887 | ||
| Total mutual funds |
140,910,592 | ||
| Common stock |
|||
| ProQuest Company common stock |
1,579,535 | ||
| Common collective trust |
|||
| Fidelity Managed Income Portfolio II |
53,113,159 | ||
| $ | 195,603,286 | ||
The components of the income for the Master Trust are as follows for the year ended December 31, 2004:
| Net appreciation (depreciation) in fair value of investments |
||||
| Mutual funds |
$ | 10,057,737 | ||
| Common stock |
4,731 | |||
| 10,062,468 | ||||
| Interest |
2,203,009 | |||
| Dividends |
2,367,248 | |||
| Administrative fees |
(126 | ) | ||
| Trust income (loss) |
$ | 14,632,599 | ||
(Continued)
9
PROQUEST PROFIT SHARING RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
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 (loss) |
$ | 13,437,435 | ||
NOTE 6 – INVESTMENTS AT DECEMBER 31, 2005
The following table presents the market value of individual investments that represent 5% or more of the Plan’s net assets at December 31, 2005:
| Fidelity Investment Funds |
|||
| Managed Income Portfolio II |
$ | 48,119,581 | |
| 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 |
(Continued)
10
PROQUEST PROFIT SHARING RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
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, 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 | ||
The following is a reconciliation of the total deductions per the financial statements for the year ended December 31, 2005 to the Form 5500:
| Total deductions per the financial statements |
$ | 21,831,241 | ||
| Less: Offset of participant loans deemed distributed |
(2,159 | ) | ||
| Total expenses per the Form 5500 |
$ | 21,829,082 | ||
The following is a reconciliation of net assets available for plan benefits per the financial statements at December 31, 2004 to the Form 5500:
| Net assets available for plan benefits per the financial statements |
$ | 198,607,849 | ||
| Less: Participant loans deemed distributed |
(8,167 | ) | ||
| Net assets available for plan benefits per the Form 5500 |
$ | 198,599,682 | ||
(Continued)
11
PROQUEST PROFIT SHARING RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
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, 2005 and 2004, certain investments of the Plan were held in investment funds which were managed by Fidelity, the Trustee of the Plan. Fidelity is the Plan custodian and, therefore, these transactions represent exempt party-in-interest transactions which are not prohibited by the Department of Labor. The Plan also invests in shares of common stock issued by ProQuest Company, which qualifies as a party-in-interest investment. Further, participant loans qualify as party-in-interest transactions.
NOTE 10 – SUBSEQUENT EVENTS
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 $22,477,283.
(Continued)
12
PROQUEST PROFIT SHARING RETIREMENT PLAN
SCHEDULE H, LINE 4i -SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2005
| Plan Sponsor: | ProQuest Company | |
| Employer Identification Number: | 36-3580106 | |
| Plan Number: | 101 |
| (a) | (b) |
(c) |
(d) Cost |
(e) Current Value | |||||||
| * | Fidelity Investments | Institutional Cash Portfolio | 42, 145 shares | # | $ | 42,145 | |||||
| * | Fidelity Investments | Managed Income Portfolio II | 48,119,581 shares | # | 48,119,581 | ||||||
| * | Fidelity Investments | U.S. Equity Index | 305,414 shares | # | 13,487,084 | ||||||
| * | Fidelity Investments | Magellan | 154,382 shares | # | 16,432,395 | ||||||
| * | Fidelity Investments | Contrafund | 301,237 shares | # | 19,508,111 | ||||||
| * | Fidelity Investments | Growth and Income | 451,102 shares | # | 15,517,917 | ||||||
| * | Fidelity Investments | Intermediate Bond | 765,023 shares | # | 7,872,085 | ||||||
| * | Fidelity Investments | OTC Portfolio | 227,042 shares | # | 8,579,899 | ||||||
| * | Fidelity Investments | Diversified International | 282,655 shares | # | 9,197,608 | ||||||
| * | Fidelity Investments | Small Cap Stock | 32,287 shares | # | 590,860 | ||||||
| * | Fidelity Investments | Freedom Income | 146,322 shares | # | 1,663,680 | ||||||
| * | Fidelity Investments | Freedom 2000 | 221,859 shares | # | 2,708,893 | ||||||
| * | Fidelity Investments | Freedom 2010 | 983,867 shares | # | 13,823,338 | ||||||
| * | Fidelity Investments | Freedom 2020 | 945,474 shares | # | 13,907,919 | ||||||
| * | Fidelity Investments | Freedom 2030 | 400,507 shares | # | 6,015,616 | ||||||
| * | Fidelity Investments | Freedom 2040 | 159,480 shares | # | 1,408,210 | ||||||
| * | Fidelity Investments | Strategic Large Cap Value | 88,943 shares | # | 1,167,820 | ||||||
| * | Fidelity Investments | Strategic Mid Cap Value | 131,975 shares | # | 1,986,226 | ||||||
| * | Fidelity Investments | Strategic Large Cap Growth | 84,019 shares | # | 954,459 | ||||||
| * | Fidelity Investments | Strategic Mid Cap Growth | 106,127 shares | # | 1,391,325 | ||||||
| * | Fidelity Investments | Retirement Money Market | 4,522,445 shares | # | 4,522,445 | ||||||
| 188,897,616 | |||||||||||
| Harris Associates L.P. | Oakmark Select Fund – Class I | 61,771 shares | # | 2,032,265 | |||||||
| Neuberger Berman Trust Portfolio | NB Genesis Trust | 204,503 shares | # | 9,928,610 | |||||||
| TCW Group, Inc. | TCW Galileo Select Equities N | 15,972 shares | # | 317,204 | |||||||
| Calamos Investment Advisors | Calamos Growth A | 33,233 shares | # | 1,829,790 | |||||||
| Van Kampen Investments, Inc. | Van Kampen Growth & Income A | 39,083 shares | # | 802,767 | |||||||
| * | ProQuest Company | Common Stock | 48,392 shares | # | 1,350,621 | ||||||
| * | Participant loans | Varying maturities; interest rates from 5% to 10.5% | 3,577,378 | ||||||||
| $ | 208,736,251 | ||||||||||
| * | Party in interest investment, but not prohibited by ERISA |
| # | Investment are participant directed, therefore, historical cost information is not required |
13
PROQUEST PROFIT SHARING RETIREMENT PLAN
SIGNATURES
| Date: June 29, 2006 | 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.
| By: |
/s/ Richard J. Surratt | |
| Richard J. Surratt | ||
| Senior Vice President and | ||
| Chief Financial Officer | ||
14