Gas prices may be much lower than they were during the summer of 2008, when they were approaching $5 a gallon in many parts of the country. But we couldn’t help but think about gas prices as we dipped into the 10-K that Exxon Mobil (XOM) filed on Friday.

In the filing, which was significantly longer than the 2008 10-K, the company disclosed that total compensation for one of its directors was over $600,000 in 2009. Eight other directors collected more than $300,000 and two received a little less than $250K.  Kenneth Frazier, Merck’s Executive Vice President of Global Human Health and a new bee to Exxon’s Board of Directors last year, made the most: $614,283, though to be fair, the bulk of that was in stock awards as opposed to cash compensation. While the other 10 directors took home $201,263 in stock awards, Frazier’s award was valued at $554,280. The footnotes reveal Frazier received a one-time grant of 8,000 restricted shares upon being first elected to the Board in May 2009. The valuation of this award is based on a market price of $69.29 on the date of grant, which is actually higher than Exxon stock is currently trading at.

Our find on Exxon’s director pay was just one of a few gems buried in last weeks’ filings. Other companies that fueled up their director’s pay in 2009 were Baker Hughes (BHI), Brocade Communications (BRCD) and Arkansas Best (ABFS). Directors at Brocade and Baker Hughes received more than $200K, while Robert Young of Arkansas Best pocketed $280K. Young’s perquisite value included personal use of the company’s aircraft and a hunting lodge, an administrative assistant, a nominal gift related to business activities and a Christmas gift from the Company.

This post was written by footnoted intern Kristen Scholer, who is a junior at Northwestern University.

Today’s the deadline for the many companies that are on a calendar year to get their 10Ks in to the SEC, and the folks here at footnoted couldn’t be happier. We won’t bore you with how we spent our respective weekends combing through over 900 alerts to assemble a hefty spreadsheet of all the different things that companies tried to dump in these filings, some of which topped over 1,600 pages! We’ll be sharing our best finds with subscribers to FootnotedPro.

But we thought the 10-K filed by Xerox (XRX) late Friday was a good one to talk about here for several reasons. For one, we’ve been pretty skeptical about the recently approved acquisition of Affiliated Computer Services (old ticker: ACS), which Xerox promises will expand its reach in the business process and document management markets. Yet, there is some positive news. For example, Xerox obtained 16% more patents in 2009 than in 2008. And this article points out that Xerox reported a 4Q 2009 profit of $180 million (although it adds that “the improvement was driven entirely by [its] success in paring its costs”).

If you look deeper, though, you might just end up with that annoyed feeling you get when the photocopier jams, you get toner all over your hands, and you still can’t find the crumpled paper that’s supposedly hiding in “Section B” of the machine.

The biggest annoyance comes from page 29. Here’s a snippet from the paragraph about the Annual Performance Incentive Plan, or “APIP”:

The Compensation Committee approved the payments of cash awards under the Xerox 2004 Performance Incentive Plan (“2004 PIP”), as amended, for the second half of 2009 APIP. The Compensation Committee had previously approved the awards for the first half of 2009 at its July 2009 meeting…. The Compensation Committee approved a second half 2009 cash award of $1,181,250 to [CEO Ursula] Burns, $1,093,750 to [Chairman of the Board Anne] Mulcahy, $624,750 to [Vice Chairman/CFO Lawrence] Zimmerman, $624,750 to [EVP & President, Corp. Operations James] Firestone, and $491,417 to [Sr. VP & President, Developing Markets Operations Jean-Noel] Machon.  These awards, combined with previously approved cash awards for the first half of 2009, result in combined cash awards of $1,884,375 to Ms. Burns, $2,331,250 to Mrs. Mulcahy, $1,071,000 to Mr. Zimmerman, $1,071,000 to Mr. Firestone, and $842,428 to Mr. Machon for full fiscal 2009.

Although the company “explains” the awards by referring to this exhibit, handing out millions of dollars seems inconsistent when viewed in the context of what else is going on. For example, we’re guessing that those types of bonuses won’t sit too well with the 2,500 folks that Xerox plans to lay off.

This article points out that Xerox – which is trying “to reverse five straight quarters of sales declines” – bought Affiliated Computer Services to help boost its revenues.  And this report stated that after the ACS acquisition, S&P lowered Xerox’s ratings to BBB-, one notch above junk status.  It also cited an analyst who said that Xerox is “vulnerable to macroeconomic conditions, as demonstrated by the sharp drop in equipment sales in 2009.”

But what about the fact that the stock is trading about 80 percent higher than it sold for one year ago? Well, that might seem less impressive after looking at p. 27 of the annual report, where Xerox includes a graph that shows what a $100 investment made on December 31, 2004 would be worth five years later. A hundred dollars invested in the S&P 500 Information Technology Index would have been worth $117.11. A hundred dollars invested in the S&P 500 Index would have been worth $102.11. And a hundred dollars in Xerox? Five years later, it would have been worth $51.97.

Image source:  Xerox

As the SEC deadline looms for large accelerated filers to file their 10-Ks by Monday, we’re reviewing literally hundreds of filings a day.  Besides disclosing the state of their own debts, revenues, legal affairs (and so much more!), many companies are also discussing the state of the economy and what they think the future holds.

While there’s not going to be one, identifiable moment where we can collectively sigh and say, “Whew!  Finally, the economy is fixed!”, we’ve noticed that many companies seem to be a bit more bullish in their filings this year.

One that particularly captured our attention was the annual report that the NASDAQ OMX Group, Inc. (NDAQ) filed recently.  (NASDAQ OMX is the world’s largest exchange company, with 3700 companies listed that have a market value of $4.1 trillion.)

Its outlook for 2010 (on pp. 45-46) is one of the most positive that we’ve seen.  After stating that the end of 2009 brought “signs of a recovery in the IPO market,” it stated:

We believe that the most challenging economic conditions in this cycle are behind us and the year ahead will likely prove more positive for our business drivers and our operations. We believe that our aggressive steps in meeting our cost, revenue, and technology synergies in 2008 and 2009 will enable us to benefit from improving economic conditions in 2010. We expect to further diversify our business with enhanced product offerings and/or acquisitions which are complementary to our existing businesses.

Granted, the focus here is primarily on NASDAQ OMX’s own bottom line; however, its positive projections are based on the observations that the economy really is starting to recover.

And even though there’s no danger that Wall Street will be confused with Pamplona any time soon, perhaps it’s at least reassuring to believe that the bulls are coming back.

Image source:  Comtours

On Tuesday, after the market closed, Bowne & Co. (BNE) announced that it was being acquired by RR Donnelly (RRD) for $481 million, or about $11.50 a share. Given that Bowne stock closed at $6.97 on Tuesday, there were no doubt some smiles on a few investors’ faces over the news.

Given this, we decided to go back and look at some of Bowne’s recent filings and we weren’t all that surprised to find a number of large funds that seem to have piled in to Bowne in a very large way — filing 13Gs, the form required when the position exceeds 5% — with near-perfect timing (Please see correction to this post below). Indeed, we counted four funds that filed 13Gs since the beginning of this month: Robeco Investment Management, Capital World Investors, Lord Abbett, and Steinberg Asset Management. Two other large funds — Dimensional Fund Advsiors and Wellington Asset Management — recently added to their positions in Bowne, according to the filings. BlackRock (BLK) also disclosed a new position in Bowne, though that was almost certainly due to the Friday night dump we footnoted earlier this month that was related to the acquisition of Barclay’s Global Investors.

A quick scan of Steinberg’s most recent 13F, which was filed just last week, shows that the stake in Bowne was worth just shy of $13 million on Dec. 31 at the time of the filing on Feb. 16. It’s not clear from the filings what the cost-basis was so it’s impossible to calculate the exact return, but given the sharp appreciation in the stock as a result of the M&A news we’re pretty sure that whoever made that decision to pile into Bowne in such a large way received a hearty congrats on Tuesday afternoon.

CORRECTION: As an anonymous commenter points out, I got the filing requirements for 13Gs and 13Ds mixed up in my head. As a result, the fact that four 13Gs were filed in February isn’t so unusual since the rules say that new 13Gs must be filed 45 days after the calendar year in which the position was established (which kind of makes them useless in my book, but that’s a different story!). As the commenter suggested, I went back and pulled the 13Fs for the four funds and found that 3 of the 4 started buying shares of Bowne during the quarter ended Sept. 30, 2009. The fourth fund — Lord Abbett — has had a position in Bowne since the end of December 2008. I apologize for this error and very much appreciate the anonymous person who brought it to my attention.

Image source: Angela Rutherford

Earlier today, we looked at Toyota’s own disclosures about the massive recall. But there’s also been a number of other companies that are disclosing all sorts of things related to the recall.

Among them was CTS (CTS), which disclosed in the 10-K that it filed yesterday that it too had received subpoenas. Here’s a snip from that filing:

We manufacture accelerator pedal assemblies for a number of automobile manufacturers, including subsidiaries of Toyota Motor Corporation (“Toyota”). We have supplied accelerator pedal assemblies to Toyota since the 2005 model year. Sales to Toyota have accounted for approximately 3.2%, 2.5% and 1.9% of our annual revenue for the years ended December 31, 2009, 2008 and 2007, respectively. We manufacture all pedal assemblies to specifications approved by the customer, including Toyota…One United States Attorney and the Securities and Exchange Commission have issued subpoenas to us regarding the facts and circumstances surrounding the Toyota voluntary pedal recall.

CTS doesn’t provide any additional details in the filing and earlier news releases by the company, including this one from Jan. 29 try to distance the company from Toyota’s problems. Still, it’s hard to spin a subpoena from a US Attorney. If nothing else, it’s a distraction, not to mention hefty legal fees.

We also found a few other companies — primarily in the automotive space — that have managed to work the Toyota recall into their filings. One surprise was from Priceline (PCLN), which in their 10-K filed last week included the Toyota recall as a risk factor, noting that it could create “further strain on rental car companies’ fleets and increased retail rental car rates.”

Also including the Toyota recall in their risk factors was AutoNation (AN), which noted that it owns 21 Lexus and Toyota dealerships. Group 1 Automotive (GPI) didn’t list the recall as a risk factor, but noted in its 10-K that the recall could have a material impact on the company’s results because Toyota brands accounted for over 36% percent of sales in 2009. And AK Steel (AKS) noted that Toyota was an important customer and that the recall could have a “negative impact” on demand for the company’s products.

UPDATE 6:15 pm: Add Penske Automotive Group (PAG) to the list of companies warning about the Toyota recall in their 10Ks.

Image source: Nick Ut/Associated Press