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	<title>footnoted.com &#187; Uncategorized</title>
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	<description>Morningstar&#039;s guide to what&#039;s hiding in SEC filings</description>
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		<title>A Super Bowl for more than players &amp; advertisers&#8230;</title>
		<link>http://www.footnoted.com/uncategorized/event/a-super-bowl-for-more-than-players-advertisers/</link>
		<comments>http://www.footnoted.com/uncategorized/event/a-super-bowl-for-more-than-players-advertisers/#comments</comments>
		<pubDate>Fri, 03 Feb 2012 16:12:08 +0000</pubDate>
		<dc:creator>Theo Francis</dc:creator>
				<category><![CDATA[Event]]></category>
		<category><![CDATA[Sports]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=6697</guid>
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			<content:encoded><![CDATA[<p style="text-align: left;"><a href="http://www.footnoted.com/wp-content/uploads/2012/02/football-shutterstock_87734770.jpg"><img class="alignleft size-medium wp-image-6699" title="football-shutterstock_87734770" src="http://www.footnoted.com/wp-content/uploads/2012/02/football-shutterstock_87734770-300x200.jpg" alt="" width="300" height="200" /></a>Game day is almost here, and thanks to the Super Bowl advertising sweepstakes, the event is probably as big a deal for corporate America as it is for sports fans. But a stroll through companies&#8217; public disclosures shows that the Super Bowl looms large for executives and companies in other ways as well.</p>
<p>Television networks and station owners, of course, are full of references to the big game, either because they scored big with advertising sales in years when they carried it, or because they&#8217;re missing revenues from previous years in which they did. And for other reasons: As of last November, CBS (CBSA) was still disclosing the impact of Janet Jackson&#8217;s 2004 halftime-show wardrobe malfunction (an initial $550,000 forfeiture levied against the company by the Federal Communications Commission was vacated by the Third Circuit Court of Appeals, and the FCC has sought Supreme Court review).</p>
<p>Advertisers, too, care a lot as well, and it isn&#8217;t all about image. In an <a href="http://www.sec.gov/Archives/edgar/data/1513153/000119312512033450/d292147dex991.htm" target="_blank">earnings release</a> it filed with an <a href="http://www.sec.gov/Archives/edgar/data/1513153/000119312512033450/d292147d8k.htm" target="_blank">8-K</a> on Tuesday, Chrysler cited last year&#8217;s game when mentioning an eight-fold increase in January sales of its Chrysler 200 vehicle, &#8220;nearly a year after appearing in the Imported from Detroit Super Bowl <a href="http://www.google.com/hostednews/ap/article/ALeqM5jnw6HZJ1IUKiwBhM_C7dpnB7gm_g?docId=986df98702a84133857efc58bfced905" target="_blank">commercial</a>.&#8221;</p>
<p>But executives also get in on the game, quite literally, when the companies they run buy them tickets to the big event. Most are pretty circumspect when talking about giving executives free tickets to big events &#8212; we see far more references to perks of generic &#8220;sporting event&#8221; tickets or &#8220;sports tickets.&#8221; Apollo Group (APOL), the big for-profit education company, has no such qualms, as we <a href="http://www.footnoted.com/my-big-fat-deal/a-primer-in-apollos-executive-pay-practices/" target="_blank">footnoted</a> early last month.</p>
<p>The company has the naming rights agreement for the Arizona Cardinals&#8217; stadium, giving them some benefits that are paying off now, according to the company&#8217;s December 28 <a href="http://www.sec.gov/Archives/edgar/data/929887/000119312511353912/d273021ddef14c.htm">proxy</a>. That includes “fully-paid expenses (transportation, food and lodging) to the Super Bowl and NFL Pro Bowl each year for up to 4 guests per trip, a specified number of tickets to each Super Bowl held at the stadium and the right to buy a fixed number of additional tickets to each Super Bowl held at the stadium and up to a specified number of seats to Super Bowls held at other locations.”</p>
<p style="text-align: left;">As we said, most disclosures about sports-ticket perks are vaguer. Penske Automotive Group, Inc. (PAG) filed a <a href="http://www.sec.gov/Archives/edgar/data/1019849/000095012311026002/c14216def14a.htm">proxy</a> in March, 2011 showing that it provided &#8220;personal use of sporting event tickets&#8221; to at least a couple of its named executive officers. So did Universal Health Services, Inc. (UHS), which disclosed in its April, 2011 <a href="http://www.sec.gov/Archives/edgar/data/352915/000119312511086806/ddef14a.htm">proxy</a> that:</p>
<blockquote>
<p style="text-align: left;">&#8220;From time to time, we make tickets to cultural and sporting events available to our employees, including our named executive officers, for business purposes. If not utilized for business purposes, the tickets are made available to our employees, including our named executive officers, for personal use.&#8221;</p>
</blockquote>
<p style="text-align: left;">Other references in the filings are more oblique, but can still be illuminating. Groupon (GRPN) even got into the act in some of its many amended registration statements (<a href="http://www.sec.gov/Archives/edgar/data/1490281/000104746911008854/a2205238zs-1a.htm" target="_blank">S-1/A</a> filings) last fall as it prepared for its IPO. In it, the electronic coupon company quotes an August 25 email to employees from its chief executive, in which he defends a dubious (and controversial) performance measurement, and in passing makes reference to the &#8220;reason we didn&#8217;t realize everyone in the world would hate our Superbowl ad&#8230;&#8221; (Last year, of course, Groupon tried to <a href="http://www.grantland.com/blog/hollywood-prospectus/post/_/id/41943/youtube-hof-super-bowl-commercials" target="_blank">pull a Monster.com</a> with a cheeky Superbowl ad debut, and instead ran three <a href="http://www.nbcchicago.com/news/local/Groupon-Super-Bowl-Ad-Fails-Badly-115480369.html" target="_blank">ads that fizzled</a>, one of which was widely seen as mocking Tibetans for being poor and dominated by China.)</p>
<p style="text-align: left;">Some filings give an insight into ordinary working conditions at some companies: A collective bargaining contract included as an exhibit to the <a href="http://www.sec.gov/Archives/edgar/data/1159154/000115915411000025/rjet93011ex101.htm" target="_blank">10-Q</a> that Republic Airways (RJET) filed on November 9 elevates the sporting event to the status of Christmas for some personnel purposes, noting that &#8220;During a period (e.g., Christmas Holidays, Superbowl weekend) when all Flight Attendants are required to present a doctor’s note for sick calls, prior notice will be given&#8221; before the restriction is put in place.</p>
<p style="text-align: left;">And of course, a few companies are just bragging: For some time now, truck-maker Oshkosh (OSK) has been saying in the Business section of its <a href="http://www.sec.gov/Archives/edgar/data/775158/000110465911064553/a11-24697_110k.htm" target="_blank">10-K</a> filings that the the company&#8217;s television-news trucks &#8220;have been used to broadcast the NFL Superbowl, the FIFA World Cup and the Olympics.&#8221;</p>
<p style="text-align: left;">Similarly, a couple of companies are boasting about directors&#8217; roles on this year&#8217;s Super Bowl host committee. Nike (NKE) noted in its July 26 proxy that director John C. Lechleiter, who&#8217;s on the board because of &#8220;his operational executive experience and his knowledge of science, marketing, management, and international business,&#8221; was on the 2012 Indianapolis Super Bowl Host Committee, and tiny Pantry Inc. (PTRY) notes the same for director Mark D. Miles, who is deeply involved in a number of Indiana organizations and is the host committee&#8217;s chairman.</p>
<p style="text-align: left;">We&#8217;re not sure if these mentions tie into the SEC&#8217;s relatively recent requirement that companies lay out their board members&#8217; business qualifications &#8212; a host committee has a lot to do in a short time, after all &#8212; or if it&#8217;s more just a way of recognizing an honor.</p>
<p style="text-align: left;">So as you settle back with your cold beer and <a href="http://www.npr.org/blogs/waitwait/2012/01/09/144902995/sandwich-monday-32-layer-bean-dip" target="_blank">32-layer dip</a> to watch the game (or maybe to read a good book in the next room instead), give a thought to the poor securities lawyers who are going to have to work developments off the field into company filings over the next 12 months.</p>
<p style="text-align: left;"><em>Image source</em>: <a href="http://www.shutterstock.com/cat.mhtml?lang=en&amp;search_source=search_form&amp;version=llv1&amp;anyorall=all&amp;safesearch=1&amp;searchterm=football&amp;search_group=&amp;orient=&amp;search_cat=&amp;searchtermx=&amp;photographer_name=&amp;people_gender=&amp;people_age=&amp;people_ethnicity=&amp;people_number=&amp;commercial_ok=&amp;color=&amp;show_color_wheel=1#id=87734770&amp;src=0a67699a0bb1c7fdf34db1fb3151e076-1-77" target="_blank">American Football</a> image via Shutterstock.com</p>
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		<title>Update: ADP&#8217;s ex-CEO indicted, hearing set&#8230;</title>
		<link>http://www.footnoted.com/uncategorized/update-adps-ex-ceo-indicted-hearing-set/</link>
		<comments>http://www.footnoted.com/uncategorized/update-adps-ex-ceo-indicted-hearing-set/#comments</comments>
		<pubDate>Tue, 20 Dec 2011 15:43:13 +0000</pubDate>
		<dc:creator>Theo Francis</dc:creator>
				<category><![CDATA[Uncategorized]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=6584</guid>
		<description><![CDATA[   ]]></description>
			<content:encoded><![CDATA[<p style="text-align: left;"><a href="http://www.footnoted.com/wp-content/uploads/2011/12/ADP-GaryButler-mug2.jpg"><img class="alignleft size-medium wp-image-6585" title="ADP-GaryButler-mug2" src="http://www.footnoted.com/wp-content/uploads/2011/12/ADP-GaryButler-mug2-240x300.jpg" alt="" width="240" height="300" /></a>When we <a href="http://www.footnoted.com/uncategorized/adp-chiefs-exit-followed-south-carolina-arrest/" target="_blank">broke the news</a> last month about the arrest of ADP&#8217;s then-chief executive, Gary C. Butler, we noted that he had his first court hearing scheduled for December 16. That was Friday, and we got in touch with South Carolina court officials yesterday to get an update.</p>
<p style="text-align: left;">The hearing on Friday  was a preliminary one &#8212; Butler didn&#8217;t have to attend, but we&#8217;re told he was represented by Hilton Head Island attorney <a href="http://bauerandmetro.com/samuel-c-bauer" target="_blank">Sam Bauer</a>. The hearing came a day after a Beaufort County grand jury handed down an indictment on one count of first-offense criminal domestic violence, we were told by a spokesman for South Carolina&#8217;s Fourteenth Circuit Solicitor&#8217;s Office (which we understand is the equivalent of a district attorney).</p>
<p style="text-align: left;">First-offense criminal domestic violence is a misdemeanor under South Carolina law, the spokesman told us, and those convicted of the charge face a maximum penalty of 30 days in jail and/or a fine of up to $2,000.</p>
<p style="text-align: left;">Butler&#8217;s next hearing has been set for January 18, and it&#8217;ll be another preliminary or pre-trial hearing. No trial has been scheduled yet. We left a message with Bauer&#8217;s office and are waiting to hear back. (The person answering the phones said she couldn&#8217;t confirm that Butler is a client, which seems to be standard practice for some law offices.) The online <a href="http://publicindex.sccourts.org/beaufort/publicindex/CaseDetails.aspx?County=07&amp;CourtAgency=07102&amp;Casenum=J349765&amp;CaseType=C" target="_blank">court record</a> doesn&#8217;t appear to have been updated yet today.</p>
<p style="text-align: left;">Barring something unusual, instead of putting up a new post for each incremental development, we&#8217;ll update this one as we get more information, whether it&#8217;s a comment from Butler&#8217;s attorney or details of the January 18 hearing. Stay tuned.</p>
<p style="text-align: left;"><em>Image source</em>: South Carolina Fourteenth Circuit Solicitor&#8217;s Office</p>
<p style="text-align: center;">————</p>
<p style="text-align: left;"><em><a href="http://www.footnoted.com/buried-treasure/help-us-find-the-worst-footnote-of-2011-2/" target="_blank">Don&#8217;t forget to vote</a> for the worst footnote of 2011! </em></p>
<p style="text-align: center;">————</p>
<p style="text-align: left;"><em>See more of what&#8217;s in the filings: Check out <a href="http://www.footnotedPro.com/" target="_blank">footnotedPro</a>, where we highlight unusual opportunities and potential problems well in advance of the market. For more information or to inquire about a trial subscription, email us at <a href="mailto:pro@footnoted.com" target="_blank">pro@footnoted.com</a>. </em></p>
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		<title>The Corzine lesson on executive departures&#8230;</title>
		<link>http://www.footnoted.com/uncategorized/the-corzine-lesson-on-executive-departures/</link>
		<comments>http://www.footnoted.com/uncategorized/the-corzine-lesson-on-executive-departures/#comments</comments>
		<pubDate>Thu, 08 Dec 2011 14:57:17 +0000</pubDate>
		<dc:creator>Theo Francis</dc:creator>
				<category><![CDATA[Uncategorized]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=6560</guid>
		<description><![CDATA[   ]]></description>
			<content:encoded><![CDATA[<p style="text-align: left;"><a href="http://www.footnoted.com/wp-content/uploads/2011/12/shutterstock_89773771.jpg"><img class="alignleft size-medium wp-image-6561" title="shutterstock_89773771" src="http://www.footnoted.com/wp-content/uploads/2011/12/shutterstock_89773771-300x198.jpg" alt="" width="300" height="198" /></a>All too often, the abrupt executive departure is an intricate work of fiction, an elaborate <a href="http://en.wikipedia.org/wiki/Kabuki_dance" target="_blank">kabuki dance</a> intended to hide from investors what is really happening. Sometimes it reads like a hackneyed novel: spending more time with the family, pursuing other interests, a fine job well done, etc.</p>
<p style="text-align: left;">But it can be much worse. For that, look no further than the March 2011 departure of Michael Roseman from MF Global (MFGLQ), which is now infamously in bankruptcy court. (The company&#8217;s former chief executive, ex-New Jersey senator and governor Jon Corzine, is scheduled to <a href="http://www.cbsnews.com/8301-250_162-57339175/corzine-i-dont-know-where-mf-global-money-is/" target="_blank">testify</a> before the House Agriculture Committee today, telling them, among other things, that he doesn&#8217;t know why $1.2 billion in client funds are missing.)</p>
<p style="text-align: left;">Roseman left his position as MF Global&#8217;s chief risk officer after raising concerns about the big bets that the company was making on European bonds, at Corzine&#8217;s behest, according to an excellent <a href="http://online.wsj.com/article/SB10001424052970204083204577080723935363452.html?mod=djemalertNEWS" target="_blank">article</a> by Aaron Lucchetti and Julie Steinberg in Tuesday&#8217;s Wall Street Journal. Those warnings, of course, proved prescient &#8212; concerns over the size of those investments (they reached $6.4 billion at one point after Roseman&#8217;s departure) and the underlying risk led to MF Global&#8217;s ultimate downfall. Roseman was told in January that he would be replaced, according to the WSJ, and stuck around a few months to smooth the transition.</p>
<p style="text-align: left;">But investors knew nothing about this conflict. Presumably, it would have been good to know that the official in charge of assessing risk &#8212; and warning against untenable risks &#8212; had summoned up the courage to challenge his ultimate boss, and even, as the WSJ tells it, to take his case to the CEO&#8217;s bosses, the board.</p>
<p style="text-align: left;">Instead you get bland language like this lone sentence from the <a href="http://www.sec.gov/Archives/edgar/data/1401106/000119312511022732/d10q.htm" target="_blank">10-Q</a> the company filed on February 3:</p>
<blockquote>
<p style="text-align: left;">&#8220;Mr. Michael Roseman, our prior Chief Risk Officer, received notice from us on January 31, 2011 that his employment will end on April 1, 2011. Mr. Roseman’s separation will be in accordance with the terms of his employment agreement.&#8221;</p>
</blockquote>
<p style="text-align: left;">The only other indicator that something might be wrong was the fact that MF Global paid Roseman $1.35 million as he left. But this is all MF Global&#8217;s July <a href="http://www.sec.gov/Archives/edgar/data/1401106/000119312511183746/ddef14a.htm" target="_blank">proxy</a> had to say on the subject:</p>
<blockquote><p>&#8220;Mr. Michael Roseman&#8217;s employment with the Company ended effective March 31, 2010. In connection with his separation from the Company, Mr. Roseman was paid severance totaling $1,350,000 under his employment agreement. Mr. Roseman&#8217;s severance payment was calculated by adding his fiscal 2011 target cash bonus amount ($500,000), his fiscal 2011 target equity bonus amount ($500,000) and his fiscal 2011 salary ($350,000). All of Mr. Roseman&#8217;s unvested restricted stock units vested as of March 31, 2011.&#8221;</p></blockquote>
<p style="text-align: left;">This is where reading between the lines becomes so critical. Executives who quit of their own volition, especially non-CEOs, rarely get big bucks on their way out the door. Often, that&#8217;s a sign that they went unwillingly. And yet, it offers no hint as to <em>why</em> he left: Poor performance? Personality conflict? Someone&#8217;s brother-in-law needed a job? There are a million potential reasons, good and bad, for easing someone out, and investors shouldn&#8217;t be left to guess.</p>
<p style="text-align: left;">Things have improved somewhat in a parallel situation, the departure of a corporate board member. Lately, when directors leave a company&#8217;s board, shareholders have a decent shot at learning when something is amiss: If the director sends a farewell letter, companies must file it, publicly, with the Securities and Exchange Commission. You&#8217;ll often see companies rushing to assert that a director departed without significant disagreements.</p>
<p style="text-align: left;">It isn&#8217;t a perfect system. There have been some high-profile dust-ups &#8212; we&#8217;ve footnoted incidents at <a href="http://www.footnoted.com/boardroom-brawls/wellcare-spat-simmers-on/" target="_blank">WellCare Health Plans</a> (WCG), <a href="http://www.footnoted.com/boardroom-brawls/stern-words-in-state-auto-financials-boardroom/" target="_blank">State Auto Financial</a> (STFC) and <a href="http://www.footnoted.com/buried-treasure/the-family-business/running-afoul-of-the-founder-at-w-p-carey/" target="_blank">WP Carey</a> (WPC) &#8212; but departing directors can still work with companies to sweep their differences under the rug if they want to. And we suspect many of those no-significant-disagreement disclaimers are glossing over quite a bit of disagreement. But it&#8217;s a start.</p>
<p style="text-align: left;">So does it make sense to require companies to disclose whether a departing executive has had significant disagreements with his or her superiors, or with the board? In other situations, does it make sense to require other disclosures, such as alleged malfeasance or even <a href="http://www.footnoted.com/uncategorized/adp-chiefs-exit-followed-south-carolina-arrest/" target="_blank">a domestic violence arrest</a>?</p>
<p style="text-align: left;">Some of these may have little bearing on the company&#8217;s fortunes, and no doubt companies and departing executives intent on hiding the facts will find a way to do so. But it would be a start.</p>
<p style="text-align: left;"><em>Image source</em>: <a href="http://www.shutterstock.com/cat.mhtml?lang=en&amp;search_source=search_form&amp;version=llv1&amp;anyorall=all&amp;safesearch=1&amp;searchterm=executive+departure&amp;search_group=&amp;orient=&amp;search_cat=&amp;searchtermx=&amp;photographer_name=&amp;people_gender=&amp;people_age=&amp;people_ethnicity=&amp;people_number=&amp;commercial_ok=&amp;color=&amp;show_color_wheel=1#id=89773771&amp;src=f2d8653616b501d0311fd26defbd6860-1-2" target="_blank">executive departure</a> photo from Shutterstock.com</p>
<p style="text-align: center;">————</p>
<p style="text-align: left;"><em>We didn&#8217;t catch MF Global in advance. But so far this year, we&#8217;ve given <a href="http://www.footnotedpro.com/" target="_blank">footnotedPro</a> subscribers a heads-up on four M&amp;A targets and AMR&#8217;s likely bankruptcy, along with dozens of other early warnings and hidden opportunities. We dig through filings to find the bad news &#8212; and good &#8212; that other investors overlook. To find out more, or to inquire about a trial subscription, email <a href="mailto:todd.serpico@morningstar.com">Todd Serpico</a>.</em></p>
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		<title>ADP chief&#8217;s exit followed South Carolina arrest&#8230;</title>
		<link>http://www.footnoted.com/uncategorized/adp-chiefs-exit-followed-south-carolina-arrest/</link>
		<comments>http://www.footnoted.com/uncategorized/adp-chiefs-exit-followed-south-carolina-arrest/#comments</comments>
		<pubDate>Thu, 17 Nov 2011 20:09:45 +0000</pubDate>
		<dc:creator>Theo Francis</dc:creator>
				<category><![CDATA[Uncategorized]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=6515</guid>
		<description><![CDATA[   ]]></description>
			<content:encoded><![CDATA[<p style="text-align: left;"><a href="http://www.footnoted.com/wp-content/uploads/2011/11/ADP-GaryButler.png"><img class="alignleft size-full wp-image-6516" title="ADP-GaryButler" src="http://www.footnoted.com/wp-content/uploads/2011/11/ADP-GaryButler.png" alt="" width="198" height="197" /></a>On Wednesday, Sonya <a href="http://www.footnoted.com/my-big-fat-deal/adps-pineapple-upside-down-agreement/" target="_blank">footnoted</a> the sudden departure of Automated Data Processing (ADP) Chief Executive Gary C. Butler, effective November 8. While the suddenness seemed a bit unusual to us, ADP <a href="http://www.adp.com/media/press-releases/2011-news-releases/carlos-rodriguez-promoted-to-ceo-of-adp.aspx">cast this</a> as part of a &#8220;succession plan previously established,&#8221; so we didn&#8217;t really question the timing. Today, we learned that he had been arrested on a criminal domestic-violence charge in the days before Butler stepped down.</p>
<p style="text-align: left;">We got the tip from a reader, who pointed us to a facsimile <a href="http://beauforttribune.com/archives/66791" target="_blank">booking report</a> posted on the website of the <a href="http://beauforttribune.com/" target="_blank">Beaufort Tribune</a>, a local newspaper in Beaufort County, South Carolina. We put in calls to ADP (<span style="text-decoration: line-through;">no response yet</span> <em><strong>see below</strong></em>), to the numbers we could find for Butler (also no response yet), and to the Beaufort County Sheriff&#8217;s office, which confirmed that the Butler who was arrested also worked for ADP. (The picture on the booking report certainly suggested as much, compared to <a href="http://www.forbes.com/2009/06/22/top-gun-ceos-intelligent-investing-survey_slide_2.html" target="_blank">publicity shots</a> of the ADP executive, but we like to make sure.)</p>
<p style="text-align: left;"><strong><em>Update:</em></strong><em> An ADP spokesman called back last night while I was flying back from Chicago, and we weren&#8217;t able to connect until this morning. This is the statement the company just sent a few minutes ago:</em></p>
<blockquote><p><em>&#8220;On November 8, 2011, Gary Butler informed the ADP Board of Directors of his decision to retire from the Company and resign from the Board for personal reasons. The Board was aware of the circumstances surrounding his decision and immediately implemented its previously established succession plan, under which Carlos Rodriguez would become CEO upon Mr. Butler’s retirement. Out of respect for his privacy, ADP is not commenting further.&#8221;</em></p></blockquote>
<p style="text-align: left;">Butler was arrested on November 6 at what appears to be a <a href="http://sc-beaufort-county.governmax.com/svc/default.asp?sid=FC0C2FB4223A47FABB6F6AFD76956F15" target="_blank">second home</a> in Bluffton, South Carolina. (ADP is based in New Jersey, and we understand Butler listed a Mountain Lakes, New Jersey, address with police in South Carolina). We were told by the Sheriff&#8217;s office that Butler and his wife had argued earlier in the day, and then went out to dinner with friends. That night, after returning home, the argument resumed, according to the police report on file with the Sheriff&#8217;s office. &#8220;At some point Mr Butler grabbed [his wife] by the neck and by the wrist and pushed her against a bureau in the bedroom, and she fled the residence and called law enforcement,&#8221; Beaufort County Sheriff&#8217;s Office Sgt. Robin McIntosh told us, citing the police report. She said Butler&#8217;s wife didn&#8217;t need medical attention, but that officers found signs &#8220;of somebody having had their hands on her.&#8221;</p>
<p style="text-align: left;">The Sheriff&#8217;s office doesn&#8217;t have any record of prior incidents involving Butler. A hearing in <a href="http://bcgov.net/about-beaufort-county/legal-and-courts/clerk-of-courts/index.php" target="_blank">General Sessions Court</a> is scheduled for December 16.</p>
<p style="text-align: left;">The incident may explain the sudden series of events that led up to Butler&#8217;s departure. His resignation came on November 8, the day after he was booked; his resignation was announced the next day &#8212; <a href="http://www.adp.com/media/press-releases/2011-news-releases/carlos-rodriguez-promoted-to-ceo-of-adp.aspx" target="_blank">cast as a retirement</a> &#8212;  and his <a href="http://www.sec.gov/Archives/edgar/data/8670/000095014211001898/eh1100824_ex1001.htm" target="_blank">separation agreement</a> was dated November 14 (but retroactive to November 8).</p>
<p style="text-align: left;">We&#8217;ll let you know if we learn more, or hear back from Butler or ADP.</p>
<p style="text-align: left;"><em>Image source</em>: <a href="http://www.forbes.com/lists/2009/12/best-boss-09_Gary-C-Butler_XC57.html" target="_blank">Forbes.com</a></p>
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		<title>Putting Buffett&#8217;s income in perspective&#8230;</title>
		<link>http://www.footnoted.com/uncategorized/putting-buffetts-income-in-perspective/</link>
		<comments>http://www.footnoted.com/uncategorized/putting-buffetts-income-in-perspective/#comments</comments>
		<pubDate>Fri, 14 Oct 2011 13:12:23 +0000</pubDate>
		<dc:creator>Theo Francis</dc:creator>
				<category><![CDATA[Uncategorized]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=6441</guid>
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			<content:encoded><![CDATA[<p style="text-align: left;"><a href="http://www.footnoted.com/wp-content/uploads/2011/10/492px-Warren_Buffett_KU_Visit.jpg"><img class="alignleft size-medium wp-image-6442" title="492px-Warren_Buffett_KU_Visit" src="http://www.footnoted.com/wp-content/uploads/2011/10/492px-Warren_Buffett_KU_Visit-246x300.jpg" alt="" width="246" height="300" /></a>Warren Buffett made a splash this week when he <a href="http://money.cnn.com/2011/10/12/news/economy/buffett_taxes_2010/" target="_blank">disclosed</a> just how much he made last year, as part of his push to raise taxes on the &#8220;ultra-rich&#8221; (himself included). No surprise, it was big bucks &#8212; $62.8 million &#8212; though only a fraction of it comes from Berkshire Hathaway in the form of direct compensation. But Buffett&#8217;s disclosure prompted us to leaf through the filings to see how it compares with other CEOs.</p>
<p style="text-align: left;">To some degree, of course, this is comparing apples to oranges, since Buffett was talking about income from all sources, and corporate filings only tell us what the individual companies paid the executives, not what they made from investments, part-time board gigs and other sources. Even so, we were surprised just how close some other executives got to Buffett&#8217;s income &#8212; and how often these hefty incomes seemed to surface at smaller or lesser-known companies.</p>
<p style="text-align: left;">First, Buffett&#8217;s millions: The Sage of Omaha didn&#8217;t tell all, so we don&#8217;t know just how his income breaks down. (We do know from his <a href="http://money.cnn.com/news/storysupplement/buffett-letter-to-huelskamp/?iid=EL" target="_blank">letter</a> to Rep. Tim Huelskamp that his taxable income was $39.8 million, and he paid $6.9 million in federal income tax.) But turning to the latest <a href="http://www.sec.gov/Archives/edgar/data/1067983/000119312511062515/ddef14a.htm" target="_blank">proxy</a> from Berkshire Hathaway (BRK.A), we learn how much came from there: just $524,946, of which $100,000 was cash salary and the rest</p>
<blockquote>
<p style="text-align: left;">&#8220;Represents the costs of personal and home security services provided for Mr. Buffett and paid by Berkshire (2010 — $349,946 &#8230; ) and the value of director’s fees ($75,000 &#8230; ) received by Mr. Buffett from serving on the Board of Directors of The Washington Post Company in which Berkshire has a significant ownership interest. &#8220;</p>
</blockquote>
<p style="text-align: left;">Buffett also owns a ton of Berkshire stock, of course &#8212; 26.7 million shares of BRK.B, according to our friends at <a href="https://www.insiderscore.com/members.php">InsiderScore.com</a> &#8212; but clearly his holdings are diversified enough to provide plenty of additional income.</p>
<p style="text-align: left;">Now contrast that with Richard Handler, who rang up a whopping $47 million last year just from his primary job as chairman and chief executive of the Jefferies Group (JEF), the investment bank with a  $2.6-billion market capitalization. (Berkshire Hathaway, just by contrast, has a market-cap of $174 billion.)</p>
<p style="text-align: left;">Oh, and that&#8217;s just for 11 months, thanks to a change in the company&#8217;s fiscal year. Most of the bucks ($39 million) came in the form of &#8220;non-equity incentive pay&#8221; that Jefferies helpfully breaks down as &#8220;intended to apply across the three-year period from 2010-2012&#8243;; another $6 million was stock paid based on 2009 performance, roughly $2.2 million came as cash salary and bonus (yes, distinct from non-equity incentive pay) and most of the rest went to pay</p>
<blockquote>
<p style="text-align: left;">&#8220;$132,916 related to a driver we provide to Mr. Handler to facilitate his transportation to and from meetings, between our offices and for his personal use&#8221;</p>
</blockquote>
<p style="text-align: left;">As long as we&#8217;re comparing and contrasting, of course, there&#8217;s also performance: Berkshire has delivered roughly double the stock gains that Jefferies has the last <a href="http://www.google.com//finance?chdnp=1&amp;chdd=1&amp;chds=1&amp;chdv=1&amp;chvs=maximized&amp;chdeh=0&amp;chfdeh=0&amp;chdet=1293829200000&amp;chddm=493051&amp;chls=IntervalBasedLine&amp;cmpto=NYSE:BRK.A&amp;cmptdms=0&amp;q=NYSE:JEF&amp;ntsp=0" target="_blank">five years</a> &#8211; and, really, in almost any period (though they&#8217;re about even over a <a href="http://www.google.com//finance?chdnp=1&amp;chdd=1&amp;chds=1&amp;chdv=1&amp;chvs=maximized&amp;chdeh=0&amp;chfdeh=0&amp;chdet=1318540389462&amp;chddm=993531&amp;chls=IntervalBasedLine&amp;cmpto=NYSE:BRK.A&amp;cmptdms=0&amp;q=NYSE:JEF&amp;ntsp=0" target="_blank">decade</a>). Moreover, this is the company that we <a href="http://www.footnoted.com/my-big-fat-deal/performance-after-the-fact-at-jefferies-group/" target="_blank">footnoted</a> last year for painting compensation bull&#8217;s-eyes around the performance arrows.</p>
<p style="text-align: left;">Not many executives get paid as much as Handler, but plenty still get paid a heck of a lot. Some examples: Total pay for K.S. Hachigian, chairman and CEO of Cooper Industries (CBE), came to $25.1 million last year, largely thanks to $15 million in stock awards, $3 million in options and some $5.2 million in cash salary, bonus and other incentive pay.</p>
<p style="text-align: left;">Mylan (MYL) Chairman and CEO Robert J. Coury saw total pay of $22.9 million last year thanks largely to $6.1 million in stock awards, $2.7 million in options, $3.3 million cash incentive pay, $8 million in pension gains and $1.2 million in perks, including a company-paid car, company jet rides, tax reimbursements and other retirement benefits.</p>
<p style="text-align: left;">At least Cooper Industries shares have <a href="http://www.google.com//finance?chdnp=1&amp;chdd=1&amp;chds=1&amp;chdv=1&amp;chvs=maximized&amp;chdeh=0&amp;chfdeh=0&amp;chdet=1318542186345&amp;chddm=492660&amp;chls=IntervalBasedLine&amp;cmpto=NASDAQ:MYL;NYSE:BRK.A&amp;cmptdms=0;0&amp;q=NYSE:CBE&amp;ntsp=0" target="_blank">performed</a> pretty well relative to Berkshire&#8217;s.</p>
<p style="text-align: left;">Again, these pay figures are particularly eye-opening because they <em>don&#8217;t</em> include the income from investments and other sources that is almost surely wrapped into the income Buffett disclosed this week.</p>
<p style="text-align: left;">Let&#8217;s face it, Warren Buffett is one of the most successful, most imitated businessmen ever. Most CEOs don&#8217;t have even a fraction of his stature or track-record.</p>
<p style="text-align: left;">And yet, quite a few seem to be paid that way.</p>
<p style="text-align: left;"><em>Image source</em>: Mark Hirschey via <a href="http://en.wikipedia.org/wiki/File:Warren_Buffett_KU_Visit.jpg" target="_blank">Wikimedia Commons</a></p>
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		<title>At Gannett, easing the way for Dubow&#8230;</title>
		<link>http://www.footnoted.com/uncategorized/at-gannett-easing-the-way-for-dubow/</link>
		<comments>http://www.footnoted.com/uncategorized/at-gannett-easing-the-way-for-dubow/#comments</comments>
		<pubDate>Wed, 12 Oct 2011 14:34:18 +0000</pubDate>
		<dc:creator>Theo Francis</dc:creator>
				<category><![CDATA[Uncategorized]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=6433</guid>
		<description><![CDATA[   ]]></description>
			<content:encoded><![CDATA[<p style="text-align: left;"><a href="http://www.footnoted.com/wp-content/uploads/2011/10/MoneyBills0202087.jpg"><img class="alignleft size-medium wp-image-6434" title="Money" src="http://www.footnoted.com/wp-content/uploads/2011/10/MoneyBills0202087-300x181.jpg" alt="" width="300" height="181" /></a>Gannett (GCI) Chairman and Chief Executive Craig A. Dubow stepped down on October 6, citing health problems, a couple years after back surgery and a related leave of absence. The <a href="http://www.sec.gov/Archives/edgar/data/39899/000119312511266880/d241222d8k.htm" target="_blank">8-K</a> Gannett issued filed at 5:01 p.m. on Friday is, like its flagship USA Today newspaper, a model of brevity; unfortunately, it&#8217;s considerably less informative, at least if you&#8217;re looking for information about Dubow&#8217;s exit package.</p>
<p style="text-align: left;">The filing says nothing about the compensation for his replacements, new CEO Gracia C. Martore and Chairman Marjorie Magner, and notes laconically that Dubow &#8220;will receive the benefits and payments which become payable in connection with a termination of his employment related to a disability, in accordance with his [2007] employment agreement&#8221; &#8212; as modified by two amendments since then. No detail on the actual amounts.</p>
<p style="text-align: left;">Gannett is something of a frequent flyer here &#8212; in February, we <a href="http://www.footnoted.com/my-big-fat-deal/rolls-royce-health-care-lives-on-at-gannett/" target="_blank">footnoted</a> the souped-up health-care plan that gives executives as much as $750,000 on top of regular medical benefits, and in March 2010 we <a href="http://www.footnoted.com/buried-treasure/an-oddly-placed-reward-at-gannett/" target="_blank">observed</a> that Dubow&#8217;s rewards for simply walking away had risen dramatically. So we decided to take a close look at what Dubow is likely to get as he steps down &#8212; and, as others have mentioned (including <a href="http://gannettblog.blogspot.com/2011/10/new-document-confirms-37m-for-dubow.html" target="_blank">Gannett Blog</a> and <a href="http://www.dailykos.com/story/2011/10/10/1024729/-CEO-who-laid-off-thousands-gets-$37-million-retirement-package?via=siderec" target="_blank">Daily Kos</a>), it&#8217;s eye-opening, and a sharp contrast to the layoffs and <a href="http://www.google.com//finance?chdnp=1&amp;chdd=1&amp;chds=1&amp;chdv=1&amp;chvs=maximized&amp;chdeh=0&amp;chfdeh=0&amp;chdet=1318297895984&amp;chddm=492660&amp;chls=IntervalBasedLine&amp;cmpto=INDEXDJX:.DJI;INDEXSP:.INX&amp;cmptdms=0;0&amp;q=NYSE:GCI&amp;ntsp=0" target="_blank">stock-market losses</a> that have marked Dubow&#8217;s tenure. <em>(<strong>Update:</strong> Peter Lewis does a beautiful, if sad, job of <a href="http://www.peterlewis.com/2011/10/10/to-the-barricades/" target="_blank">dissecting</a> Dubow&#8217;s tenure at his blog.)</em></p>
<p style="text-align: left;">But it&#8217;s in the fine print &#8212; where the perks and extras are laid out &#8212; that Gannett&#8217;s largesse really stands out.</p>
<p style="text-align: left;">The most recent <a href="http://www.sec.gov/Archives/edgar/data/39899/000119312511076593/ddef14a.htm" target="_blank">proxy</a>, filed in late March, indicates that Dubow would have gotten $37.1 million in cash and benefits if he had left on disability in December of last year: a $13 million pension , $6 million in cashed-out stock options, $5.3 million in cashed-out restricted stock, monthly disability benefits for life worth about $6.9 million today, and another $5.9 million lump-sum cash payment for &#8220;additional disability benefits.&#8221;</p>
<p style="text-align: left;">But that doesn&#8217;t include a host of perks and benefits laid out in two dense footnotes, some of which continue indefinitely: company-paid legal and financial-counseling services for three years (estimated tab: $75,000), unspecified &#8220;supplemental medical insurance coverage for the executive and his or her family,&#8221; company-paid Medicare Part B premiums and supplemental coverage for life after age 65, a life-insurance policy of at least $350,000 face value that Gannett will pay for until Dubow turns 65, and as much as $75,000 over five years in Gannett-paid (but Dubow-directed) charitable contributions.</p>
<p style="text-align: left;">Dubow also can keep his company-issue home-office equipment and gets three years of free tech support, plus an office and secretarial assistance &#8220;and access to Company facilities at no charge for three years.&#8221; He can also use the company plane for three years &#8220;at times not inconveniencing the Company,&#8221; but has to pay an hourly rate for the privilege. At least there&#8217;s no lifetime consulting agreement and golf-club membership, like the one Michelle <a href="http://www.footnoted.com/uncategorized/consultant-for-life/" target="_blank">footnoted</a> at Gannett back in 2004.</p>
<p style="text-align: left;">We wouldn&#8217;t wish medical problems or disability on anyone, and presumably Dubow would have been happy to stay if he could have. He&#8217;s run the company since 2005, and was just re-elected to a one-year term in the spring. Still, Gannett has made it a lot easier for him to go from a financial standpoint.</p>
<p style="text-align: left;">In an <a href="http://www.washingtonpost.com/lifestyle/style/gannett-names-gracia-martore-as-new-chief-executive/2011/10/07/gIQAsQ28TL_story.html" target="_blank">article</a> in the Washington Post, Martore welcomed her new position as permanent CEO (she has previously served as interim CEO during Dubow&#8217;s leaves of absence) and is quoted as saying that &#8220;out of great challenges come great opportunities.” From the context it&#8217;s clear that she was talking about the newspaper business, but she might just as well have been talking about Dubow&#8217;s exit.</p>
<p style="text-align: left;"><em>Image source</em>: <a href="http://www.morguefile.com/archive/display/196928" target="_blank">penywise</a> via morgueFile</p>
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		<title>In Memoriam: Steve Jobs in the filings&#8230;</title>
		<link>http://www.footnoted.com/uncategorized/event/in-memoriam-steve-jobs-in-the-filings/</link>
		<comments>http://www.footnoted.com/uncategorized/event/in-memoriam-steve-jobs-in-the-filings/#comments</comments>
		<pubDate>Thu, 06 Oct 2011 15:25:25 +0000</pubDate>
		<dc:creator>Michelle Leder</dc:creator>
				<category><![CDATA[Event]]></category>
		<category><![CDATA[CEOs]]></category>
		<category><![CDATA[memoriam]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=6420</guid>
		<description><![CDATA[   ]]></description>
			<content:encoded><![CDATA[<p style="text-align: left;"><a href="http://www.footnoted.com/wp-content/uploads/2011/10/PastedGraphic-2.png"><img class="alignleft size-medium wp-image-6421" title="PastedGraphic-2" src="http://www.footnoted.com/wp-content/uploads/2011/10/PastedGraphic-2-300x187.png" alt="" width="300" height="187" /></a>Here at footnoted world headquarters (not to mention our various satellite offices), we&#8217;re deep-in when it comes to Apple (AAPL) products and longtime fans of Steve Jobs. Our <a href="http://www.footnoted.com/uncategorized/if-only-we-were-so-lucky/">very first post</a> (back in 2003) was about Apple and we&#8217;re typing this post on a MacBookPro while looking at a 27&#8243; Apple monitor (and using a wireless Apple mouse and keyboard).</p>
<p style="text-align: left;">So when <a href="http://online.wsj.com/article/SB10001424052702304447804576410753210811910.html?mod=WSJ_Home_largeHeadline">news</a> broke last night that Apple co-founder and CEO Steve Jobs had died, we decided to scrap the post we had been planning to write for today and dig through old SEC filings for mentions of Jobs and the role that he played at both Apple, and at other companies that he touched.</p>
<p style="text-align: left;">We started with Apple&#8217;s <a href="http://www.computerhistory.org/collections/accession/102712693">preliminary private offering</a>, which, while not available via Edgar, was located (via our friend, <a href="http://newrulesofinvesting.com/">Zack Miller</a>) from the Computer History Museum. One of the things that surprised us &#8212; given how much Jobs is associated with the company &#8212; is that his name was only mentioned once in the 50-plus page document. We particularly liked some of the risk factors in that filing:</p>
<blockquote>
<div>Operating History: Apple Computer Inc. is a new company which has not established a long history of operation upon which to base opinions of accuracy of forecasts, financial projections or operations efficiency.</div>
<div>Manufacturing: Apple has experienced extreme difficulty in obtaining its custom injection molded cases. There is no assurance that this problem will be solved through establishing additional sources of supply.</div>
<div>Cash Flow vs Rapid Growth: Apple management expects that rapid growth and potential market fluctuations may present severe cash flow management difficulties.</div>
<div>Management: Apple Computers&#8217; Management team is young and relatively in-experienced in the high volume consumer electronics business.</div>
</blockquote>
<div>The same museum also had a copy of the <a href="http://www.computerhistory.org/collections/accession/102712692">preliminary business plan</a> from 1981, which struck us as a bit different, given that Apple went public in 1980. (You could have <a href="http://www.ebay.com/itm/Apple-Computer-1980-IPO-stock-prospectus-Apple-II-iPad-iPhone-iPod-Steve-Jobs-/120783497999">bought a copy</a> of the original prospectus on Ebay earlier this week for $376. We&#8217;re guessing that the price would be a lot higher now).</div>
<p style="text-align: left;">Over the years, Jobs&#8217; name was featured a lot more prominently in Apple&#8217;s filings, including <a href="http://www.sec.gov/Archives/edgar/data/320193/0000320193-97-000012.txt">this one</a> which announced his return to Apple as a special advisor in July 1997 and this one from Sept. 1997 which <a href="http://www.sec.gov/Archives/edgar/data/320193/0000320193-97-000018.txt">announced</a> his appointment as interim CEO. One filing we couldn&#8217;t find was the one where Jobs went from being interim CEO to CEO. Apple, which is known for playing things close to the vest, only filed two 8-Ks in all of 1998.</p>
<p style="text-align: left;">But what we really found interesting was the way other companies talked about Apple in their filings. There was <a href="http://www.sec.gov/Archives/edgar/data/806857/0000927405-99-000105.txt">this prospectus</a> from the Gamco Growth Fund in 1999 that mentioned Jobs and two other prominent (but in our mind considerably less visionary) CEOs in the same breath:</p>
<blockquote>
<p style="text-align: left;">Finally, Apple is back. With the return of <a href="http://www.10kwizard.com/filing.php?g=13931880464e8d08011c00b&amp;backparam=cnn_opt%3D2%5Ealld%3DON%5Ecd_items_opt%5B%5D%3D1%5Enfg%5B%5D%3D127%5Eqsession%3D1%5Epage%3D8%5Enpage_set%3D1%5Eexp%3D%2528Steve%2Bor%2BSteven%2529%2Bw%252F3%2BJobs&amp;ipage=837591&amp;DSEQ=1&amp;SEQ=3&amp;SQDESC=SECTION_PAGE&amp;exp=%28%28%28Steve+or+Steven%29+w%2F3+Jobs%29+not+%28%28%24ftype%28127%29%29%29%29&amp;qsession=1&amp;qsessid=0">Steve</a> <a href="http://www.10kwizard.com/filing.php?g=13931880464e8d08011c00b&amp;backparam=cnn_opt%3D2%5Ealld%3DON%5Ecd_items_opt%5B%5D%3D1%5Enfg%5B%5D%3D127%5Eqsession%3D1%5Epage%3D8%5Enpage_set%3D1%5Eexp%3D%2528Steve%2Bor%2BSteven%2529%2Bw%252F3%2BJobs&amp;ipage=837591&amp;DSEQ=1&amp;SEQ=3&amp;SQDESC=SECTION_PAGE&amp;exp=%28%28%28Steve+or+Steven%29+w%2F3+Jobs%29+not+%28%28%24ftype%28127%29%29%29%29&amp;qsession=1&amp;qsessid=0">Jobs,</a> Apple launched the iMAC personal computer and it quickly became the best selling PC in the market. It is difficult for an analyst to quantify the value of a Lou Gerstner, Michael Armstrong or <a href="http://www.10kwizard.com/filing.php?g=13931880464e8d08011c00b&amp;backparam=cnn_opt%3D2%5Ealld%3DON%5Ecd_items_opt%5B%5D%3D1%5Enfg%5B%5D%3D127%5Eqsession%3D1%5Epage%3D8%5Enpage_set%3D1%5Eexp%3D%2528Steve%2Bor%2BSteven%2529%2Bw%252F3%2BJobs&amp;ipage=837591&amp;DSEQ=1&amp;SEQ=3&amp;SQDESC=SECTION_PAGE&amp;exp=%28%28%28Steve+or+Steven%29+w%2F3+Jobs%29+not+%28%28%24ftype%28127%29%29%29%29&amp;qsession=1&amp;qsessid=0">Steve</a> <a href="http://www.10kwizard.com/filing.php?g=13931880464e8d08011c00b&amp;backparam=cnn_opt%3D2%5Ealld%3DON%5Ecd_items_opt%5B%5D%3D1%5Enfg%5B%5D%3D127%5Eqsession%3D1%5Epage%3D8%5Enpage_set%3D1%5Eexp%3D%2528Steve%2Bor%2BSteven%2529%2Bw%252F3%2BJobs&amp;ipage=837591&amp;DSEQ=1&amp;SEQ=3&amp;SQDESC=SECTION_PAGE&amp;exp=%28%28%28Steve+or+Steven%29+w%2F3+Jobs%29+not+%28%28%24ftype%28127%29%29%29%29&amp;qsession=1&amp;qsessid=0">Jobs,</a> but they are clearly valuable assets and special people.</p>
</blockquote>
<p style="text-align: left;">Not everyone is a Jobs fan, of course. Back in 1996, Jerome Dodson, president of Parnassus Investments, complained in a <a href="http://www.sec.gov/Archives/edgar/data/747546/0000747546-96-000014.txt">filing</a> for its Parnassus Fund that &#8220;the biggest problem&#8221; at Apple has been its management, &#8220;which for the course of its history has ranged from the mediocre (John Sculley and Mike Markkula) to the dreadful (Steven Jobs and Michael Spindler).&#8221; In a <a href="http://www.sec.gov/Archives/edgar/data/747546/0000747546-96-000014.txt">later filing</a>, in 1997, Dodson devoted 500 words to explaining &#8220;Why I Soured on Apple&#8221; after selling the fund&#8217;s entire stake at a 50% loss &#8212; highlights include its decision to buy Jobs&#8217; company, NeXT Computing, the move that brought him back to Apple &#8212; and concluded that &#8220;Most likely,  a much smaller Apple will become a niche player.&#8221;  According to our friends at <a href="http://InsiderScore.com/">InsiderScore.com</a>, its technology-heavy funds still don&#8217;t hold any AAPL shares.</p>
<p style="text-align: left;">Here at footnoted, we like to think differently, just as Steve Jobs encouraged people to do all those years ago with this <a href="http://www.youtube.com/watch?v=4oAB83Z1ydE">iconic television ad</a>. In the end, that&#8217;s the best tribute we can offer.</p>
<p style="text-align: left;"><em>Image source</em>: Apple</p>
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		<title>Is News Corp. suffering from &#8220;Cookie Jar Syndrome&#8221;?&#8230;</title>
		<link>http://www.footnoted.com/uncategorized/event/is-news-corp-suffering-from-cookie-jar-syndrome/</link>
		<comments>http://www.footnoted.com/uncategorized/event/is-news-corp-suffering-from-cookie-jar-syndrome/#comments</comments>
		<pubDate>Tue, 16 Aug 2011 14:58:20 +0000</pubDate>
		<dc:creator>Sonya Hubbard</dc:creator>
				<category><![CDATA[Event]]></category>
		<category><![CDATA[10-K]]></category>
		<category><![CDATA[current events]]></category>
		<category><![CDATA[scandal]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=6276</guid>
		<description><![CDATA[Never underestimate the power of a scandal. Two years ago (almost to the day), we footnoted about News Corporation&#8217;s (NWS) new agreement with a former Chief Operating Officer. At the time, Michelle wrote that it &#8220;sets new standards for saying so little.&#8221; Fast forward two years, and we&#8217;re seeing a dramatic difference in the 10-K [...]]]></description>
			<content:encoded><![CDATA[<p><a href="http://www.footnoted.com/wp-content/uploads/2011/08/cookie-jar.jpg"><img class="alignleft size-full wp-image-6277" title="cookie jar" src="http://www.footnoted.com/wp-content/uploads/2011/08/cookie-jar.jpg" alt="hand in the cookie jar" width="180" height="240" /></a></p>
<p style="text-align: left;">Never underestimate the power of a scandal.</p>
<p style="text-align: left;">Two years ago (almost to the day), we <a href="http://www.footnoted.com/buried-treasure/news-corp-on-how-to-say-nothing-in-so-many-words/">footnoted</a> about News Corporation&#8217;s (NWS) new agreement with a former Chief Operating Officer. At the time, Michelle wrote that it &#8220;sets new standards for saying so little.&#8221;</p>
<p style="text-align: left;">Fast forward two years, and we&#8217;re seeing a dramatic difference in the <a href="http://www.sec.gov/Archives/edgar/data/1308161/000119312511221637/d10k.htm">10-K</a> that News Corp. filed yesterday, as well as the <a href="http://www.sec.gov/Archives/edgar/data/1308161/000119312511218124/dex991.htm">press release</a> attached to an <a href="http://www.sec.gov/Archives/edgar/data/1308161/000119312511218124/d8k.htm">8-K</a> that the company filed last week. Both SEC filings devoted a fair amount of space to the phone hacking scandal that resulted in members of Britain&#8217;s Parliament grilling Rupert Murdoch and his son last month.</p>
<p style="text-align: left;">The phone hacking scandal has actually been unraveling for more than 5 years now &#8211; people have gone to jail and been fired over it &#8211; yet News Corporation never included the words &#8220;phone hacking&#8221; in a regulatory filing until last week. (It did refer to it in other ways in filings last month, but more on that in a minute.)</p>
<p style="text-align: left;">In the August 10 earnings release, the company included a paragraph in the &#8220;Other Items&#8221; section which described the mess as follows:</p>
<blockquote>
<p style="text-align: left;">&#8220;In July 2011, the Company announced that it would close its publication, News of the World, after allegations of phone hacking and payments to police. As a result of these allegations, the Company is subject to several ongoing investigations by U.K. and U.S. regulators and governmental authorities, including investigations into whether similar conduct may have occurred at the Company’s subsidiaries outside of the U.K. The Company is fully cooperating with these investigations. In addition, the Company has admitted liability in a number of civil cases related to the phone hacking allegations and has settled a number of cases. The Company has taken steps to solve the problems relating to News of the World including the creation and establishment of an independent Management &amp; Standards Committee, which will have oversight of, and take responsibility for, all matters in relation to the News of the World phone hacking case, police payments and all other connected issues at News International Group Limited (“News International”), including as they may relate to other News International publications.&#8221;</p>
</blockquote>
<p style="text-align: left;">And in yesterday&#8217;s 174-page <a href="http://www.sec.gov/Archives/edgar/data/1308161/000119312511221637/d10k.htm">10-K</a>, News Corp. includes 18 references to the &#8220;phone hacking&#8221; debacle, starting on page 1. In addition to reiterating the disclosures from last week&#8217;s press release, the filing adds:</p>
<blockquote>
<p style="text-align: left;">&#8220;&#8230;The [Management &amp; Standards Committee, or "MSC"] appointed an independent Chairman, Lord Grabiner QC, and will report directly to Joel Klein, Executive Vice President and a director of the Company, who in turn will report to Viet Dinh, an independent director and Chairman of the Company’s Nominating and Corporate Governance Committee. Both directors will update the Company’s Board of Directors. The MSC will ensure full cooperation with all relevant investigations and inquiries into <em>News of the World</em> matters and all other related issues across News International and will conduct its own internal investigations where appropriate. The MSC will also be responsible for reviewing existing compliance systems and for proposing and overseeing the implementation of new compliance, ethics and governance procedures at News International. The Company has engaged outside counsel to assist it in responding to U.K. and U.S. governmental inquiries.&#8221;</p>
</blockquote>
<p style="text-align: left;">Variations of the disclosure appear seven other times in the filing, including the disclosure that News Corp. &#8220;is not able to predict the ultimate outcome or cost associated with these investigations.&#8221; It warns investors (a few times) that the investigations could &#8220;damage our reputation and might impair our ability to conduct our business,&#8221; that it&#8217;s &#8220;probable&#8221; that more claims will be filed, that it can&#8217;t predict how big of a financial hit the company may take; furthermore, it adds that &#8220;civil, administrative or criminal fines or penalties&#8221; may be assessed before it&#8217;s all over.</p>
<p style="text-align: left;">What&#8217;s noteworthy is that until last week, News Corp. never specifically disclosed details about the scandal to investors who took the time to read the company&#8217;s filings. Starting in July, just before the incident exploded, the company issued a few press releases, such as <a href="http://www.sec.gov/Archives/edgar/data/1308161/000118143111040538/rrd317447_35333.htm">this one</a>, filed July 7, that referred to it with such phrases as &#8220;very serious problems&#8221; and &#8220;sullied&#8221; behavior. But if you, as an investor, didn&#8217;t already know what the company was talking about, you certainly wouldn&#8217;t understand it &#8211; or the gravity of the problem &#8211; from News Corp.&#8217;s SEC filings.</p>
<p style="text-align: left;">It will be interesting to watch as Murdoch and his leadership team attempt to resolve this mess over the coming months and, perhaps even years. The good news for investors is that the stock has <a href="http://www.google.com//finance?chdnp=1&amp;chdd=1&amp;chds=1&amp;chdv=1&amp;chvs=maximized&amp;chdeh=0&amp;chfdeh=0&amp;chdet=1313524800000&amp;chddm=7820&amp;chls=IntervalBasedLine&amp;q=NASDAQ:NWSA&amp;ntsp=0">begun to bounce</a> back from its scandal-ridden lows. More good news comes from the fact that the company seems to have finally realized that it got caught with a hand in the cookie jar, and has decided that the best policy going forward is &#8216;fessing up to investors, rather than trying to pretend the whole thing never happened.</p>
<p style="text-align: left;"><em>Image source: <a href="http://www.flickr.com/photos/buenos-aires/650804762/">Buenos-Aires</a> via flickr</em></p>
<p style="text-align: center;">————</p>
<p><em></em><em>Risk avoidance is critical in the current market environment. Over on </em><a href="http://www.FootnotedPro.com/"><em>FootnotedPro</em></a><em>, we shine a spotlight on potential problems well in advance of the market. For more information or to inquire about a trial subscription, contact </em><a href="mailto:todd.serpico@morningstar.com"><em>Todd Serpico</em></a>.</p>
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		<title>Heads in the sand: Debt ceiling disclosures MIA in the filings</title>
		<link>http://www.footnoted.com/uncategorized/event/heads-in-the-sand-debt-ceiling-disclosures-mia-in-the-filings/</link>
		<comments>http://www.footnoted.com/uncategorized/event/heads-in-the-sand-debt-ceiling-disclosures-mia-in-the-filings/#comments</comments>
		<pubDate>Thu, 14 Jul 2011 15:07:47 +0000</pubDate>
		<dc:creator>Michelle Leder</dc:creator>
				<category><![CDATA[Event]]></category>
		<category><![CDATA[Congress]]></category>
		<category><![CDATA[debt ceiling]]></category>
		<category><![CDATA[politics]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=6152</guid>
		<description><![CDATA[Given the steady and increasingly louder drumbeat of news about the debt ceiling &#8212; this morning brings the news that President Obama might summon key members of Congress to Camp David, where such weighty issues as peace in the Middle East have been hammered out &#8212; and the need to increase the debt ceiling to [...]]]></description>
			<content:encoded><![CDATA[<p style="text-align: left;"><a href="http://www.footnoted.com/wp-content/uploads/2011/07/Unknown.jpeg"><img class="alignleft size-thumbnail wp-image-6153" title="Unknown" src="http://www.footnoted.com/wp-content/uploads/2011/07/Unknown-150x150.jpg" alt="" width="150" height="150" /></a>Given the steady and increasingly louder drumbeat of news about the debt ceiling &#8212; this morning brings <a href="http://www.bloomberg.com/news/2011-07-14/obama-said-to-consider-camp-david-summit-this-weekend-for-deficit-talks.html">the news</a> that President Obama might summon key members of Congress to Camp David, where such weighty issues as <a href="http://en.wikipedia.org/wiki/Camp_David_Accords#The_Sadat_peace_initiative">peace in the Middle East</a> have been hammered out &#8212; and the need to increase the debt ceiling to prevent the U.S. economy from imploding, we thought it would be interesting to see what public companies are saying about this in their routine filings. After all, we&#8217;ve already seen everyone from <a href="http://video.cnbc.com/gallery/?video=3000031948#eyJ2aWQiOiIzMDAwMDMxOTQ4IiwiZW5jVmlkIjoiNjIwUitTUXN5NzUydTZpeHZrc3BYUT09IiwidlRhYiI6InRyYW5zY3JpcHQiLCJ2UGFnZSI6MSwiZ05hdiI6WyLCoExhdGVzdCBWaWRlbyJdLCJnU2VjdCI6IkFMTCIsImdQYWdlIjoiMSIsInN5bSI6IiIsInNlYXJjaCI6IiJ9">Warren Buffett</a> to <a href="http://cityroom.blogs.nytimes.com/2011/07/12/bloomberg-urges-washington-to-raise-debt-limit/">Michael Bloomberg</a>, not to mention <a href="http://thehill.com/news-by-subject/finance-economy/170915-business-groups-warn-debt-limit-must-be-raised">top business groups</a> sounding the alarms.</p>
<p style="text-align: left;">So you can imagine our surprise when we searched the filings and found &#8212; wait for it &#8212; next to nothing on an economic issue that just about everyone seems to be talking about. It was so surprising that we&#8217;ve checked multiple times, using different word strings, since we were so convinced there had to be something &#8212; a new risk factor, a warning about missing numbers &#8212; something. The most interesting recent thing we were able to turn up was a disclosure in <a href="http://www.sec.gov/Archives/edgar/data/906192/000095012311059429/y91691exv99w1.htm">this 8-K</a> that SRA International (SRA) filed last month to announce some additional details related to its <a href="http://washingtontechnology.com/articles/2011/04/01/sra-international-sale.aspx">private equity deal</a>. Snore city! Oddly enough, there was a bit more activity back in May, when Theo <a href="http://www.footnoted.com/market-meltdown/watching-the-debt-ceiling-with-kkr-metlife/">footnoted</a> about new debt-ceiling disclosures made by Met Life (MET) and KKR &amp; Co. (KKR).</p>
<p style="text-align: left;">What makes this so surprising is that there&#8217;s usually a very short lag between the time some significant news event happens and the disclosure in SEC filings. Companies don&#8217;t usually miss an opportunity to spell out a potential negative scenario, figuring it&#8217;s better to err on the side of caution than stick their heads in the sand. Our favorite remains the rush of companies who filed <a href="http://www.footnoted.com/pr-spin/playing-the-blame-game/">Katrina-related</a> disclosures shortly after the 2005 hurricane that ravaged New Orleans and other parts of the Southern US. But we&#8217;ve also seen companies quick to warn on a wide variety of other issues from the recent <a href="http://www.footnoted.com/uncategorized/event/japan-following-the-fukushima-accident/">nuclear crisis</a> in Japan to the <a href="http://www.footnoted.com/uncategorized/event/egypt-in-the-filings/">massive protests</a> in Egypt earlier this year.</p>
<p style="text-align: left;">Given how closely the debt ceiling issue is tied to the economy, it seems like a very odd dichotomy. Either companies are waiting for the political posturing to play out before they start tinkering with their filings. Or, they expect the whole thing to be resolved as Professor Bainbridge hints at in <a href="http://www.professorbainbridge.com/professorbainbridgecom/2011/07/gambling-on-the-debt-limit.html">this post</a> from yesterday on market-making on the debt ceiling.</p>
<p style="text-align: left;"><em>Image source</em>: <a href="http://www.rentokil.com/blog/">DeBugged blog</a></p>
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		<title>A romp through May&#8217;s filings: Video</title>
		<link>http://www.footnoted.com/uncategorized/a-romp-through-mays-filings-video/</link>
		<comments>http://www.footnoted.com/uncategorized/a-romp-through-mays-filings-video/#comments</comments>
		<pubDate>Fri, 03 Jun 2011 19:14:02 +0000</pubDate>
		<dc:creator>Theo Francis</dc:creator>
				<category><![CDATA[Uncategorized]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=6054</guid>
		<description><![CDATA[Today&#8217;s blog post on Time Warner Cable&#8217;s new fast-moving CFO is further down the page. But we also wanted to bring you a video appearance from this morning by our founder and editor, Michelle Leder, who appeared on the Daily Ticker over at Yahoo Finance to chat about some of the more amusing perks and [...]]]></description>
			<content:encoded><![CDATA[<p style="text-align: left;">Today&#8217;s blog post on Time Warner Cable&#8217;s new <a href="http://www.footnoted.com/my-big-fat-deal/a-short-timer-stops-in-at-time-warner-cable/" target="_blank">fast-moving CFO</a> is further down the page. But we also wanted to bring you a video appearance from this morning by our founder and editor, Michelle Leder, who appeared on the Daily Ticker over at Yahoo Finance to chat about some of the more amusing perks and disclosures from filings made during the month of May. It&#8217;s a fun and fast-moving recap.</p>
<p style="text-align: left;">So here&#8217;s the video, and <a href="http://finance.yahoo.com/blogs/daily-ticker/5-most-interesting-disclosures-corporate-america-may-114622704.html" target="_blank">this page</a> has both the video and a text rundown of the highlighted items. Enjoy, and have a great weekend! We&#8217;ll be back with more goodies from the fine print on Monday.</p>
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<p style="text-align: center;">———</p>
<p style="text-align: left;"><em>Want to see more of what&#8217;s hidden in corporate filings? Check out </em><a id="d8xi" title="FootnotedPro" href="http://www.footnotedpro.com/"><em>f0otnotedPro</em></a><em>, where we highlight unusual opportunities and potential problems well in advance of the market. For more information or to inquire about a trial subscription, email us at <a id="umd4" title="pro@footnoted.com" href="mailto:pro@footnoted.com">pro@footnoted.com</a>. </em></p>
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