The readers of Footnoted, the Morningstar-owned blog that follows the surprisingly fascinating world of SEC filings, annually select its worst footnote of the year — in other words, the best/worst disclosure of 2011. Hewlett-Packard won.

And what prompted the voters to award the world’s biggest tech company this dubious distinction? Its severance payment to former CEO Léo Apotheker, who, according to Footnoted’s reckoning, walked away with $25 million to $33 million following an 11-month stint at HP’s helm, during which its market capitalization declined by more than 40 percent.

Footnoted’s Michelle Leder calculated that range, having dug through the byzantine details of Apotheker’s employment contract as well as the separation agreement that HP filed after he left, and concludes the amount was probably closer to $36 million.

Before he was let go, I had taken a stab at the terms of Apotheker’s contract myself and came to a similar range of $28 million to $33 million. Then, after Apotheker’s departure, I trimmed that estimate a bit based on an HP 8K filing. It’s a tricky business running the numbers on these things, but as Footnoted says, we’ll probably get a final accounting when HP files its annual proxy statement early next year.

Apotheker’s package was part of what likely prompted HP to revise its severance policies, as The Wall Street Journal reported earlier this month. From now on, senior HP execs who get pushed out will have to leave behind unvested stock options and grants of restricted shares.

It’s also worth noting that HP beat out rival IBM in the worst footnote selection. Big Blue was in the running for its disclosure of outgoing CEO Sam Palmisano’s $170 million retirement benefit package, which includes, among other things, a $30 million pension that pays $3.2 million a year for life.

But it’s not the first time that HP has taken fire for the size of its payouts to ousted CEOs. When Mark Hurd resigned in 2010, he walked away with a severance deal worth about $35 million, but then later gave some $13 million back by forfeiting a batch of HP shares as part of a legal settlement with HP that followed his joining Oracle as co-president.

It turns out there were some subtle signals that the company was on the block. Theo Francis of Footnoted, the Morningstar-owned blog that follows the nitty-gritty details of SEC filings, notes a classic sign of a pending deal — increases in executive compensation and an apparent preoccupation with change-of-control provisions.

Senior executives often work these provisions into their compensation deals to ensure they don’t leave any money on the table or lose their equity in case a company is sold, merged or acquired. Often any unvested equity or options vest fully.

Francis notes that in July 2010, SucccessFactors added change-of-control provisions to its compensation plans without ever having given a thought to the subject before. Also, severance provisions were revised. For example: CEO Lars Dalgaard’s contract grants him double his annual salary and a target bonus should he lose his job after an acquisition. This comes on top of a $90,000 boost in his annual base salary to $540,000, plus an annual bonus that maxes out at twice that and a pot of restricted stock awards, worth about $6 million, all of which vest in the event of a deal.

All told, Dalgaard could walk away with almost $17 million when the deal closes. You can read more about all this in the original April 22 filing here.

Software company SS&C Technologies Holdings Inc. of Windsor, Conn., is aiming to raise as much as $161 million through a listing on Nasdaq under the symbol SSNC, but if recent pricing trends are any indicator, it could fetch more. The stock, which has an expected price range of $13 to $15 a share, probably should command $18 a share, according to research by Morningstar Inc. (MORN) analyst Brad Meeks.

Read the rest of this post on the original site

Consensus seems to be that the Droid is the device that will get Motorola back into the game. Indeed, Technology Business Research’s Ken Hyers says the Droid is likely a “serious challenger to the iPhone.”

Over at RBC Capital Markets, Mark Sue says good things as well. “The Droids are coming and Motorola will be an important part of Verizon’s push for smartphone differentiation,” he wrote in a note to clients Wednesday. “In addition to compelling products, Motorola seems to have gotten back into the good graces of the North American carrier federation, which should aggressively push the new devices.”

Of course, these endorsements don’t necessarily mean that Motorola is poised to return to its past glory. And they certainly don’t guarantee the Christmas turnaround the company is clearly hoping for. After all, the smart-phone market is far more competitive now than it was when Motorola last dominated it back in 2004.

Said Morningstar analyst Joseph Beaulieu: “[I’m not sure the Droid] will be good enough to cut through the noise that you’re getting from Apple iPhone, HTC’s Hero, Research In Motion’s BlackBerry and even Palm’s Pre and upcoming Pixi.”

Consensus seems to be that the Droid is the device that will get Motorola back into the game. Indeed, Technology Business Research’s Ken Hyers says the Droid is likely a “serious challenger to the iPhone.”

Over at RBC Capital Markets, Mark Sue says good things as well. “The Droids are coming and Motorola will be an important part of Verizon’s push for smartphone differentiation,” he wrote in a note to clients Wednesday. “In addition to compelling products, Motorola seems to have gotten back into the good graces of the North American carrier federation, which should aggressively push the new devices.”

Of course, these endorsements don’t necessarily mean that Motorola is poised to return to its past glory. And they certainly don’t guarantee the Christmas turnaround the company is clearly hoping for. After all, the smart-phone market is far more competitive now than it was when Motorola last dominated it back in 2004.

Said Morningstar analyst Joseph Beaulieu: “[I’m not sure the Droid] will be good enough to cut through the noise that you’re getting from Apple iPhone, HTC’s Hero, Research In Motion’s BlackBerry and even Palm’s Pre and upcoming Pixi.”

For Qwest (Q), the sale would do much to pare down its
nearly $14 billion in debt; the company has $560 million maturing in 2009 and another roughly $2.2 billion due in 2010. But finding a buyer could be difficult. For one thing, the souring economy will make finding sources of funding difficult. For another, potential acquirers like AT&T (T) and Verizon (VZ) may decline to bid simply because of antitrust concerns. Said Michael Hodel, an analyst at Morningstar, “Both companies have spent the last five years rolling up a big chunk of the telecom industry, and I don’t think regulators would be in the mood to see those firms get even larger.”