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The Worst Footnote of 2007

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By Michelle Leder
December 26, 2007

As 2007 draws to a close, it's hard to pass up an opportunity to reflect back on the past year. And what a year it was, when it came to the things companies are still burying, or at least trying to bury, in their routine SEC filings.

In a typical day, I tend to skim through several hundred filings, which means I see a lot. Yet, it never ceases to amaze me what types of things public companies wind up disclosing, especially when they think nobody is looking.

Of course, with over 13,000 public companies (the bulk of which are on a calendar year so they have similar deadlines for filing with the SEC, which makes for a very busy February and March), it's impossible to get to every filing. So any "worst of" list comes with the caveat that I could be missing those companies that were just better at hiding their problems (or that chose not to disclose them).

This year, instead of leaving the judging up to me, I decided to open the contest up to footnoted.org readers and gauge their opinion on the stinkiest footnote of 2007. And the winner is (drum-roll please):

Qwest Communication's decision to allow the stepdaughter of CEO Edward Mueller to use the corporate jet to go back and forth to high school. Of course, the company didn't say it exactly like that in the filing. In Mueller's amended employment contract, which was first uncovered by Jeff Smith at the Rocky Mountain News, "the company authorizes that the executive's spouse and family members may accompany the executive on the company aircraft." Nearly two thirds of footnoted.org readers thought that was the worst footnote of the year. A not-so-close second was the disclosure that Whole Foods CEO John Mackey was spending a bit too much time on the Yahoo message boards.

As much as I'd like to hope that we'll see fewer of these crazy disclosures in 2008, I'm a bit more realistic. The bottom line is that when it comes to disclosure, many companies are still treating their investors like chumps.

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