T
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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WISCONSIN
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39-0561070
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(State of Incorporation)
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(IRS Employer Identification Number)
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TITLE OF EACH CLASS
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NAME OF EACH EXCHANGE
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Common Stock, $0.10 par value
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ON WHICH REGISTERED
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New York Stock Exchange, Inc.
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Large accelerated filer
T
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller Reporting Company
o
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·
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flavors, flavor enhancers and bionutrients;
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|
·
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fragrances and aroma chemicals;
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|
·
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dehydrated vegetables and other food ingredients;
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|
·
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natural and synthetic food and beverage colors;
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|
·
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cosmetic and pharmaceutical colors and additives; and
|
|
·
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technical colors, inkjet colors and inks, and specialty dyes and pigments.
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|
·
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Sensient Food Colors (food and beverage colors);
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|
·
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Sensient Pharmaceutical Coating Systems (pharmaceutical colors and coatings);
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·
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Sensient Cosmetic Technologies (cosmetic colors and ingredients and systems); and
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|
·
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Sensient Industrial Colors (including paper colors; industrial colors for plastics, leather, wood stains, antifreeze and other uses; inkjet colors and inks; specialty inks; and display imaging).
|
|
·
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Flavors and Fragrances.
Competition to supply the flavors and fragrances industries has taken on an increasingly global nature. Most of the Company's customers do not buy their entire flavor and/or fragrance products from a single supplier and the Company does not compete with a single supplier in all product categories. Competition for the supply of flavors and fragrances is based on the development of customized ingredients for new and reformulated customer products, as well as on quality, customer service and price.
Competition to supply dehydrated vegetable products is present through several large and small domestic competitors, as well as competitors in other countries. Competition for the supply of dehydrated vegetables is based principally on product quality, customer service and price.
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|
·
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Color.
Competition in the color market is diverse, with the majority of the Company’s competitors specializing in either synthetic dyes and pigments or natural colors. The Company believes that it gains a competitive advantage as the only major basic manufacturer of a full range of color products, including synthetic dyes and pigments as well as natural colors. Competition in the supply of inkjet inks is based principally upon price, quality and service, as well as product development and technical capabilities. The Company competes against a number of large and small suppliers of inkjet inks.
|
|
·
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Asia Pacific and China.
Because of the broad array of products available to customers of the Asia Pacific Group and the China Group, the Company believes that it is able to offer a wider product base than many of its competitors. Competition is based upon reliability in product quality, service and price as well as technical support available to customers.
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INTERNATIONAL
(continued)
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||
Germany
|
||
Bremen (2)
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Flavors & Fragrances
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Production, R&D and sales/flavors, flavored products and essential oils
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Geesthacht
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Color
|
Production, R&D and sales/food colors
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Wolfen
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Color
|
Production, R&D and sales/specialty dyes and chemicals
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Guatemala
|
||
Guatemala City*
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Flavors & Fragrances
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Sales/fragrances
|
Hungary
|
||
Budapest
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Color
|
Sales/food colors
|
India
|
||
Mumbai*
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Asia Pacific
|
R&D and sales/colors and flavors
|
Indonesia
|
||
Jakarta*
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Asia Pacific
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R&D and sales/fragrances and cosmetic colors
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Italy
|
||
Milan
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Flavors & Fragrances
|
Production, R&D and sales/flavors
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Reggio Emilia (2)
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Color
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Production, warehouse, R&D and sales/natural colors
|
Japan
|
||
Hitachi
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Asia Pacific
|
Production/flavors and colors
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Tokyo*
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Asia Pacific
|
R&D and sales/flavors and colors
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Korea
|
||
Seoul*
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Asia Pacific
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Sales/flavors, colors and specialty chemicals
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Mexico
|
||
Celaya
|
Flavors & Fragrances
|
Production and sales/flavor enhancers and extracts
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Lerma
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Color
|
Production, R&D and sales/food and cosmetic colors
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Tijuana*
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Color
|
Production/inkjet inks
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Tlalnepantla (2)*
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Flavors & Fragrances
|
Production, R&D, distribution and sales/ingredients, flavors and fragrances and essential oils
|
The Netherlands
|
||
Elburg
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Flavors & Fragrances
|
Production/dehydrated flavors
|
Naarden*
|
Flavors & Fragrances
|
Sales/food colors and dehydrated and other flavors
|
New Zealand
|
||
Auckland
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Asia Pacific
|
Production, R&D and sales/flavors
|
Philippines
|
||
Manila*
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Asia Pacific
|
Production, R&D and sales/flavors, fragrances, cosmetic ingredients and color blending
|
Poland
|
||
Pozna
ň*
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Color
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Sales & warehouse/cosmetics
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Warsaw*
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Color
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Sales/food colors
|
Warsaw*
|
Flavors
|
Sales/flavors
|
INTERNATIONAL
(continued)
|
||
Romania
|
||
Bucharest*
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Flavors
|
Sales/flavors
|
Morazia*
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Color
|
Sales/food colors
|
Singapore
|
||
Singapore*
|
Asia Pacific
|
R&D and sales/food colors, flavors and dehydrated flavors
|
South Africa
|
||
Johannesburg*
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Color
|
Production, R&D and sales/food colors
|
Rivonia*
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Flavors
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Sales/flavors
|
Spain
|
||
Barcelona*
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Flavors & Fragrances
|
Sales/flavors
|
Granada
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Flavors & Fragrances
|
Production, R&D and sales/fragrances and aromatic chemicals
|
Sweden
|
||
Kristianstad*
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Flavors & Fragrances
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Sales/flavors
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Switzerland
|
||
Morges*
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Color
|
Production, R&D and sales/technical colors
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Thailand
|
||
Bangkok (2)*
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Asia Pacific
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Production, R&D and sales/colors and flavors
|
Turkey
|
||
Istanbul
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Flavors & Fragrances
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Sales/flavors
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Ukraine
|
||
Kiev*
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Flavors & Fragrances
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Sales/flavors
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United Kingdom
|
||
Ceredigion
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Flavors & Fragrances
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Production, R&D and sales/flavors and flavor enhancers
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Kings Lynn*
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Color
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Production, R&D and sales/food colors and inkjet inks
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Milton Keynes
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Flavors & Fragrances
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Production, R&D and sales/flavors and extracts
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( )
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Indicates number of properties at the locations, if more than one.
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*
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Indicates one leased property at the location.
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**
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Production had ceased at indicated facility and property was sold in 2011.
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Name
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Age
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Position
|
||
Kenneth P. Manning
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70
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Chairman, President and Chief Executive Officer
|
||
John F. Collopy
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42
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Vice President and Treasurer
|
||
Christopher M. Daniels
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38
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Vice President, Human Resources
|
||
John L. Hammond
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65
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Senior Vice President, General Counsel and Secretary
|
||
Richard F. Hobbs
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64
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Senior Vice President and Chief Financial Officer
|
||
Jeffrey T. Makal
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48
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Vice President, Controller & Chief Accounting Officer
|
||
Richard J. Malin
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45
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Assistant Controller
|
||
Paul Manning
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37
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President, Color Group
|
||
James P. McCarthy
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59
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President, Flavors & Fragrances Group
|
||
Stephen J. Rolfs
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47
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Vice President, Administration
|
||
Robert J. Wilkins
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55
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President, Asia Pacific Group
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Item
5
.
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Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Item
1
2.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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Item
13.
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Certain Relationships and Related Transactions and Director Independence.
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1 and 2:
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Financial Statements and Financial Statement Schedule. See below for “List of Financial Statements and Financial Statement Schedule.”
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3:
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See Exhibit Index following this report.
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Page Reference in
|
|||
1. Financial Stateme
nts
|
2011 Annual Report
|
||
to Shareholders
|
|||
The following consolidated financial statements of Sensient Technologies Corporation and subsidiaries are incorporated by reference from the Annual Report to Shareholders for the year ended December 31, 2011:
|
|||
Reports of Independent Registered Public Accounting Firm
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42-43
|
||
Consolidated Balance Sheets – December 31, 2011 and 2010
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24
|
||
Consolidated Statements of Earnings – Years ended December 31, 2011, 2010 and 2009
|
23
|
||
Consolidated Statements of Shareholders' Equity – Years ended December 31, 2011, 2010 and 2009
|
26
|
||
Consolidated Statements of Cash Flows – Years ended December 31, 2011, 2010 and 2009
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25
|
||
Notes to Consolidated Financial Statements
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27-40
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Page Reference in
|
|||
2. Financial Statement Sch
edule
|
Form 10-K
|
||
Report of Independent Registered Public Accounting Firm
|
20
|
||
Schedule II – Valuation and Qualifying Accounts
|
21
|
Valuation Accounts Deducted in the Balance Sheet From the Assets to Which They Apply
|
Balance at Beginning of Period
|
Additions Charged to Costs and Expenses
|
Additions Recorded During Acquisitions
|
Deductions
(A)
|
Balance at End of Period
|
|||||||||||||||
2009
|
||||||||||||||||||||
Allowance for losses:
|
$ | 4,295 | $ | 1,264 | $ | 0 | $ | 2,132 | $ | 3,427 | ||||||||||
Trade accounts receivable
|
||||||||||||||||||||
2010
|
||||||||||||||||||||
Allowance for losses:
|
$ | 3,427 | $ | 1,326 | $ | 0 | $ | 754 | $ | 3,999 | ||||||||||
Trade accounts receivable
|
||||||||||||||||||||
2011
|
||||||||||||||||||||
Allowance for losses:
|
$ | 3,999 | $ | 747 | $ | 0 | $ | 1,158 | $ | 3,588 | ||||||||||
Trade accounts receivable
|
SENSIENT TECHNOLOGIES CORPORATION
|
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/s/ John L. Hammond
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|
John L. Hammond
|
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Senior Vice President, General Counsel and Secretary
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/s/ Kenneth P. Manning
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/s/ James A.D. Croft
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Kenneth P. Manning
|
James A.D. Croft
|
Chairman of the Board, President
|
Director
|
and Chief Executive Officer
|
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/s/ Richard F. Hobbs
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/s/ William V. Hickey
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Richard F. Hobbs
|
William V. Hickey
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Senior Vice President and
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Director
|
Chief Financial Officer
|
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/s/ Jeffrey T. Makal
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/s/ Peter M. Salmon
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Jeffrey T. Makal
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Peter M. Salmon
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Vice President, Controller and
|
Director
|
Chief Accounting Officer
|
|
/s/ Hank Brown
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/s/ Elaine R. Wedral
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Hank Brown
|
Elaine R. Wedral
|
Director
|
Director
|
/s/ Fergus M. Clydesdale
|
/s/ Essie Whitelaw
|
Fergus M. Clydesdale
|
Essie Whitelaw
|
Director
|
Director
|
Exhibit
|
Incorporated by
|
Filed
|
||||
Number
|
Description
|
Reference from
|
Herewith
|
|||
3.1
|
Amended and Restated Articles of Incorporation adopted January 21, 1999, as amended as of April 21, 2005
|
Exhibit 3.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (Commission File No.1-7626)
|
||||
3.2
|
Amended and Restated By-Laws of Sensient Technologies Corporation as amended as of July 22, 2010
|
Exhibit 3.2 to Current Report on Form 8-K dated July 22, 2011 (Commission File No. 1-7626)
|
||||
4.4
|
Note Purchase Agreement dated as of June 27, 2006
|
Exhibit 10.1 to Current Report on Form 8-K dated June 27, 2006 (Commission File No. 1-7626)
|
||||
10
|
Material Contracts
|
|||||
10.1
|
Management Contracts or Compensatory Plans
|
|||||
10.1(a)(1)
|
Amended and Restated Executive Employment Contract dated August 17, 2007, between Company and Kenneth P. Manning (superseded)
|
Exhibit 10.1 to Current Report on Form 8-K dated August 17, 2007 (Commission File No. 1-7626)
|
||||
10.1(a)(2)
|
Amended and Restated Executive Employment Contract dated as of October 27, 2008, between the Company and Kenneth P. Manning (superseded)
|
Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
||||
10.1(a)(3)
|
Amended and Restated Executive Employment Contract dated as of February 5, 2009, between the Company and Kenneth P. Manning (superseded)
|
Exhibit 10.1 to Current Report on Form 8-K dated February 5, 2009 (Commission File No. 1-7626)
|
||||
10.1(a)(4)
|
Amended and Restated Executive Employment Agreement Contract dated as of July 22, 2010, between the Company and Kenneth P. Manning
|
Exhibit 10.1 to Current Report on Form 8-K dated July 22, 2010 (Commission File No. 1-7626)
|
||||
10.1(b)(1)
|
Form of Amended and Restated Change of Control Employment and Severance Agreement for Executive Officers (“Executive Change in Control Agreement”) (superseded)
|
Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
||||
10.1(b)(2)
|
Form of Amendments to Executive Change in Control Agreement (superseded)
|
Exhibit 10.1 to Current Report on Form 8-K dated March 23, 2010 (Commission File No. 1-7626)
|
||||
Form of Change of Control Employment and Severance Agreement
|
X
|
|||||
10.1(c)
|
Sensient Technologies Corporation 2002 Non-Employee Directors Stock Plan
|
Appendix C to Definitive Proxy Statement filed on Schedule 14A on March 15, 2004 (Commission File No. 1-7626)
|
||||
10.1(d)
|
Universal Foods Corporation 1994 Employee Stock Plan, as amended September 10, 1998
|
Exhibit 10.2(f) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)
|
Exhibit
|
Incorporated by
|
Filed
|
||||
Number
|
Description
|
Reference from
|
Herewith
|
|||
10.1(d)(1)
|
Amendment of 1994 Employee Stock Plan dated as of November 6, 2000
|
Exhibit 10.1(e)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)
|
||||
10.1(e)
|
Universal Foods Corporation 1998 Stock Option Plan, as amended September 10, 1998
|
Exhibit 10.2(h) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)
|
||||
10.1(e)(1)
|
Amendment of 1998 Stock Option Plan dated as of November 6, 2000
|
Exhibit 10.1(f)(1) to Annual Report on Form 10-K for
the fiscal year ended December 31, 2000 (Commission File No. 1-7626)
|
||||
10.1(f)
|
1999 Non-Employee Director Stock Option Plan
|
Appendix A to Definitive Proxy Statement filed on Schedule 14A on December 17, 1999 (Commission File No. 1-7626)
|
||||
10.1(f)(1)
|
Amendment of 1999 Non-Employee Director Stock Option Plan dated as of November 6, 2000
|
Exhibit 10.1(g)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)
|
||||
10.1(g)
|
Sensient Technologies Corporation 2002 Stock Option Plan
|
Appendix B to Definitive Proxy Statement filed on Schedule 14A on March 22, 2002
|
||||
10.1(g)(1)
|
Amendment No. 1 to the Sensient Technologies Corporation 2002 Stock Option Plan
|
Exhibit 10.11 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
||||
10.1(g)(2)
|
Form of Restricted Stock Agreement thereunder
|
Exhibit 10.1 to Current Report on Form 8-K dated December 1, 2005 (Commission File No. 1-7626)
|
||||
10.1(h)
|
Sensient Technologies Corporation 2007 Restricted Stock Plan
|
Appendix B to the Proxy Statement for the Annual Meeting of Shareholders of the Company dated March 15, 2007
|
||||
10.1(h)(1)
|
Amendment No. 1 to the Sensient Technologies Corporation 2007 Restricted Stock Plan
|
Exhibit 10.12 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
||||
10.1(i)
|
Directors Deferred Compensation Plan, as amended and restated effective as of January 1, 2005
|
Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
||||
10.1(i)(1)
|
Directors Unfunded Retirement Plan, Amended and Restated as of January 1, 2009
|
Exhibit 10.1(i)(l) to Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (Commission File No. 1-7626)
|
||||
10.1(j)(1)
|
Management Income Deferral Plan, as amended and restated effective as of December 31, 2004 (frozen portion)
|
Exhibit 10.5(a) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
||||
10.1(j)(2)
|
Management Income Deferral Plan, as amended and restated effective as of January 1, 2005 (non-frozen portion)
|
Exhibit 10.5(b) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
Exhibit
|
Incorporated by
|
Filed
|
||||
Number
|
Description
|
Reference from
|
Herewith
|
|||
10.1(k)(1)
|
Executive Income Deferral Plan, as amended and restated effective as of December 31, 2004 (frozen portion)
|
Exhibit 10.4(a) to Quarterly Report on Form 10-Q the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
||||
10.1(k)(2)
|
Executive Income Deferral Plan, as amended and restated effective as of January 1, 2005 (non-frozen portion)
|
Exhibit 10.4(b) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
||||
10.1(l)
|
Amended and Restated Sensient Technologies Corporation Rabbi Trust “A” Agreement dated November 30, 2009, between Registrant and Wells Fargo Bank N.A.
|
Exhibit 10.1(l) to Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (Commission File No. 1-7626)
|
||||
10.1(m)
|
Amended and Restated Sensient Technologies Corporation Rabbi Trust “B” Agreement dated November 30, 2009, between Registrant and Wells Fargo Bank N.A.
|
Exhibit 10.1(m) to Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (Commission File No. 1-7626)
|
||||
10.1(n)
|
Amended and Restated Sensient Technologies Corporation Rabbi Trust “C” Agreement dated November 30, 2009, between Registrant and Wells Fargo Bank N.A.
|
Exhibit 10.1(n) to Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (Commission File No. 1-7626)
|
||||
10.1(o)
|
Incentive Compensation Plan for Elected Corporate Officers
|
Exhibit 10.10 to Quarterly Report on Form 10Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
||||
10.1(p)
|
Management Incentive Plan for Group Presidents
|
Exhibit 10.9 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
||||
10.1(q)
|
Management Incentive Plan for Corporate Management
|
Exhibit 10.7 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
||||
10.1(r)
|
Management Incentive Plan for Group/Division Management
|
Exhibit 10.8 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
||||
10.1(s)(1)
|
Form of Agreement for Executive Officers (Supplemental Executive Retirement Plan A), as amended and restated effective as of January 1, 2005
|
Exhibit 10.1(s) to Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Commission File No. 1-7626)
|
||||
10.1(s)(2)
|
Form of Amendment No. 1 to the Sensient Technologies Corporation Amended and Restated Supplemental Executive Retirement Plan A (Effective as of January 1, 2005)
|
Exhibit 10.1(s)(2) to Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (Commission file No. 1-7626)
|
||||
10.1(s)(3)
|
Form of Amendment No. 2 to the Sensient Technologies Corporation Amended and Restated Supplemental Executive Retirement Plan A (Effective as of January 1, 2005)
|
Exhibit 10.1 to Current Report on Form 8-K dated April 22, 2010 (Commission File No. 1-7626)
|
Exhibit
|
Incorporated by
|
Filed
|
||||
Number
|
Description
|
Reference From
|
Herewith
|
|||
10.1(t)(1)
|
Form of Agreement for Executive Officers (Supplemental Executive Retirement Plan B), as amended and restated effective as of January 1, 2005
|
Exhibit 10.1(t) to Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Commission File No. 1-7626)
|
||||
10.1(t)(2)
|
Form of Amendment No. 1 to the Sensient Technologies Corporation Amended and Restated Supplemental Executive Retirement Plan B (Effective as of January 1, 2005)
|
Exhibit 10.1(t)(2) to Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (Commission File No. 1-7626)
|
||||
10.1(t)(3)
|
Form of Amendment No. 2 to the Sensient Technologies Corporation Amended and Restated Supplemental Executive Retirement Plan B (Effective as of January 1, 2005)
|
Exhibit 10.2 to Current Report on Form 8-K dated April 22, 2010 (Commission File No. 1-7626)
|
||||
10.1(u)(1)
|
Supplemental Benefit Plan, as amended and restated effective as of December 31, 2004 (frozen portion)
|
Exhibit 10.6(a) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
||||
10.1(u)(2)
|
Supplemental Benefit Plan, as amended and restated effective as of January 1, 2005 (non-frozen portion)
|
Exhibit 10.6(b) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
||||
10.1(v)
|
Sensient Technologies Corporation Policy on Recovery of Incentive Compensation from Executives effective January 1, 2012
|
Exhibit 10.1 to Current Report on Form 8-K dated December 8, 2011 (Commission File No. 1-7626)
|
||||
10.2
|
Credit Agreement dated as of June 15, 2007
|
Exhibit 10.1 to Current Report on Form 8-K dated June 15, 2007 (Commission File No. 1-7626)
|
||||
10.3
|
Credit Agreement dated as of October 7, 2008
|
Exhibit 10.1 to Quarterly Report on Form 8-K dated October 7, 2008 (Commission File No. 1-7626)
|
||||
Annual Report to Shareholders for the year ended December 31, 2011
|
X
|
|||||
14
|
Code of Ethics for Senior Financial Officers
|
Exhibit 14 to Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (Commission File No. 1-7626)
|
||||
Subsidiaries of the Registrant
|
X
|
|||||
Consent of Ernst & Young LLP
|
X
|
|||||
Certifications of Sensient’s Chairman, President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act
|
X
|
|||||
Certifications of Sensient’s Chairman, President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, pursuant to 18 United States Code § 1350
|
X
|
Exhibit
Number
|
Description
|
Filed
Herewith
|
|
101.INS*
|
Instance Document
|
X | |
|
|||
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
X
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
X
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
X
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
X
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
X
|
|
A.
|
In the event of a Change of Control, for purposes of calculating the Executive’s benefit under the Company’s Supplemental Executive Retirement Plan A (effective January 1, 2005) and the Company’s Supplemental Executive Retirement Plan B (effective as of January 1, 2005), each as amended from time to time (collectively, the “SERP”), if the Executive is a SERP participant, the Executive will be deemed to have received three additional years of base salary in amounts equal to the Executive’s Annual Base Salary as of the Effective Date as increased for purposes of this subparagraph in each of such three years by the percentage increase (if positive) in the Executive’s Annual Base Salary from the year prior to the year which the Effective Date occurs to the year in which the Effective Date occurs. Notwithstanding anything in the SERP or in the Company’s Executive Income Deferral Plan, as amended from time to time (the “EIDP”) to the contrary, in the event of a Change of Control, for purposes of determining the “annual bonus” amount for Final Compensation under the SERP, the measurement period shall be the greater of any one of the last five annual bonus payment dates immediately preceding the Effective Date or any one annual bonus payment date coinciding with or following the date on which the Executive attains age 50 and preceding the Effective Date as set forth in Section 4(b)(ii) of this Agreement and the lump sum distribution payments under the SERP and the EIDP shall be made as soon as administratively feasible, but no later than 5 business days after the Effective Date, subject to the 6-Month Delay Period (as defined under Section 12 below) only if and to the extent such delay is required under Section 409A of the Code and the regulations thereunder.
|
|
B.
|
If upon a Change of Control, the Executive vests in any of the Executive’s restricted stock grants under any of the Company’s equity plans or arrangements and becomes subject to income and/or employment taxes as a result of such vesting (the “Vesting Taxes”) and the executive’s restricted stock agreement provides for a tax gross-up payment, the Company shall pay to the Executive additional payments (a “Restricted Stock Reimbursement”) in amounts such that after payment by the Executive of all income, employment, state, local or foreign taxes imposed on such Restricted Stock Reimbursement, the Executive Retains an amount of the Restricted Stock Reimbursement equal to the Vesting Taxes. The Restricted Stock Reimbursement will be paid as soon as administratively feasible, but no later than 5 business days after the Effective Date, subject to the 6-Month Delay Period (as defined under Section 12 below) only if and to the extent such delay is required under Section 409A of the Code and the regulations thereunder.
|
|
A.
|
the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the: “Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year of the Company through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the “Accrued Obligations”); and
|
|
B.
|
the amount equal to the product of (1) three and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and
|
|
C.
|
the amount equal to the product of (x) three and (y) the highest aggregate annual amount contributed by the Company (as a Company contribution, and not a salary reduction) on behalf of the Executive, during the last three full fiscal years prior to the Effective Date, to the Company’s Transition Retirement Plan, Savings Plan, Retirement Employee Stock Ownership Plan, and Supplemental Benefits Plan, or any successor or replacement defined contribution plans.
|
SENSIENT TECHNOLOGIES CORPORATION
|
||
By:
|
||
Kenneth P. Manning
|
||
Chairman, President & Chief Executive Officer
|
||
(Executive)
|
||
Address:
|
2011
|
2010
|
|||||||
Rate excluding discrete items
|
32.2 | % | 32.9 | % | ||||
Discrete items
|
(2.5 | %) | (2.4 | %) | ||||
Reported effective tax rate
|
29.7 | % | 30.5 | % |
2010
|
2009
|
|||||||
Rate excluding discrete items
|
32.9 | % | 32.2 | % | ||||
Discrete items
|
(2.4 | %) | (2.5 | %) | ||||
Reported effective tax rate
|
30.5 | % | 29.7 | % |
(in thousands)
|
Total
|
1 year
|
2-3 years
|
4-5 years
|
> 5 years
|
|||||||||||||||
Long-term debt
|
$ | 312,422 | $ | 312 | $ | 72,715 | $ | 123,072 | $ | 116,323 | ||||||||||
Interest payments on long-term debt
|
54,410 | 13,447 | 22,453 | 15,814 | 2,696 | |||||||||||||||
Operating lease obligations
|
38,289 | 7,743 | 9,694 | 5,041 | 15,811 | |||||||||||||||
Manufacturing purchase commitments
|
112,291 | 106,784 | 5,507 | — | — | |||||||||||||||
Pension funding obligations
|
65,832 | 4,667 | 35,089 | 7,879 | 18,197 | |||||||||||||||
Total contractual obligations
|
$ | 583,244 | $ | 132,953 | $ | 145,458 | $ | 151,806 | $ | 153,027 |
(in thousands except per share amounts)
Years ended December 31,
|
2011
|
2010
|
2009
|
|||||||||
Revenue
|
$ | 1,430,789 | $ | 1,328,180 | $ | 1,201,412 | ||||||
Cost of products sold
|
981,137 | 919,821 | 832,382 | |||||||||
Selling and administrative expenses
|
258,829 | 233,782 | 222,067 | |||||||||
Operating Income
|
190,823 | 174,577 | 146,963 | |||||||||
Interest expense
|
19,439 | 20,384 | 23,788 | |||||||||
Earnings Before Income Taxes
|
171,384 | 154,193 | 123,175 | |||||||||
Income taxes
|
50,900 | 47,049 | 36,614 | |||||||||
Net Earnings
|
$ | 120,484 | $ | 107,144 | $ | 86,561 | ||||||
Earnings per share:
|
||||||||||||
Basic
|
$ | 2.42 | $ | 2.18 | $ | 1.79 | ||||||
Diluted
|
$ | 2.41 | $ | 2.17 | $ | 1.78 | ||||||
Average common shares outstanding:
|
||||||||||||
Basic
|
49,746 | 49,138 | 48,379 | |||||||||
Diluted
|
49,937 | 49,424 | 48,641 |
(in thousands except share and per share amounts)
December 31,
|
2011
|
2010
|
||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$ | 22,855 | $ | 14,255 | ||||
Trade accounts receivable, less allowance for losses of $3,588 and $3,999, respectively
|
219,494 | 218,614 | ||||||
Inventories
|
414,449 | 392,166 | ||||||
Prepaid expenses and other current assets
|
35,299 | 34,676 | ||||||
Deferred income taxes
|
14,773 | 12,594 | ||||||
Total current assets
|
706,870 | 672,305 | ||||||
Other assets
|
38,730 | 36,093 | ||||||
Intangible assets – at cost, less accumulated amortization of $13,233 and $12,281, respectively
|
12,660 | 13,219 | ||||||
Goodwill
|
444,365 | 445,115 | ||||||
Property, Plant and Equipment:
|
||||||||
Land
|
52,271 | 49,760 | ||||||
Buildings
|
298,743 | 293,605 | ||||||
Machinery and equipment
|
674,011 | 648,985 | ||||||
Construction in progress
|
34,439 | 32,797 | ||||||
1,059,464 | 1,025,147 | |||||||
Less accumulated depreciation
|
(607,925 | ) | (592,611 | ) | ||||
451,539 | 432,536 | |||||||
Total assets
|
$ | 1,654,164 | $ | 1,599,268 | ||||
Liabilities and Shareholders’ Equity
|
||||||||
Current Liabilities:
|
||||||||
Trade accounts payable
|
$ | 93,851 | $ | 95,852 | ||||
Accrued salaries, wages and withholdings from employees
|
29,088 | 26,822 | ||||||
Other accrued expenses
|
56,985 | 49,819 | ||||||
Income taxes
|
4,377 | 7,120 | ||||||
Short-term borrowings
|
22,974 | 25,450 | ||||||
Total current liabilities
|
207,275 | 205,063 | ||||||
Deferred income taxes
|
21,822 | 21,034 | ||||||
Other liabilities
|
11,183 | 12,279 | ||||||
Accrued employee and retiree benefits
|
52,252 | 52,747 | ||||||
Long-term debt
|
312,422 | 324,360 | ||||||
Shareholders’ Equity:
|
||||||||
Common stock, par value $0.10 a share, authorized 100,000,000 shares; issued 53,954,874 shares
|
5,396 | 5,396 | ||||||
Additional paid-in capital
|
94,187 | 89,027 | ||||||
Earnings reinvested in the business
|
1,069,610 | 991,094 | ||||||
Treasury stock, 4,038,011 and 4,345,712 shares, respectively, at cost
|
(80,935 | ) | (87,102 | ) | ||||
Accumulated other comprehensive loss
|
(39,048 | ) | (14,630 | ) | ||||
1,049,210 | 983,785 | |||||||
Total liabilities and shareholders’ equity
|
$ | 1,654,164 | $ | 1,599,268 |
(in thousands)
Years ended December 31,
|
2011
|
2010
|
2009
|
|||||||||
Cash Flows from Operating Activities
|
||||||||||||
Net earnings
|
$ | 120,484 | $ | 107,144 | $ | 86,561 | ||||||
Adjustments to arrive at net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
46,099 | 43,423 | 42,183 | |||||||||
Share-based compensation
|
7,819 | 5,678 | 3,860 | |||||||||
(Gain) loss on assets
|
(4,323 | ) | 1,382 | 1,819 | ||||||||
Deferred income taxes
|
(3,138 | ) | 8,685 | (3,895 | ) | |||||||
Changes in operating assets and liabilities:
|
||||||||||||
Trade accounts receivable
|
(5,095 | ) | (20,229 | ) | 5,013 | |||||||
Inventories
|
(28,391 | ) | (4,191 | ) | 1,190 | |||||||
Prepaid expenses and other assets
|
(1,825 | ) | 9,370 | (14,602 | ) | |||||||
Accounts payable and other accrued expenses
|
6,299 | (7,757 | ) | 14,058 | ||||||||
Accrued salaries, wages and withholdings from employees
|
3,075 | 5,053 | (1,557 | ) | ||||||||
Income taxes
|
(3,148 | ) | 2,699 | 965 | ||||||||
Other liabilities
|
5,021 | 4,468 | 2,741 | |||||||||
Net cash provided by operating activities
|
142,877 | 155,725 | 138,336 | |||||||||
Cash Flows from Investing Activities
|
||||||||||||
Acquisition of property, plant and equipment
|
(72,200 | ) | (55,823 | ) | (47,716 | ) | ||||||
Proceeds from sale of assets
|
2,076 | 172 | 109 | |||||||||
Acquisition of new businesses, net of cash acquired
|
(3,706 | ) | — | — | ||||||||
Other investing activities
|
(207 | ) | 528 | (440 | ) | |||||||
Net cash used in investing activities
|
(74,037 | ) | (55,123 | ) | (48,047 | ) | ||||||
Cash Flows from Financing Activities
|
||||||||||||
Proceeds from additional borrowings
|
184,074 | 139,344 | 222,553 | |||||||||
Debt payments
|
(198,259 | ) | (211,935 | ) | (277,064 | ) | ||||||
Dividends paid
|
(41,968 | ) | (39,013 | ) | (37,042 | ) | ||||||
Proceeds from options exercised and other equity transactions
|
3,205 | 14,063 | 11,185 | |||||||||
Net cash used in financing activities
|
(52,948 | ) | (97,541 | ) | (80,368 | ) | ||||||
Effect of exchange rate changes on cash and cash equivalents
|
(7,292 | ) | (1,025 | ) | (6,200 | ) | ||||||
Net increase in cash and cash equivalents
|
8,600 | 2,036 | 3,721 | |||||||||
Cash and cash equivalents at beginning of year
|
14,255 | 12,219 | 8,498 | |||||||||
Cash and cash equivalents at end of year
|
$ | 22,855 | $ | 14,255 | $ | 12,219 | ||||||
Cash paid during the year for:
|
||||||||||||
Interest
|
$ | 19,642 | $ | 19,932 | $ | 26,982 | ||||||
Income taxes
|
55,570 | 32,668 | 36,801 | |||||||||
Capitalized interest
|
1,240 | 810 | 840 |
Common
|
Additional
Paid-in
|
Earnings
Reinvested in
|
Treasury Stock
|
Accumulated
Other
Comprehensive
|
Total
Comprehensive
|
|||||||||||||||||||||||
(in thousands except share and per share amounts)
|
Stock
|
Capital
|
the Business
|
Shares
|
Amount
|
Income (Loss)
|
Income
|
|||||||||||||||||||||
Balances at December 31, 2008
|
$ |
5,396
|
$ |
82,261
|
$ |
873,444
|
5,798,297 | $ | (116,217 | ) | $ |
(26,288
|
) | |||||||||||||||
Net earnings
|
86,561
|
$ |
86,561
|
|||||||||||||||||||||||||
Unrealized gain on cash flow hedges, arising during the period, net of tax of $118
|
826 | 826 | ||||||||||||||||||||||||||
Reclassification adjustment for cash flow hedges included in net income, net of tax of $141
|
(987 | ) | (987 | ) | ||||||||||||||||||||||||
Pension adjustment, net of tax of $3,329
|
(6,136 | ) | (6,136 | ) | ||||||||||||||||||||||||
Foreign currency translation
|
31,295 | 31,295 | ||||||||||||||||||||||||||
Total comprehensive income
|
$ | 111,559 | ||||||||||||||||||||||||||
Cash dividends paid – $0.76 per share
|
(37,042 | ) | ||||||||||||||||||||||||||
Share-based compensation
|
4,088 | 11,400 | (228 | ) | ||||||||||||||||||||||||
Stock options exercised
|
901 | (502,167 | ) | 10,065 | ||||||||||||||||||||||||
Nonvested stock issued upon vesting
|
(1,830 | ) | (91,300 | ) | 1,830 | |||||||||||||||||||||||
Benefit plans
|
34 | (33,520 | ) | 672 | ||||||||||||||||||||||||
Other
|
50 | |||||||||||||||||||||||||||
Balances at December 31, 2009
|
5,396 | 85,504 | 922,963 | 5,182,710 | (103,878 | ) | (1,290 | ) | ||||||||||||||||||||
Net earnings
|
107,144 | $ | 107,144 | |||||||||||||||||||||||||
Unrealized gain on cash flow hedges, arising during the period, net of tax of $90
|
628 | 628 | ||||||||||||||||||||||||||
Reclassification adjustment for cash flow hedges included in net income, net of tax of $41
|
(284 | ) | (284 | ) | ||||||||||||||||||||||||
Pension adjustment, net of tax of $504
|
910 | 910 | ||||||||||||||||||||||||||
Foreign currency translation
|
(14,594 | ) | (14,594 | ) | ||||||||||||||||||||||||
Total comprehensive income
|
$ | 93,804 | ||||||||||||||||||||||||||
Cash dividends paid – $0.79 per share
|
(39,013 | ) | ||||||||||||||||||||||||||
Share-based compensation
|
5,746 | 3,400 | (68 | ) | ||||||||||||||||||||||||
Stock options exercised
|
1,365 | (582,174 | ) | 11,668 | ||||||||||||||||||||||||
Nonvested stock issued upon vesting
|
(4,609 | ) | (229,951 | ) | 4,609 | |||||||||||||||||||||||
Benefit plans
|
184 | (28,273 | ) | 567 | ||||||||||||||||||||||||
Other
|
837 | |||||||||||||||||||||||||||
Balances at December 31, 2010
|
5,396 | 89,027 | 991,094 | 4,345,712 | (87,102 | ) | (14,630 | ) | ||||||||||||||||||||
Net earnings
|
120,484 | $ | 120,484 | |||||||||||||||||||||||||
Unrealized gain on cash flow hedges,
arising during the period, net of tax of $356
|
914 | 914 | ||||||||||||||||||||||||||
Reclassification adjustment for cash flow hedges included in net income, net of tax of $272
|
(699 | ) | (699 | ) | ||||||||||||||||||||||||
Pension adjustment, net of tax of $2,536
|
3,652 | 3,652 | ||||||||||||||||||||||||||
Foreign currency translation
|
(28,285 | ) | (28,285 | ) | ||||||||||||||||||||||||
Total comprehensive income
|
$ | 96,066 | ||||||||||||||||||||||||||
Cash dividends paid – $0.84 per share
|
(41,968 | ) | ||||||||||||||||||||||||||
Share-based compensation
|
7,819 | |||||||||||||||||||||||||||
Stock options exercised
|
242 | (120,368 | ) | 2,412 | ||||||||||||||||||||||||
Nonvested stock issued upon vesting
|
(3,526 | ) | (175,972 | ) | 3,526 | |||||||||||||||||||||||
Benefit plans
|
148 | (11,361 | ) | 229 | ||||||||||||||||||||||||
Other
|
477 | |||||||||||||||||||||||||||
Balances at December 31, 2011
|
$ | 5,396 | $ | 94,187 | $ | 1,069,610 | 4,038,011 | $ | (80,935 | ) | $ | (39,048 | ) |
(in thousands)
|
2011
|
2010
|
2009
|
|||||||||
Basic weighted-average shares outstanding
|
49,746 | 49,138 | 48,379 | |||||||||
Diluted weighted-average shares outstanding
|
49,937 | 49,424 | 48,641 |
(in thousands)
|
2011
|
2010
|
||||||
Foreign currency translation
|
$ | (29,720 | ) | $ | (1,475 | ) | ||
Pension liability (net of tax)
|
(9,712 | ) | (13,324 | ) | ||||
Unrealized gain on cash flow hedges (net of tax)
|
384 | 169 | ||||||
Accumulated other comprehensive loss
|
$ | (39,048 | ) | $ | (14,630 | ) |
Weighted
|
2011
|
2010
|
||||||||||||||||||
(in thousands except
|
Average
|
|||||||||||||||||||
weighted average
|
Amortization
|
Accumulated
|
Accumulated
|
|||||||||||||||||
amortization years)
|
Years
|
Cost
|
Amortization
|
Cost
|
Amortization
|
|||||||||||||||
Technological know-how
|
20.0 | $ | 8,776 | $ | (4,622 | ) | $ | 8,840 | $ | (4,242 | ) | |||||||||
Customer relationships
|
20.0 | 7,838 | (3,399 | ) | 7,222 | (3,078 | ) | |||||||||||||
Patents, trademarks, non-compete agreements and other
|
17.6 | 9,279 | (5,212 | ) | 9,438 | (4,961 | ) | |||||||||||||
Total finite-lived intangibles
|
19.2 | $ | 25,893 | $ | (13,233 | ) | $ | 25,500 | $ | (12,281 | ) |
Flavors &
|
Corporate
|
|||||||||||||||
(in thousands)
|
Fragrances
|
Color
|
& Other
|
Consolidated
|
||||||||||||
Balance as of December 31, 2009
|
$ | 139,091 | $ | 313,253 | $ | 3,651 | $ | 455,995 | ||||||||
Currency translation impact
|
(2,699 | ) | (8,638 | ) | 457 | (10,880 | ) | |||||||||
Balance as of December 31, 2010
|
136,392 | $ | 304,615 | 4,108 | 445,115 | |||||||||||
Goodwill of acquired business
|
— | 7,962 | — | 7,962 | ||||||||||||
Currency translation impact
|
(3,700 | ) | (5,198 | ) | 186 | (8,712 | ) | |||||||||
Balance as of December 31, 2011
|
$ | 132,692 | $ | 307,379 | $ | 4,294 | $ | 444,365 |
(in thousands)
|
2011
|
2010
|
||||||
4.47% senior notes due November 2018
|
$ | 25,000 | $ | — | ||||
4.14% senior notes due November 2017
|
25,000 | — | ||||||
4.91% senior notes due through May 2017
|
110,000 | 110,000 | ||||||
3.77% senior notes due November 2016
|
25,000 | — | ||||||
7.31% senior notes due November 2013
|
25,000 | 25,000 | ||||||
5.85% Euro-denominated senior notes due November 2013
|
25,061 | 25,876 | ||||||
5.78% Euro-denominated senior notes due November 2011
|
— | 51,753 | ||||||
7.17% senior notes due November 2011
|
— | 30,000 | ||||||
6.68% senior notes due January 2011
|
— | 2,143 | ||||||
Long-term revolving loan agreement
|
73,814 | 28,871 | ||||||
Floating rate term loan
|
— | 46,625 | ||||||
Various other notes
|
3,547 | 4,092 | ||||||
312,422 | 324,360 | |||||||
Less current maturities
|
— | — | ||||||
Total long-term debt
|
$ | 312,422 | $ | 324,360 |
(dollars in thousands)
|
Actual
|
Required
|
||||||
Debt to EBITDA (Maximum)
|
1.44 | 3.50 | ||||||
Net Worth (Minimum)
|
$ | 1,049,210 | $ | 754,892 | ||||
Interest Coverage (Minimum)
|
6.53 | 2.00 |
(in thousands)
|
2011
|
2010
|
||||||
Direct borrowings under the revolving loan agreement
|
$ | 5,000 | $ | — | ||||
Uncommitted loans
|
12,434 | 20,476 | ||||||
Loans of foreign subsidiaries
|
5,540 | 4,974 | ||||||
Total
|
$ | 22,974 | $ | 25,450 |
Weighted-
|
Weighted-
|
|||||||||||||||
(in thousands
|
Average
|
Average
|
Aggregate
|
|||||||||||||
except exercise
|
Exercise
|
Remaining
|
Intrinsic
|
|||||||||||||
price and life)
|
Options
|
Price
|
Life (Years)
|
Value
|
||||||||||||
Outstanding at December 31, 2008
|
1,450 | $ | 21.17 | 5.0 | $ | 4,110 | ||||||||||
Exercised
|
(502 | ) | 19.34 | |||||||||||||
Cancelled
|
(38 | ) | 22.58 | |||||||||||||
Outstanding at December 31, 2009
|
910 | 22.13 | 4.4 | 3,852 | ||||||||||||
Exercised
|
(582 | ) | 22.16 | |||||||||||||
Outstanding at December 31, 2010
|
328 | 22.06 | 3.9 | 4,807 | ||||||||||||
Exercised
|
(121 | ) | 21.55 | |||||||||||||
Outstanding at December 31, 2011
|
207 | $ | 22.36 | 3.1 | $ | 3,222 | ||||||||||
Exercisable at December 31, 2011
|
207 | $ | 22.36 | 3.1 | $ | 3,222 |
Range of Exercise Price
|
||||||||||||
(in thousands except l
ife and exercise price
)
|
$ | 18.57-20.06 | $ | 20.07-22.99 | $ | 23.00-30.07 | ||||||
Options outstanding
|
50 | 38 | 119 | |||||||||
Weighted-average remaining contractual life, in years
|
2.8 | 2.7 | 3.4 | |||||||||
Weighted-average exercise price
|
$ | 19.11 | $ | 20.63 | $ | 24.29 | ||||||
Options exercisable
|
50 | 38 | 119 | |||||||||
Weighted-average exercise price
|
$ | 19.11 | $ | 20.63 | $ | 24.29 |
Grant Date
|
||||||||||||
Weighted-
|
Aggregate
|
|||||||||||
|
Average
|
Intrinsic
|
||||||||||
(in thousands
except fair value)
|
Shares
|
Fair Value
|
Value
|
|||||||||
Outstanding at December 31, 2008
|
454 | $ | 24.42 | $ | 10,847 | |||||||
Granted
|
235 | 24.78 | ||||||||||
Vested
|
(131 | ) | 24.66 | |||||||||
Cancelled
|
(134 | ) | 24.76 | |||||||||
Outstanding at December 31, 2009
|
424 | 24.44 | 11,142 | |||||||||
Granted
|
265 | 34.45 | ||||||||||
Vested
|
(259 | ) | 27.92 | |||||||||
Cancelled
|
(67 | ) | 24.79 | |||||||||
Outstanding at December 31, 2010
|
363 | 29.20 | 13,340 | |||||||||
Granted
|
270 | 35.48 | ||||||||||
Vested
|
(175 | ) | 34.04 | |||||||||
Cancelled
|
(58 | ) | 28.45 | |||||||||
Outstanding at December 31, 2011
|
400 | $ | 31.42 | $ | 15,142 |
(in thousands)
|
2011
|
2010
|
||||||
Benefit obligation at beginning of year
|
$ | 63,790 | $ | 58,142 | ||||
Service cost
|
2,419 | 1,896 | ||||||
Interest cost
|
2,778 | 2,902 | ||||||
Plan amendments
|
— | 1,099 | ||||||
Foreign currency exchange rate changes
|
(364 | ) | 178 | |||||
Benefits paid
|
(3,168 | ) | (2,665 | ) | ||||
Actuarial (gain) loss
|
(516 | ) | 2,238 | |||||
Benefit obligation at end of year
|
64,939 | 63,790 | ||||||
Plan assets at beginning of year
|
26,029 | 22,720 | ||||||
Company contributions
|
3,641 | 3,873 | ||||||
Foreign currency exchange rate changes
|
(385 | ) | 231 | |||||
Benefits paid
|
(3,168 | ) | (2,665 | ) | ||||
Actual gain on plan assets
|
2,580 | 1,870 | ||||||
Plan assets at end of year
|
28,697 | 26,029 | ||||||
Funded status
|
$ | (36,242 | ) | $ | (37,761 | ) | ||
Accumulated benefit obligation
|
$ | 61,714 | $ | 59,903 |
(in thousands)
|
2011
|
2010
|
||||||
Accrued employee and retiree benefits
|
$ | (45,134 | ) | $ | (45,265 | ) | ||
Prepaid expenses and other current assets
|
8,892 | 7,504 | ||||||
Net liability
|
$ | (36,242 | ) | $ | (37,761 | ) |
(in thousands)
|
2011
|
2010
|
2009
|
|||||||||
Service cost
|
$ | 2,419 | $ | 1,896 | $ | 1,285 | ||||||
Interest cost
|
2,778 | 2,902 | 2,961 | |||||||||
Expected return on plan assets
|
(1,520 | ) | (1,367 | ) | (1,103 | ) | ||||||
Amortization of prior service cost
|
3,112 | 3,011 | 1,824 | |||||||||
Recognized actuarial loss
|
1,388 | 1,252 | 166 | |||||||||
Defined benefit expense
|
$ | 8,177 | $ | 7,694 | $ | 5,133 |
2011
|
2010
|
|||||||
Discount rate
|
4.27 | % | 4.35 | % | ||||
Expected return on plan assets
|
5.00 | % | 5.80 | % | ||||
Rate of compensation increase
|
4.11 | % | 4.27 | % |
2011
|
2010
|
|||||||
Discount rate
|
4.35 | % | 5.04 | % | ||||
Expected return on plan assets
|
5.80 | % | 6.06 | % | ||||
Rate of compensation increase
|
4.27 | % | 4.38 | % |
(in thousands)
|
2011
|
2010
|
||||||
Prior service cost
|
$ | 3,330 | $ | 6,445 | ||||
Unrecognized net actuarial loss
|
11,668 | 14,741 |
(in thousands)
|
2011
|
2010
|
2009
|
|||||||||
Currently payable:
|
||||||||||||
Federal
|
$ | 28,480 | $ | 11,476 | $ | 16,637 | ||||||
State
|
2,845 | 1,939 | 2,711 | |||||||||
Foreign
|
22,713 | 24,949 | 21,161 | |||||||||
54,038 | 38,364 | 40,509 | ||||||||||
Deferred (benefit) expense:
|
||||||||||||
Federal
|
(5,669 | ) | 7,320 | (2,287 | ) | |||||||
State
|
(274 | ) | 404 | 40 | ||||||||
Foreign
|
2,805 | 961 | (1,648 | ) | ||||||||
(3,138 | ) | 8,685 | (3,895 | ) | ||||||||
Income taxes
|
$ | 50,900 | $ | 47,049 | $ | 36,614 |
(in thousands)
|
2011
|
2010
|
||||||
Deferred tax assets:
|
||||||||
Benefit plans
|
$ | 15,597 | $ | 12,802 | ||||
Liabilities and reserves
|
9,482 | 10,397 | ||||||
Foreign operating loss carryovers
|
32,397 | 39,536 | ||||||
Other
|
16,084 | 14,782 | ||||||
Gross deferred tax assets
|
73,560 | 77,517 | ||||||
Valuation allowance
|
(34,863 | ) | (39,084 | ) | ||||
Deferred tax assets
|
38,697 | 38,433 | ||||||
Deferred tax liabilities:
|
||||||||
Property, plant and equipment
|
(18,565 | ) | (24,298 | ) | ||||
Other assets
|
(1,999 | ) | (2,755 | ) | ||||
Other
|
(25,182 | ) | (19,820 | ) | ||||
Deferred tax liabilities
|
(45,746 | ) | (46,873 | ) | ||||
Net deferred tax liabilities
|
$ | (7,049 | ) | $ | (8,440 | ) |
2011
|
2010
|
2009
|
||||||||||
Taxes at statutory rate
|
35.0 | % | 35.0 | % | 35.0 | % | ||||||
State income taxes, net of federal income tax benefit
|
1.0 | 1.1 | 1.6 | |||||||||
Tax credits
|
(0.2 | ) | (0.3 | ) | (0.3 | ) | ||||||
Taxes on foreign earnings
|
(2.5 | ) | (3.7 | ) | (3.6 | ) | ||||||
Resolution of prior years’ tax matters
|
(0.6 | ) | (1.5 | ) | (2.1 | ) | ||||||
Valuation allowance adjustments
|
(0.6 | ) | — | (0.4 | ) | |||||||
Revaluation of previously held interest
|
(0.7 | ) | — | — | ||||||||
Other, net
|
(1.7 | ) | (0.1 | ) | (0.5 | ) | ||||||
Effective tax rate
|
29.7 | % | 30.5 | % | 29.7 | % |
(in thousands)
|
2011
|
2010
|
2009
|
|||||||||
United States
|
$ | 70,023 | $ | 56,150 | $ | 46,467 | ||||||
Foreign
|
101,361 | 98,043 | 76,708 | |||||||||
Total
|
$ | 171,384 | $ | 154,193 | $ | 123,175 |
(in thousands)
|
2011
|
2010
|
||||||
Balance at beginning of year
|
$ | 9,423 | $ | 12,213 | ||||
Increases for tax positions taken in the current year
|
694 | 677 | ||||||
Increases for tax positions taken in prior years
|
365 | 870 | ||||||
Decreases for tax positions taken in prior years
|
(147 | ) | (792 | ) | ||||
Decreases related to settlements with tax authorities
|
(206 | ) | (2,276 | ) | ||||
Decreases as a result of lapse of the applicable statutes of limitations
|
(1,077 | ) | (846 | ) | ||||
Foreign currency exchange rate changes
|
(265 | ) | (423 | ) | ||||
Balance at the end of year
|
$ | 8,787 | $ | 9,423 |
Flavors &
|
Corporate
|
|||||||||||||||
(in thousands)
|
Fragrances
|
Color
|
& Other
|
Consolidated
|
||||||||||||
2011
|
||||||||||||||||
Revenue from external customers
|
$ | 833,663 | $ | 467,691 | $ | 129,435 | $ | 1,430,789 | ||||||||
Intersegment revenue
|
27,017 | 24,190 | 2,400 | 53,607 | ||||||||||||
Total revenue
|
860,680 | 491,881 | 131,835 | 1,484,396 | ||||||||||||
Operating income (loss)
|
130,849 | 90,217 | (30,243 | ) | 190,823 | |||||||||||
Interest expense
|
— | — | 19,439 | 19,439 | ||||||||||||
Earnings (loss) before income taxes
|
130,849 | 90,217 | (49,682 | ) | 171,384 | |||||||||||
Assets
|
804,983 | 695,251 | 153,930 | 1,654,164 | ||||||||||||
Capital expenditures
|
35,034 | 30,121 | 7,045 | 72,200 | ||||||||||||
Depreciation and amortization
|
26,860 | 14,086 | 5,153 | 46,099 | ||||||||||||
2010
|
||||||||||||||||
Revenue from external customers
|
$ | 786,532 | $ | 430,782 | $ | 110,866 | $ | 1,328,180 | ||||||||
Intersegment revenue
|
22,521 | 16,679 | 2,313 | 41,513 | ||||||||||||
Total revenue
|
809,053 | 447,461 | 113,179 | 1,369,693 | ||||||||||||
Operating income (loss)
|
121,997 | 77,404 | (24,824 | ) | 174,577 | |||||||||||
Interest expense
|
— | — | 20,384 | 20,384 | ||||||||||||
Earnings (loss) before income taxes
|
121,997 | 77,404 | (45,208 | ) | 154,193 | |||||||||||
Assets
|
785,205 | 676,656 | 137,407 | 1,599,268 | ||||||||||||
Capital expenditures
|
27,214 | 22,306 | 6,303 | 55,823 | ||||||||||||
Depreciation and amortization
|
24,896 | 13,473 | 5,054 | 43,423 | ||||||||||||
2009
|
||||||||||||||||
Revenue from external customers
|
$ | 755,525 | $ | 358,761 | $ | 87,126 | $ | 1,201,412 | ||||||||
Intersegment revenue
|
17,347 | 16,046 | 1,280 | 34,673 | ||||||||||||
Total revenue
|
772,872 | 374,807 | 88,406 | 1,236,085 | ||||||||||||
Operating income (loss)
|
124,482 | 58,685 | (36,204 | ) | 146,963 | |||||||||||
Interest expense
|
— | — | 23,788 | 23,788 | ||||||||||||
Earnings (loss) before income taxes
|
124,482 | 58,685 | (59,992 | ) | 123,175 | |||||||||||
Assets
|
800,156 | 651,446 | 140,089 | 1,591,691 | ||||||||||||
Capital expenditures
|
28,696 | 11,865 | 7,155 | 47,716 | ||||||||||||
Depreciation and amortization
|
24,155 | 13,098 | 4,930 | 42,183 |
(in thousands)
|
2011
|
2010
|
2009
|
|||||||||
Revenue from external customers:
|
||||||||||||
North America
|
$ | 737,154 | $ | 699,429 | $ | 650,847 | ||||||
Europe
|
405,312 | 374,616 | 334,755 | |||||||||
Asia Pacific
|
190,404 | 166,809 | 137,804 | |||||||||
Other
|
97,919 | 87,326 | 78,006 | |||||||||
Consolidated
|
$ | 1,430,789 | $ | 1,328,180 | $ | 1,201,412 | ||||||
Long-lived assets:
|
||||||||||||
North America
|
$ | 444,656 | $ | 420,084 | $ | 407,758 | ||||||
Europe
|
456,248 | 470,811 | 493,263 | |||||||||
Asia Pacific
|
35,151 | 34,993 | 31,605 | |||||||||
Other
|
11,239 | 1,075 | 956 | |||||||||
Consolidated
|
$ | 947,294 | $ | 926,963 | $ | 933,582 |
(in thousands except per
|
Gross
|
Net
|
Net Earnings Per Share
|
|||||||||||||||||
share amounts) (unaudited)
|
Revenue
|
Profit
|
Earnings
|
Basic
|
Diluted
|
|||||||||||||||
2011
|
||||||||||||||||||||
First Quarter
|
$ | 349,686 | $ | 107,707 | $ | 26,415 | $ | 0.53 | $ | 0.53 | ||||||||||
Second Quarter
|
376,994 | 119,143 | 33,486 | 0.67 | 0.67 | |||||||||||||||
Third Quarter
|
363,751 | 114,665 | 31,997 | 0.64 | 0.64 | |||||||||||||||
Fourth Quarter
|
340,358 | 108,137 | 28,586 | 0.57 | 0.57 | |||||||||||||||
2010
|
||||||||||||||||||||
First Quarter
|
$ | 314,076 | $ | 94,946 | $ | 23,467 | $ | 0.48 | $ | 0.48 | ||||||||||
Second Quarter
|
333,969 | 104,961 | 28,685 | 0.58 | 0.58 | |||||||||||||||
Third Quarter
|
340,868 | 106,276 | 29,217 | 0.59 | 0.59 | |||||||||||||||
Fourth Quarter
|
339,267 | 102,176 | 25,775 | 0.52 | 0.52 |
Market Price
|
Dividends
|
|||||||||||
High
|
Low
|
Per Share
|
||||||||||
2011
|
||||||||||||
First Quarter
|
$ | 37.68 | $ | 32.11 | $ | 0.21 | ||||||
Second Quarter
|
38.44 | 34.74 | 0.21 | |||||||||
Third Quarter
|
39.69 | 30.15 | 0.21 | |||||||||
Fourth Quarter
|
39.10 | 31.26 | 0.21 | |||||||||
2010
|
||||||||||||
First Quarter
|
$ | 29.72 | $ | 24.76 | $ | 0.19 | ||||||
Second Quarter
|
32.40 | 25.87 | 0.20 | |||||||||
Third Quarter
|
31.00 | 25.69 | 0.20 | |||||||||
Fourth Quarter
|
37.61 | 30.29 | 0.20 |
2006
|
2007
|
2008
|
2009
|
2010
|
2011
|
|||||||||||||||||||
Sensient Technologies Corporation
|
$ | 100 | $ | 118 | $ | 102 | $ | 116 | $ | 166 | $ | 175 | ||||||||||||
S&P Midcap Specialty Chemicals Index
|
100 | 103 | 60 | 94 | 131 | 153 | ||||||||||||||||||
S&P Midcap Food Products Index
|
100 | 101 | 81 | 92 | 115 | 138 | ||||||||||||||||||
S&P 500 Index
|
100 | 105 | 67 | 84 | 97 | 99 |
(in thousands except employee and per share data)
Years ended December 31,
|
2011
|
2010
|
2009
|
2008
|
2007
|
|||||||||||||||||||||||||||||||||||
Summary of Operations
|
||||||||||||||||||||||||||||||||||||||||
Revenue
|
$ | 1,430,789 | 100.0 | % | $ | 1,328,180 | 100.0 | % | $ | 1,201,412 | 100.0 | % | $ | 1,252,620 | 100.0 | % | $ | 1,184,778 | 100.0 | % | ||||||||||||||||||||
Cost of products sold
|
981,137 | 68.6 | 919,821 | 69.3 | 832,382 | 69.3 | 871,754 | 69.6 | 822,479 | 69.5 | ||||||||||||||||||||||||||||||
Selling and administrative expenses
|
258,829 | 18.1 | 233,782 | 17.6 | 222,067 | 18.5 | 219,267 | 17.5 | 214,929 | 18.1 | ||||||||||||||||||||||||||||||
Operating income
|
190,823 | 13.3 | 174,577 | 13.1 | 146,963 | 12.2 | 161,599 | 12.9 | 147,370 | 12.4 | ||||||||||||||||||||||||||||||
Interest expense
|
19,439 | 1.4 | 20,384 | 1.5 | 23,788 | 2.0 | 32,306 | 2.6 | 36,127 | 3.0 | ||||||||||||||||||||||||||||||
Earnings before income taxes
|
171,384 | 12.0 | 154,193 | 11.6 | 123,175 | 10.3 | 129,293 | 10.3 | 111,243 | 9.4 | ||||||||||||||||||||||||||||||
Income taxes
|
50,900 | 3.6 | 47,049 | 3.5 | 36,614 | 3.0 | 38,432 | 3.1 | 33,457 | 2.8 | ||||||||||||||||||||||||||||||
Net earnings
|
$ | 120,484 | 8.4 | % | $ | 107,144 | 8.1 | % | $ | 86,561 | 7.2 | % | $ | 90,861 | 7.3 | % | $ | 77,786 | 6.6 | % | ||||||||||||||||||||
Earnings per share:
|
||||||||||||||||||||||||||||||||||||||||
Basic
|
$ | 2.42 | $ | 2.18 | $ | 1.79 | $ | 1.91 | $ | 1.66 | ||||||||||||||||||||||||||||||
Diluted
|
$ | 2.41 | $ | 2.17 | $ | 1.78 | $ | 1.89 | $ | 1.65 | ||||||||||||||||||||||||||||||
Other Related Data
|
||||||||||||||||||||||||||||||||||||||||
Dividends per share, declared and paid
|
$ | 0.84 | $ | 0.79 | $ | 0.76 | $ | 0.74 | $ | 0.68 | ||||||||||||||||||||||||||||||
Average common shares outstanding:
|
||||||||||||||||||||||||||||||||||||||||
Basic
|
49,746 | 49,138 | 48,379 | 47,654 | 46,740 | |||||||||||||||||||||||||||||||||||
Diluted
|
49,937 | 49,424 | 48,641 | 48,131 | 47,257 | |||||||||||||||||||||||||||||||||||
Book value per common share
|
$ | 20.87 | $ | 19.70 | $ | 18.49 | $ | 16.87 | $ | 17.10 | ||||||||||||||||||||||||||||||
Price range per common share
|
30.15-39.69 | 24.76-37.61 | 18.42-29.07 | 21.05-33.12 | 23.66-31.99 | |||||||||||||||||||||||||||||||||||
Share price at December 31
|
37.90 | 36.73 | 26.30 | 23.88 | 28.28 | |||||||||||||||||||||||||||||||||||
Capital expenditures
|
72,200 | 55,823 | 47,716 | 53,680 | 41,961 | |||||||||||||||||||||||||||||||||||
Depreciation
|
44,771 | 42,109 | 40,881 | 42,798 | 42,849 | |||||||||||||||||||||||||||||||||||
Amortization
|
1,328 | 1,314 | 1,302 | 1,647 | 1,463 | |||||||||||||||||||||||||||||||||||
Total assets
|
1,654,164 | 1,599,268 | 1,591,691 | 1,525,437 | 1,564,182 | |||||||||||||||||||||||||||||||||||
Long-term debt
|
312,422 | 324,360 | 388,852 | 445,682 | 449,621 | |||||||||||||||||||||||||||||||||||
Total debt
|
335,396 | 349,810 | 428,033 | 479,895 | 507,108 | |||||||||||||||||||||||||||||||||||
Shareholders’ equity
|
1,049,210 | 983,785 | 908,695 | 818,596 | 814,421 | |||||||||||||||||||||||||||||||||||
Return on average shareholders’ equity
|
11.4 | % | 11.6 | % | 10.0 | % | 10.7 | % | 10.2 | % | ||||||||||||||||||||||||||||||
Total debt to total capital
|
24.2 | % | 26.2 | % | 32.0 | % | 37.0 | % | 38.4 | % | ||||||||||||||||||||||||||||||
Employees
|
3,887 | 3,618 | 3,570 | 3,613 | 3,623 |
Directors & Officers
BOARD OF DIRECTORS
Kenneth P. Manning, 70
Chairman, President and Chief Executive Officer
Sensient Technologies Corporation
Elected Director in 1989 (2, 6)
Hank Brown, 72
President Emeritus
University of Colorado
Elected Director in 2004 (1, 4, 5)
Fergus M. Clydesdale, Ph.D., 75
Distinguished Professor,
Department of Food Science, and Director
of the Food Science Policy Alliance at the
University of Massachusetts – Amherst
Elected Director in 1998 (2, 3, 4, 6)
James A.D. Croft, 74
Chairman
Bartlodge Limited
Elected Director in 1997 (1, 2, 3, 6)
William V. Hickey, 67
President and Chief Executive Officer
Sealed Air Corporation
Elected Director in 1997 (1, 2, 4, 5)
Peter M. Salmon, 62
President
International Food Network, Inc.
Elected Director in 2005 (5, 6)
Elaine R. Wedral, Ph.D., 67
Retired, Former President
Nestle’s Research and Development
Worldwide Food Service Systems
Elected Director in 2006 (5, 6)
Essie Whitelaw, 64
Retired, Former Senior Vice President, Operations
Wisconsin Physician Services
Elected Director in 1993 (3, 4)
|
ELECTED OFFICERS
Kenneth P. Manning, 70
Chairman, President and Chief Executive Officer
With the Company 24 years
John F. Collopy, 42
Vice President and Treasurer
With the Company 12 years
Christopher M. Daniels, 38
Vice President, Human Resources
With the Company 12 years
John L. Hammond, 65
Senior Vice President, General Counsel
and Secretary
With the Company 14 years
Richard F. Hobbs, 64
Senior Vice President and
Chief Financial Officer
With the Company 38 years
Jeffrey T. Makal, 48
Vice President, Controller
and Chief Accounting Officer
With the Company 15 years
Richard J. Malin, 45
Assistant Controller
With the Company 20 years
Paul Manning, 37
President, Color Group
With the Company 2 years
James P. McCarthy, 59
President, Flavors & Fragrances Group
With the Company 3 years
Stephen J. Rolfs, 47
Vice President, Administration
With the Company 14 years
Robert J. Wilkins, 55
President, Asia Pacific Group
With the Company 8 years
|
APPOINTED OFFICERS
Douglas L. Arnold, 48
Vice President, Administrative Services
With the Company 14 years
Patrick E. Laubacher, 54
President, Dehydrated Flavors
With the Company 31 years
Robert L. Menzl, 55
Vice President, Information Technology
With the Company 16 years
Edward E. Savard, 46
Vice President, Engineering
With the Company 18 years
COMMITTEES
1 Audit Committee
2 Executive Committee
3 Compensation and Development Committee
4 Nominating and Corporate Governance Committee
5 Finance Committee
6 Scientific Advisory Committee
|
World Headquarters
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5304
(414) 271-6755
(800) 558-9892
Fax: (414) 347-4795
E-mail:
corporate.communications@sensient.com
Web site:
www.sensient.com
Transfer Agent and Registrar
Wells Fargo Bank Minnesota, N.A.
Shareowner Services
P. O. Box 64854
St. Paul, Minnesota 55164-0854
(800) 468-9716
Web site:
www.wellsfargo.com/shareownerservices
Common Stock
Sensient Technologies Corporation Common Stock is traded on the New York Stock Exchange.
Ticker symbol: SXT.
There were 2,854 shareholders of record of Common Stock as of January 31, 2012.
Annual Meeting of Shareholders
The Annual Meeting of Shareholders will be held at 2:00 p.m. (CDT) on Thursday, April 26, 2012, at Trump International Hotel, 401 N. Wabash Avenue, Chicago, Illinois.
|
Annual Report and Proxy Statement
The Company’s annual report and proxy statement are available online at www.sensient.com/financial/annualreport_and_proxy.htm.
Form 10-K
The Company’s annual report filed with the Securities and Exchange Commission on Form 10-K is available without charge from the Company’s Investor
Relations Department and on its Web site at www.sensient.com.
In accordance with New York Stock Exchange rules and pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, Kenneth P. Manning, as the Company’s Chief Executive Officer, and Richard F. Hobbs, as the Company’s Chief Financial Officer, have certified the quality of the Company’s public disclosure in an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
Dividends
Quarterly dividends are typically paid on the first business day of March, June, September and December.
Automatic Dividend Reinvestment Plan
The Sensient Technologies Corporation Dividend Reinvestment Plan provides shareholders with a convenient, economical way to increase their ownership of Sensient Technologies Corporation Common Stock. Through the plan, shareholders can automatically reinvest their dividends to acquire additional shares and make supplemental stock purchases without paying fees or commissions. An enrollment form and brochure describing the plan can be obtained by contacting the plan administrator, Wells Fargo Bank Minnesota, at (800) 468-9716 or the Company’s Investor Relations Department at (414) 347-3779.
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Investor Relations
Communications concerning the transfer of shares, lost certificates, duplicate mailings or change of address should be directed to the transfer agent.
Other shareholder information, such as news releases and information regarding corporate governance, is available on the Company’s Web site: www.sensient.com. Shareholders can also register to receive notification via e-mail when new information is added to the site. The Company’s Web address is provided as an inactive textual reference only, and the contents of the Web site are not incorporated in or otherwise to be regarded as part of this annual report.
Other requests for information should be directed to the Company’s Investor Relations Department at (414) 347-3779.
The Company maintains a direct mailing list for news releases and quarterly reports. If you would like your name added to this list, please contact the Company’s Investor Relations Department.
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NAME
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INCORPORATION
|
DOMESTIC
|
|
POINTING COLOR INC.
|
DELAWARE
|
SENSIENT COLORS LLC
|
DELAWARE
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SENSIENT DEHYDRATED FLAVORS LLC
|
DELAWARE
|
SENSIENT FLAVORS INTERNATIONAL, INC.
|
INDIANA
|
SENSIENT FLAVORS LLC
|
DELAWARE
|
SENSIENT FOOD COLORS LP
|
MISSOURI
|
SENSIENT HOLDING COMPANY LLC
|
DELAWARE
|
SENSIENT IMAGING TECHNOLOGIES INC.
|
CALIFORNIA
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SENSIENT TECHNOLOGIES HOLDING COMPANY LLC
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DELAWARE
|
SENSIENT WISCONSIN L.L.C.
|
WISCONSIN
|
NAME
|
INCORPORATION
|
FOREIGN
|
|
BIOLUX FINANCE NV
|
BELGIUM
|
DC FLAVOURS LIMITED
|
UNITED KINGDOM
|
LCW POLSKA LTD
|
POLAND
|
LCW CORANTES IMPORTAÇÃO E EXPORTAÇÃO LTDA
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BRAZIL
|
POINTING CANADA LIMITED
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CANADA
|
POINTING HOLDINGS LIMITED
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UNITED KINGDOM
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POINTING INTERNATIONAL LTD.
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UNITED KINGDOM
|
POINTING LIMITED
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UNITED KINGDOM
|
PROMAVIL N.V.
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BELGIUM
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PT SENSIENT TECHNOLOGIES INDONESIA
|
INDONESIA
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SENSIENT COLORS CANADA LIMITED
|
CANADA
|
SENSIENT COLORS S.A.
|
ARGENTINA
|
SENSIENT COLORS S.A. DE C.V.
|
MEXICO
|
SENSIENT COLORS SOUTH AFRICA (PROPRIETARY) LIMITED
|
SOUTH AFRICA
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SENSIENT COLORS UK LIMITED
|
UNITED KINGDOM
|
SENSIENT COSMETIC TECHNOLOGIES
|
FRANCE
|
SENSIENT COSTA RICA SRL
|
COSTA RICA
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SENSIENT DEHYDRATED FLAVORS B.V.
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NETHERLANDS
|
SENSIENT DEHYDRATED FLAVORS CANADA, INC.
|
CANADA
|
SENSIENT DEHYDRATED FLAVORS (QINGDAO) CO. LTD.
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CHINA
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SENSIENT DEHYDRATED FLAVORS SAS
|
FRANCE
|
NAME
|
INCORPORATION
|
FOREIGN
|
|
SENSIENT ESSENTIAL OILS GERMANY GMBH
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GERMANY
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SENSIENT FINANCE (ALBERTA) LIMITED PARTNERSHIP
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CANADA
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SENSIENT FINANCE IRELAND LIMITED
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IRELAND
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SENSIENT FINANCE (LUXEMBOURG) SARL
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LUXEMBOURG
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SENSIENT FLAVORS AUSTRIA GMBH
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AUSTRIA
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SENSIENT FLAVORS BELGIUM NV
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BELGIUM
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SENSIENT FLAVORS CANADA, INC.
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ONTARIO
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SENSIENT FLAVORS CENTRAL AMERICA S.R.L.
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COSTA RICA
|
SENSIENT FLAVORS FINLAND OY
|
FINLAND
|
SENSIENT FLAVORS & FRAGRANCES SAS
|
FRANCE
|
SENSIENT FLAVORS & FRAGRANCES GMBH & CO KG
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GERMANY
|
SENSIENT FLAVORS GMBH
|
GERMANY
|
SENSIENT FLAVORS ITALY S.R.L.
|
ITALY
|
SENSIENT FLAVORS LIMITED
|
UNITED KINGDOM
|
SENSIENT FLAVORS MEXICO, S.A. DE C.V.
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MEXICO
|
SENSIENT FLAVORS POLAND SP. Z O.O.
|
POLAND
|
SENSIENT FLAVORS ROMANIA S.R.L.
|
ROMANIA
|
SENSIENT FLAVORS SCANDINAVIA AB
|
SWEDEN
|
SENSIENT FLAVORS STRASBOURG
|
FRANCE
|
SENSIENT FLAVORS UKRAINE LIMITED LIABILITY COMPANY
|
UKRAINE
|
SENSIENT FLAVORS WALES LIMITED
|
UNITED KINGDOM
|
SENSIENT FLAVOURS & FRAGRANCES INDUSTRY AND TRADE LC
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TURKEY
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SENSIENT FLAVOURS SOUTH AFRICA (PROPRIETARY) LTD
|
SOUTH AFRICA
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NAME
|
INCORPORATION
|
FOREIGN
|
|
SENSIENT FOOD COLORS CZECH REPUBLIC S.R.O.
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CZECH REPUBLIC
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SENSIENT FOOD COLORS FRANCE
|
FRANCE
|
SENSIENT FOOD COLORS GERMANY GMBH
|
GERMANY
|
SENSIENT FOOD COLORS HUNGARY KFT
|
HUNGARY
|
SENSIENT FOOD COLORS ITALY S.R.L.
|
ITALY
|
SENSIENT FOOD COLORS POLAND SP.ZO.O.
|
POLAND
|
SENSIENT FOOD COLORS ROMANIA S.R.L.
|
ROMANIA
|
SENSIENT FOOD COLORS SMN D.O.O.
|
SERBIA & MONTENEGRO
|
SENSIENT FOOD COLORS THE NETHERLANDS BV
|
NETHERLANDS
|
SENSIENT FRAGRANCES GUATEMALA, S.A.
|
GUATEMALA
|
SENSIENT FRAGRANCES MEXICO, S.A. DE C.V.
|
MEXICO
|
SENSIENT FRAGRANCES, S.A.
|
SPAIN
|
SENSIENT HOLDING I BV
|
NETHERLANDS
|
SENSIENT HOLDING II BV
|
NETHERLANDS
|
SENSIENT HOLDING III BV
|
NETHERLANDS
|
SENSIENT HOLDING (ALBERTA) LIMITED PARTNERSHIP
|
CANADA
|
SENSIENT HOLDINGS MALTA LTD
|
MALTA
|
SENSIENT HOLDINGS UK
|
UNITED KINGDOM
|
SENSIENT IMAGING TECHNOLOGIES GMBH
|
GERMANY
|
SENSIENT IMAGING TECHNOLOGIES LTD
|
SWITZERLAND
|
SENSIENT IMAGING TECHNOLOGIES S.A. DE C.V.
|
MEXICO
|
SENSIENT INDIA PRIVATE LIMITED
|
INDIA
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SENSIENT TECHNOLOGIES ASIA PACIFIC PTE, LTD
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SINGAPORE
|
NAME
|
INCORPORATION
|
FOREIGN
|
|
SENSIENT TECHNOLOGIES AUSTRALIA PTY, LTD.
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AUSTRALIA
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SENSIENT TECHNOLOGIES BRAZIL LTDA.
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BRAZIL
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SENSIENT TECHNOLOGIES COLOMBIA LTDA
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COLOMBIA
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SENSIENT TECHNOLOGIES CORP. (CHINA) LTD
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CHINA
|
SENSIENT TECHNOLOGIES CORPORATION (JAPAN)
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JAPAN
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SENSIENT TECHNOLOGIES HOLDING DEUTSCHLAND GMBH
|
GERMANY
|
SENSIENT TECHNOLOGIES HONG KONG LTD
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CHINA
|
SENSIENT TECHNOLOGIES LIMITED
|
UNITED KINGDOM
|
SENSIENT TECHNOLOGIES LUXEMBOURG S.A.R.L.
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LUXEMBOURG
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SENSIENT TECHNOLOGIES (PHILIPPINES), INC.
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PHILIPPINES
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SENSIENT TECHNOLOGIES REAL ESTATE GMBH
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GERMANY
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SENSIENT TECHNOLOGIES (THAILAND), LTD.
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THAILAND
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SENSIENT VERMÖGENSVERWALTUNGSGESELLSCHAFT MBH
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GERMANY
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SOCIETE CIVILE IMMOBILIERE GRISEDA
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FRANCE
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UNIVERSAL HOLDINGS CAYMAN
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BRITISH WEST INDIES
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1.
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I have reviewed this annual report on Form 10-K of Sensient Technologies Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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|
a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
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all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Kenneth P. Manning
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Kenneth P. Manning, Chairman,
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President & Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Sensient Technologies Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Richard F. Hobbs
|
|
Richard F. Hobbs, Senior Vice President
|
|
and Chief Financial Officer
|
/s/ Kenneth P. Manning
|
|||
Name:
|
Kenneth P. Manning
|
||
Title:
|
Chairman, President and
|
||
Chief Executive Officer
|
|||
Date:
|
February 27, 2012
|
/s/ Richard F. Hobbs
|
|||
Name:
|
Richard F. Hobbs
|
||
Title:
|
Senior Vice President and
|
||
Chief Financial Officer
|
|||
Date:
|
February 27, 2012
|