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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-K

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended December 31, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 1-7626

 

Sensient Technologies Corporation

 

WISCONSIN   39-0561070
(State of Incorporation)   (IRS Employer Identification Number)

 

777 EAST WISCONSIN AVENUE

MILWAUKEE, WISCONSIN 53202-5304

(414) 271-6755

(Address of Principal Executive Offices)

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

TITLE OF EACH CLASS


 

NAME OF EACH EXCHANGE

ON WHICH REGISTERED


Common Stock, $0.10 par value   New York Stock Exchange, Inc.

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨

 

The aggregate market value of the voting Common Stock held by non-affiliates of the Registrant as of June 30, 2004 was $1,000,003,870. For purposes of this computation only, the Registrant’s directors and executive officers were considered to be affiliates of the Registrant. Such characterization shall not be construed to be an admission or determination for any other purpose that such persons are affiliates of the Registrant.

 

There were 47,109,113 shares of Common Stock outstanding as of March 1, 2005.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of: (1) the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2004 (see Parts I, II and IV of this Form 10-K), and (2) the Company’s Notice of Annual Meeting and Proxy Statement of the Company dated March 15, 2005 (see Part III of this Form 10-K).

 



Table of Contents

 

SENSIENT TECHNOLOGIES CORPORATION—FORM 10-K FOR YEAR ENDED DECEMBER 31, 2004 INDEX

 

PART I

   3

Item 1. Business

   3

General

   3

Description of Business

   3

Flavors & Fragrances Group

   4

Color Group

   5

Asia Pacific Group

   6

Research and Development/Quality Assurance

   6

Products and Application Activities

   7

Raw Materials

   7

Competition

   7

Foreign Operations

   8

Patents, Formulae and Trademarks

   8

Employees

   8

Regulation

   8

Item 2. Properties

   9

Item 3. Legal Proceedings

   12

Item 4. Submission of Matters to a Vote of Security Holders

   13

Executive Officers of the Registrant

   14

PART II

   14

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

   14

Item 6. Selected Financial Data

   15

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   15

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

   15

Item 8. Financial Statements and Supplementary Data

   15

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

   15

Item 9A. Controls and Procedures

   15

Item 9B. Other Information

   16

PART III

   17

Item 10. Directors and Executive Officers of the Registrant

   17

Item 11. Executive Compensation

   17

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

   17

Item 13. Certain Relationships and Related Transactions

   17

Item 14. Principal Accountant Fees and Services

   17

PART IV

   18

Item 15. Exhibits and Financial Statement Schedules

   18

Financial Statements

   18

Financial Statement Schedules

   18

Report of Independent Registered Public Accounting Firm

   19

Schedule II

   19

SIGNATURES

   20

EXHIBIT INDEX

   E-1

 

FORWARD-LOOKING STATEMENTS

 

This document contains forward-looking statements that reflect management’s current assumptions and estimates of future economic circumstances, industry conditions, Company performance and financial results. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that could cause actual events to differ materially from those expressed in those statements. A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results. These factors and assumptions include the pace and nature of new product introductions by the Company and the Company’s customers; the Company’s ability to successfully implement its growth strategies; the outcome of the Company’s various productivity-improvement and cost-reduction efforts; changes in costs of raw materials, including energy; industry and economic factors related to the Company’s domestic and international business; growth in markets for products in which the Company competes; industry and customer acceptance of price increases; actions by competitors; currency exchange rate fluctuations; and the matters discussed below under Part II, including the critical accounting policies described therein. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

 

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PART I

 

Item 1. Business

 

General

 

Sensient Technologies Corporation (the “Company”) was incorporated in 1882 in Wisconsin. Its principal executive offices are located at 777 East Wisconsin Avenue, Suite 1100, Milwaukee, Wisconsin 53202-5304, telephone (414) 271-6755.

 

The Company is subject to the informational and reporting requirements of the Securities Exchange Act of 1934, as amended (the “Act”), and, in accordance with the Act, has filed annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). These reports and other information may be read and copied at the public reference facilities of the Commission at its principal offices at 450 Fifth Street, N.W., Washington, D.C. 20549, and can also be accessed from the website maintained by the Commission at http://www.sec.gov. The public may obtain information on operations of the public reference room by calling the Commission at (800) SEC-0330.

 

The Company’s common stock is listed on the New York Stock Exchange under the ticker symbol “SXT.” Information about the Company may be obtained at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

 

The Company can also be reached at its website at www.sensient-tech.com. The Company’s web address is provided as an inactive textual reference only, and the contents of this website are not incorporated in or otherwise to be regarded as part of this annual report. The Company makes available free of charge on its website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Act as soon as reasonably practicable after such documents are electronically filed with or furnished to the Commission. Charters for the Audit, Compensation and Development, and Nominating and Corporate Governance Committees of the Company’s Board of Directors, as well as the Company’s Code of Conduct, Standards of Conduct for International Employees, Code of Ethics for Senior Financial Officers, and Corporate Governance Guidelines are also available on the Company’s website, and are available in print to any shareholder upon request. If there are any amendments to the Code of Conduct, the Standards of Conduct, the Code of Ethics or the Corporate Governance Guidelines, or if waivers from any of them are granted for executive officers or directors, those amendments or waivers also will be posted on the Company’s website.

 

Description of Business

 

Sensient Technologies Corporation is a global manufacturer and marketer of colors, flavors and fragrances. Sensient also employs advanced technologies at facilities around the world to develop specialty chemicals for inkjet inks, display imaging systems and other applications. The Company’s customers include major international manufacturers representing some of the world’s best-known brands.

 

The Company’s principal products include:

 

    flavors, flavor enhancers and bionutrients;

 

    fragrances and aroma chemicals;

 

    dehydrated vegetables and other food ingredients;

 

    natural and synthetic food colors;

 

    cosmetic and pharmaceutical additives;

 

    inkjet inks, technical colors, and specialty dyes and pigments; and

 

    chemicals for laser printing and flat screen displays.

 

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In August of 2003, the Company acquired Formulabs Iberica S.A., a manufacturer and marketer of specialty inks, primarily for inkjet applications, for $13.0 million in cash. In March of 2003, the Company acquired certain assets of Kyowa Koryo Kagaku Kabushiki Kaisha, a former Japanese flavor producer, for $4.1 million, net of cash acquired.

 

The Company’s operations, except for the Asia Pacific Group, are managed on a products and services basis. The Company’s two reportable segments are the Flavors & Fragrances Group and the Color Group. Financial information regarding the Company’s two reportable segments is incorporated by reference to the information set forth on pages 40 through 42 of the Company’s 2004 Annual Report to Shareholders under the heading “Segment and Geographic Information.”

 

Flavors & Fragrances Group

 

The Company is a global developer, manufacturer and supplier of flavor and fragrance systems for the food, beverage, pharmaceutical, personal care and household products industries. The Company’s flavor formulations are used in many of the world’s best-known consumer products.

 

The Flavors & Fragrances Group produces flavor and fragrance products that impart a desired taste, texture, aroma and/or other characteristic to a broad range of consumer and other products. This Group includes the Company’s dehydrated flavors business, which produces ingredients for food processors.

 

The Flavors & Fragrances Group operates principally through the Company’s subsidiaries, Sensient Flavors Inc. and Sensient Dehydrated Flavors Company. The Group’s principal manufacturing plants are located in California, Illinois, Indiana, Michigan, Wisconsin, Belgium, Canada, France, Germany, Italy, Mexico, the Netherlands, Spain and the United Kingdom.

 

Strategic acquisitions have expanded the Company’s flavors and fragrances product lines and processing capabilities. In March 2002, the Company acquired the flavors and essential oil operations of C. Melchers GmbH & Company, a supplier of flavors for coffees and teas, as well as essential oils, aroma chemicals and other formulations for flavor, cosmetic and fragrance applications. In May 1998, the acquisition of substantially all of the assets of the beverage business of German flavor manufacturer Sundi GmbH, with its emphasis on all-natural flavor ingredients, provided the Company with a point of entry into Germany, Europe’s largest flavor market. In April 1998, the Company acquired DC Flavours Ltd., which further expanded the Company’s savory and flavor technology and worldwide market presence. In January 1998, the Company acquired Arancia Ingredientes Especiales, S.A. de C.V., a manufacturer of savory flavors and other food ingredients, improving access to the rapidly growing Latin American savory flavor market.

 

During 1998, the Company integrated its bioproducts business (which was formerly operated as a separate division) into its Flavors & Fragrances Group. The bioproducts business serves the food, animal feed processing, and bionutrient industries with a broad line of natural extracts and specialty flavors. The Company produces various specialty extracts from yeast, vegetable proteins, meat, milk protein and other natural products which are used primarily as savory flavors, texture modifiers and enhancers in processed foods. The nutritional and functional properties of these extracts also make them useful in enzyme and pharmaceutical production.

 

During 2000, the Company integrated its former Dehydrated Products Division into the Flavors & Fragrances Group. Operating through its Sensient Dehydrated Flavors business, the Company believes it is the second largest producer (by sales) of dehydrated onion and garlic products in the United States. The Company is also one of the largest producers and distributors of chili powder, paprika, chili pepper and dehydrated vegetables such as parsley, celery and spinach. Domestically, the Company sells dehydrated products to food manufacturers for use as ingredients and also for repackaging under private labels for sale to the retail market and to the food service industry. In addition, Sensient Dehydrated Flavors is one of the leading dehydrators of specialty vegetables in Europe. Advanced dehydration technologies utilized by Sensient Dehydrated Flavors permit fast and effective rehydration of ingredients used in many of today’s popular convenience foods.

 

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Color Group

 

The Company is a developer, manufacturer and supplier of colors for businesses worldwide. The Company provides natural and synthetic color systems for use in pharmaceuticals, foods and beverages; colors and other ingredients for cosmetics and pharmaceuticals; and technical colors for industrial applications and digital imaging.

 

The Company believes that it is one of the world’s largest producers (by sales) of synthetic and natural colors, and that it is the world’s largest manufacturer (by sales) of certified food colors. The Company sells its synthetic and natural colors to domestic and international producers of beverages, bakery products, processed foods, confections, pet foods, cosmetics and pharmaceuticals. The Company also makes inkjet inks and other high purity organic dyes used in a wide variety of non-food applications.

 

The Color Group operates principally through the Company’s subsidiary Sensient Colors Inc., which has its principal manufacturing plants in Missouri, California, New Jersey, Canada, Mexico, France, Germany, Hungary, Italy, Spain, Switzerland and the United Kingdom.

 

The Color Group operates under the following trade names:

 

    Sensient Food Colors (food and beverage colors);

 

    Sensient Pharmaceutical Technologies (pharmaceutical colors and coatings);

 

    Sensient Imaging Technologies (inkjet inks and specialty dyes and chemicals used for display imaging and specialized printing applications);

 

    Sensient Paper Colors (paper dyes and colorants);

 

    Sensient Industrial Colors (technical colors used for various industrial applications, such as plastics, leather, wood stains and antifreeze); and

 

    Sensient Cosmetic Technologies (cosmetic colors and ingredients, a business which is currently known as LCW).

 

The Company believes that its advanced process technology, state-of-the-art laboratory facilities and equipment, and a complete range of synthetic and natural color products constitute the basis for its market leadership position.

 

Strategic acquisitions enhanced product and process technology synergies, as well as the Color Group’s international presence. As noted above, in August 2003, the Company acquired Formulabs Iberica S.A., a manufacturer and marketer of specialty inks, primarily for inkjet applications, for $13.0 million. In September 2002, the Company acquired the business of Cardre Inc., which expanded the Company’s technology and product offerings in cosmetic color systems. The acquisitions of ECS Specialty Inks and Dyes in March 2002 and SynTec GmbH in January 2002 have provided a strategic base for the Company’s technical colors business in Europe. Based on the financial performance of certain of these businesses since their acquisition, the Company paid additional cash consideration of $2.2 million in 2003.

 

In December 2001, the Company acquired the industrial dye business of Crompton Colors Incorporated, and in so doing expanded its industrial and paper colors businesses. In November 2001, the Company acquired Kimberly-Clark Printing Technology (also known as Formulabs), a manufacturer of specialty inks for inkjet inks and industrial applications.

 

In January 2000, the Company expanded its European color business by acquiring Dr. Marcus GmbH, a leading manufacturer of natural colors located near Hamburg, Germany. Also during that month, the Company completed the acquisition of Monarch Food Colors, a manufacturer of colors for the food, pharmaceutical and cosmetic industries located in High Ridge, Missouri.

 

In August 1999, the Company acquired certain assets of Nino Fornaciari fu Riccardo SNC, an Italian producer of natural colors for the food and beverage industries. This acquisition, together with the purchase of

 

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Italian natural color producer Reggiana Antociani S.R.L. in September 1998, strengthened the Company’s offerings in natural colors.

 

In April 1999, the Company acquired Pointing Holdings Limited, a manufacturer of food colors located in the United Kingdom. The Pointing international color business significantly strengthened the Company’s worldwide color capabilities. In February 1999, the Company grew its cosmetics business through the purchase of Les Colorants Wackherr, a Paris, France-based producer of colors for major cosmetics houses throughout Europe, Asia and North America. Also during that month, the Company further developed its natural colors offerings by acquiring certain assets of Quimica Universal, a Peruvian producer of carminic acid and annatto, natural colors used in food and other applications.

 

The Company became a supplier of inkjet inks for the inkjet printer market with the acquisition of Tricon Colors in 1997. Also in 1997, the Company strengthened its presence in Latin America by acquiring certain assets of the food color business of Pyosa, S.A. de C.V., located in Monterrey, Mexico.

 

Asia Pacific Group

 

The Asia Pacific Group focuses on marketing the Company’s diverse product line in the Pacific Rim under one name. Through its Asia Pacific Group, the Company offers a full range of products from its Flavors & Fragrances Group and Color Group, as well as products developed by regional technical teams to appeal to local preferences. Sales, marketing and technical functions are managed through the Asia Pacific Group’s headquarters in Singapore. Manufacturing operations are located in Australia, China, Japan, New Zealand and the Philippines.

 

As noted above, in March 2003, the Company acquired certain assets of Kyowa Koryo Kagaku Kabushiki Kaisha, a former Japanese flavor producer, for $4.1 million, net of cash acquired. Also in 2003, the Company opened a sales office in Seoul, South Korea, and an office for research and development, as well as sales, in Jakarta, Indonesia. In 2001, the Asia Pacific Group incorporated Sensient India Private Limited and opened a new sales office in Mumbai, India. Additional sales offices are located in Australia, China, Hong Kong, Japan and Thailand.

 

Research and Development/Quality Assurance

 

The development of specialized products and services is a complex technical process calling upon the combined knowledge and talents of the Company’s research, development and quality assurance personnel. The Company believes that its competitive advantage lies in its ability to work with its customers to develop and deliver high-performance products that address the distinct needs of those customers.

 

The Company’s research, development and quality assurance personnel support the Company’s efforts to improve existing products and develop new products tailored to customer needs, while providing on-going technical support and know-how to the Company’s manufacturing activities. As of December 31, 2004, the Company employed approximately 428 people in research, development and quality assurance.

 

Expenditures for research and development related to continuing operations in calendar year 2004 were $24.3 million, compared with $22.9 million in the year ended December 31, 2003 and $21.2 million in the year ended December 31, 2002. As part of its commitment to quality as a competitive advantage, the Company has achieved certification under the requirements established by the International Organization for Standardization in Geneva, Switzerland, through its ISO 9000 series of quality standards. Certified sites include Flavors & Fragrances Group plants in the United States, Spain, Italy, Mexico, Belgium, Germany, the United Kingdom, Canada, the Netherlands and France, and Color Group plants in the United States, Mexico and the United Kingdom.

 

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Products and Application Activities

 

The Company’s strategic focus is on the manufacture and marketing of high-performance components that bring life to products. Accordingly, the Company devotes considerable attention and resources to the development of product applications and processing improvements to support its customers’ numerous new and reformulated products. Many of the proprietary processes and formulae developed by the Company are maintained as trade secrets and under confidentiality agreements with customers.

 

Lower calorie ingredients and sweeteners for dairy, food and beverage applications are subjects of development activity for the Flavors & Fragrances Group. Formulations for functional and textured beverages and flavors for snack and main meal items offer opportunities as well. Development of savory flavors accelerated with the integration of the Company’s BioProducts Division in 1998 and the Dehydrated Products Division in 2000. The Company believes that the development of yeast derivatives and other specialty ingredients also provides growth opportunities in bionutrients and biotechnology markets, such as pharmaceuticals, vitamins, vaccines and bioremediation.

 

The natural food color market is an important target for the Color Group. The acquisitions of Reggiana, Forniciari and Dr. Marcus (as previously discussed) provided new technologies in the extraction and purification of natural colors and have enabled rapid growth in the beverage, dairy and snack food segments.

 

The Color Group also manufactures technical colors for industrial applications, specialty chemicals for digital imaging, and photographic chemicals. Through Sensient Imaging Technologies GmbH, the Color Group has expertise in the specialty chemicals used for organic light-emitting diodes (OLEDs).

 

Raw Materials

 

The Company uses a wide range of raw materials in producing its products. Chemicals used to produce certified colors are obtained from several domestic and foreign suppliers. Raw materials for natural colors, such as carmine, beta-carotene, annatto and turmeric, are purchased from overseas and U.S. sources. In the production of flavors and fragrances, the principal raw materials include essential oils, aroma chemicals, botanicals, fruits and juices, and are primarily obtained from local vendors. Flavor enhancers and secondary flavors are produced from yeast and vegetable materials such as corn and soybeans. Chili peppers, onion, garlic and other vegetables are acquired under annual contracts with numerous growers in the western United States and Europe. The Company has expanded its sources of vegetables to include growers in China and expects to add growers in other Asian countries.

 

The Company believes that alternate sources of materials are available to enable it to maintain its competitive position in the event of an interruption in the supply of raw materials from a single supplier.

 

Competition

 

All Company products are sold in highly competitive markets. While no single factor is determinative, the Company’s competitive position is based principally on process and applications expertise, quality, technological advances resulting from its research and development, and customer service and support. Because of its highly differentiated products, the Company competes with only a few companies across multiple product lines, and is more likely to encounter competition specific to an individual product.

 

    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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    Color. Competition in the color market is diverse, with the majority of the Company’s competitors specializing in either synthetic dyes 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.

 

    Asia Pacific. Because of the broad array of products available to customers of the Asia Pacific 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.

 

Foreign Operations

 

The information appearing under the heading “Geographic Information” in Note 11 to the Consolidated Financial Statements of the Company, which appears on page 42 of the 2004 Annual Report to Shareholders, is incorporated herein by reference.

 

Patents, Formulae and Trademarks

 

The Company owns or controls many patents, formulae and trademarks related to its businesses. The businesses are not materially dependent upon patent or trademark protection; however, trademarks, patents and formulae are important to the business of the Company.

 

Employees

 

As of December 31, 2004, the Company employed 3,728 persons worldwide.

 

Regulation

 

Compliance with government provisions regulating discharges into the environment, or otherwise relating to the protection of the environment, did not have a material adverse effect on the Company’s operations for the year covered by this report. Current compliance is not expected to have a material adverse effect in the next two years. Certain legal proceedings discussed in Item 3 of this Report pertain to environmental compliance. The production, packaging, labeling and distribution of certain of the products of the Company are subject to the regulations of various federal, state and local governmental agencies, in particular the U.S. Food & Drug Administration.

 

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Item 2. Properties

 

The following table sets forth information as to the principal properties of the Company and its subsidiaries. All properties are owned except as otherwise indicated below. All facilities are considered to be in good condition (ordinary wear and tear excepted) and suitable and adequate for the Company’s requirements.

 

LOCATION


   GROUP/DIVISION

  

FUNCTION


           

UNITED STATES

         
           

California

         

Escondido

   Color    Sales and R&D/inkjet products and specialty inks

Greenfield

   Flavors & Fragrances    Production/dehydrated flavors

Livingston (2)

   Flavors & Fragrances    Production and R&D/dehydrated flavors

Turlock

   Flavors & Fragrances    Production, R&D and sales/dehydrated flavors
           

Illinois

         

Amboy

   Flavors & Fragrances    Production/ingredients and flavors
           

Indiana

         

Indianapolis

   Flavors & Fragrances    Production, sales and R&D/flavors
           

Michigan

         

Harbor Beach

   Flavors & Fragrances    Production/flavors and flavor enhancers
           

Missouri

         

St. Louis (2)*

   Color    Production, R&D and sales/food colors
           

New Jersey

         

Elmwood Park

   Color    Production and sales/colors, dyes and inkjet products

South Plainfield (3) **

   Color    Production, R&D and sales/cosmetic and pharmaceutical colors and ingredients
           

North Carolina

         

Charlotte*

   Color    R&D and sales/technical colors
           

Wisconsin

         

Juneau

   Flavors & Fragrances    Production/flavor enhancers and extracts

Milwaukee*

   Headquarters    Administrative offices

 

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INTERNATIONAL

         
           

Argentina

         

Buenos Aires*

   Color    Sales/food colors
           

Australia

         

Keysborough

   Asia Pacific    Production, R&D and sales/colors and flavors

Sydney*

   Asia Pacific    Sales/food colors and flavors
           

Belgium

         

Brussels*

   Flavors & Fragrances    Production and sales/natural health ingredients

Heverlee

   Flavors & Fragrances    Production and sales/ingredients and flavors
           

Brazil

         

São Paulo*

   Color    Production and sales/food colors

São Paulo*

   Flavors & Fragrances    Production and sales/flavors
           

Canada

         

Cornwall, Ontario

   Flavors & Fragrances    Production/flavor enhancers and extracts

Delta, British Columbia

   Flavors & Fragrances    Production/ingredients and flavors

Kingston, Ontario

   Color    Production and sales/food colors

Mississauga, Ontario

   Flavors & Fragrances    R&D and sales/flavors

Rexdale, Ontario *

   Flavors & Fragrances    Production/ingredients and flavors

Tara, Ontario

   Flavors & Fragrances    Production/ingredients and flavors
           

China

         

Beijing*

   Asia Pacific    Sales/colors and flavors

Guangzhou*

   Asia Pacific    Production, R&D and sales/flavors and food and pharmaceutical colors

Hong Kong*

   Asia Pacific    Sales/colors and flavors

Qingdao*

   Asia Pacific    Production/dehydrated flavors

Shanghai*

   Asia Pacific    R&D and sales/colors and flavors
           

Czech Republic

         

Prague*

   Color    Sales/food colors
           

England

         

Kings Lynn *

   Color    Production/food colors and dyes

Milton Keynes

   Flavors & Fragrances    Production and sales/flavors and extracts
           

France

         

Marchais

   Flavors & Fragrances    Production/dehydrated flavors

Saint-Denis*

   Color    Sales/food colors

Saint Ouen L’Aumone*

   Color    Production, R&D and sales/cosmetic colors and ingredients

Strasbourg

   Flavors & Fragrances    Production and sales/flavor enhancers and extracts

Paris*

   Flavors & Fragrances    R&D and sales/fragrances

 

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INTERNATIONAL

(Continued)

         
           

Germany

         

Bremen *

   Flavors & Fragrances    Production and sales/flavors, flavored products and essential oils

Geesthacht

   Color    Production, R&D and sales/food colors

Wolfen

   Color    Production, R&D and sales/specialty dyes and chemicals
           

Hungary

         

Budapest

   Color    Production/food colors
           

India

         

Mumbai*

   Asia Pacific    R&D and sales/colors and flavors
           

Indonesia

         

Jakarta*

   Asia Pacific    R&D and sales/fragrances and cosmetic colors
           

Italy

         

Milan

   Flavors & Fragrances    Production, R&D and sales/flavors

Reggio Emilia (2)

   Color    Production and sales/natural colors
           

Japan

         

Osaka*

   Asia Pacific    Sales/colors and flavors

Hitachi

   Asia Pacific    Production/colors and flavors

Tokyo*

   Asia Pacific    R&D and sales/colors and flavors
           

Korea

         

Seoul*

   Asia Pacific    Sales/flavors, colors and display-imaging chemicals
           

Mexico

         

Celaya

   Flavors & Fragrances    Production and sales/flavor enhancers and extracts

Lerma

   Color    Production, R&D and sales/food and cosmetic colors

Tijuana*

   Color    Production/inkjet inks

Tlalnepantla (2)*

   Flavors & Fragrances    Production, R&D, distribution and sales/ingredients, flavors and fragrances
           

The Netherlands

         

Amersfoort*

   Color    Sales/food colors

Elburg

   Flavors & Fragrances    Production/dehydrated flavors

Naarden

   Flavors & Fragrances    Sales/food colors and dehydrated and other flavors
           

New Zealand

         

Auckland

   Asia Pacific    Production, R&D and sales/flavors
           

Philippines

         

Manila*

   Asia Pacific    Production, R&D and sales/flavors, fragrances cosmetic ingredients and color blending
           

Poland

         

Warsaw*

   Color    Sales/food colors

 

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INTERNATIONAL

(Continued)

         
           

Romania

         

Morazia*

   Color    Sales/food colors
           

Serbia

         

Zenta

   Color    Sales/food colors
           

Singapore

         

Singapore*

   Asia Pacific    R&D and sales/food colors and flavors
           

South Africa

         

Johannesburg*

   Color    Production and sales/food colors
           

Spain

         

Barcelona

   Color    Production, sales and R&D/inkjet products and specialty inks

Barcelona*

   Flavors & Fragrances    Sales/flavors

Granada

   Flavors & Fragrances    Production, R&D and sales/fragrances and aromatic chemicals
           

Sweden

         

Kristianstad*

   Flavors & Fragrances    Sales/flavors
           

Switzerland

         

Morges*

   Color    Production, R&D and sales/technical colors
           

Thailand

         

Bangkok*

   Asia Pacific    R&D and sales/colors and flavors
           

Wales

         

Ceredigion

   Flavors & Fragrances    Production, R&D and sales/flavors and flavor enhancers

 

(  ) Indicates number of properties at the locations, if more than one.

 

* Indicates one leased property at the location.

 

** Indicates two leased properties at the location.

 

Item 3. Legal Proceedings

 

Clean Air Act NOV

 

On June 24, 2004, the United States Environmental Protection Agency (the “EPA”) issued a Notice of Violation/Finding of Violation (“NOV”) to Lesaffre Yeast Corporation (“Lesaffre”) for alleged violations of the Wisconsin air emission requirements. The NOV generally alleges that Lesaffre’s Milwaukee, Wisconsin facility violated air emissions limits for volatile organic compounds during certain periods from 1999 through 2003. Some of these violations allegedly occurred before Lesaffre purchased Red Star Yeast & Products (“Red Star Yeast”) from the Company.

 

In connection with the sale of Red Star Yeast, the Company provided Lesaffre and certain of its affiliates with indemnification against environmental claims attributable to the operation, activities or ownership of Red Star Yeast prior to February 23, 2001, the closing date of the sale. See Note 13 to the Company’s consolidated financial statements. The Company has not received a claim for indemnity from Lesaffre with respect to this matter. The Company met with the EPA and Lesaffre to discuss the NOV (and

 

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appropriate means to help resolve the matter) in September 2004 and expects to resolve any obligation it may have directly with the EPA during 2005.

 

Superfund Claim

 

On July 6, 2004, the EPA notified the Company’s Sensient Colors Inc. subsidiary that it may be a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) for activities at the General Color Company Superfund Site in Camden, New Jersey. The EPA requested reimbursement of $10.9 million in clean-up costs, plus interest. Sensient Colors Inc. advised the EPA that this site had been expressly excluded from the Company’s 1988 stock purchase of H. Kohnstamm & Company, Inc. (now Sensient Colors Inc.). The selling shareholders had retained ownership of and liability for the site, and some became owners of General Color Company, which continued to operate there until the mid-1990s. The Company’s legal defense costs are being paid by an insurer with a reservation of coverage rights. The Company continues to assess the existence and solvency of other PRPs, additional insurance coverage, the nature of the alleged contamination, and the extent to which the EPA’s activities satisfy the requirements for reimbursement under CERCLA, as well as the legal sufficiency of excluding this site from the 1988 transaction. In a letter to the EPA dated January 31, 2005, the Company outlined legal challenges to the recoverability of certain costs and urged the EPA to pursue General Color Company and related parties. The EPA is unwilling to discuss these legal challenges without prior conditions and may refer this matter to the Department of Justice.

 

Kraft Foods North America, Inc. v. Sensient Colors Inc.

 

On April 11, 2003, Kraft Foods North America, Inc. (“Kraft”) filed notice of its intention to arbitrate before the American Arbitration Association in Chicago, Illinois certain claims against Sensient Colors Inc. (“Sensient Colors”), a subsidiary of Sensient Technologies Corporation, in the amount of $6.5 million. Kraft asserted a claim against Sensient Colors for breach of contract and breach of warranty arising out of the sale of colorants to Kraft for use in food products for young children because they caused stains on the clothes, furniture and skin of the consumers. Kraft also asserted a claim against Sensient Colors based on its alleged breach of a settlement agreement. The evidentiary portion of the arbitration was conducted in August 2004 and January 2005. The parties have submitted final briefs and are awaiting the decision of the arbitrators.

 

Remmes v. Sensient Flavors, Inc. et al

 

In June 2004, the Company and certain other flavor manufacturers were sued in Iowa state court by Kevin Remmes, who alleged that while working at American Popcorn Company of Sioux City, Iowa, he was exposed to butter flavoring vapors that caused injury to his lungs and respiratory system. The Company, among others, has sold and continues to sell butter flavoring used in the manufacture of microwave popcorn to American Popcorn Company. The suit has been removed to Federal District Court for the Northern District of Iowa, Western Division. The Company believes that plaintiff’s claims are without merit and has begun a vigorous defense. The Company expects this matter to be set for trial in 2006.

 

The Company is involved in various other claims and litigation arising in the normal course of business. In the judgment of management, which relies in part on information from Company counsel, the ultimate resolution of these actions will not materially affect the consolidated financial statements of the Company except as described above.

 

Item 4. Submission of Matters to a Vote of Security Holders

 

There were no matters submitted to a vote of security holders during the fourth quarter of the year ended December 31, 2004.

 

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Executive Officers of the Registrant

 

The executive officers of the Company and their ages as of March 1, 2005 are as follows:

 

Name


   Age

  

Position


Kenneth P. Manning

   63    Chairman, President and Chief Executive Officer

Richard Carney

   54    Vice President - Administration

John L. Hammond

   58    Vice President, Secretary and General Counsel

Richard F. Hobbs

   57    Vice President, Chief Financial Officer and Treasurer

Richard J. Malin

   38    Assistant Treasurer

Charles A. Nicolais

   44    President - Color Group

Ralph G. Pickles

   58    President - Flavors & Fragrances Group

Stephen J. Rolfs

   40    Vice President, Controller and Chief Accounting Officer

Dr. Ho-Seung Yang

   57    Vice President - Marketing & Technology

 

The Company has employed all of the individuals named above, in their current positions, for at least the past five years except as follows. Mr. Carney has held his present office since 2002 and previously served as Vice President-Human Resources (1993-2002). Mr. Hobbs has been an elected officer since 1983 and a Vice President since 1989; he was elected to the additional offices of Chief Financial Officer in 2000 and Treasurer in 2001. Mr. Malin has held his present office since 2001 and previously served as Controller (2001), Controller of Sensient Dehydrated Flavors Company (2000-2001) and Assistant Controller (1995-2000). Mr. Nicolais was elected President – Color Group on February 9, 2004. Prior to joining the Company, he was employed by Air Products and Chemicals Inc. of Allentown, Pennsylvania, serving as that organization’s Global Business Director – Epoxy Products and Industrial Coating Resins (2000-2003) and as its Global Business Manager – Amines and Derivatives (1998-2000). Mr. Pickles has held his present office since 2003 and previously served as President – Asia Pacific (2000-2003) and Managing Director, Color—Europe (1995-2000). Mr. Rolfs has held his current office since 2001 and previously served as Vice President—Corporate Development (1998 -2001) and Treasurer (2000). Dr. Yang has held his present office since 2003 and previously served as Vice President-Technologies (1998-2003).

 

PART II

 

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

The only market in which the common stock of the Company is traded is the New York Stock Exchange. The range of the high and low sales prices as quoted in the New York Stock Exchange—Composite Transaction tape for the common stock of the Company and the amount of dividends declared for the fiscal years 2003 and 2004 appearing under “Common Stock Prices and Dividends” on page 47 of the 2004 Annual Report to Shareholders are incorporated by reference. In 2004, common stock dividends were paid on a quarterly basis, and it is expected that quarterly dividends will continue to be paid in the future.

 

On February 10, 2000, the Board of Directors established a share repurchase program that authorized the Company to repurchase up to five million shares of the Company’s common stock, all of which have been repurchased. On April 27, 2001, the Board of Directors authorized the repurchase of an additional five million shares. As of March 1, 2005, 702,400 shares had been repurchased under the latter authorization. No such repurchases were made in 2004.

 

On July 17, 2003, the Board of Directors authorized the redemption of all the rights issued pursuant to the Company’s Shareholder Rights Plan. Under the rights plan, one right was attached to each outstanding share of the Company’s common stock. The rights were redeemed at a price of $0.01 per right. The redemption price was paid on September 3, 2003, in cash, to shareholders of record on August 25, 2003, along with the regular quarterly dividend payment.

 

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The number of shareholders of record on March 5, 2005 was 3,906.

 

On April 24, 2003, the Company announced an increase in its cash dividend on its common stock from an annual rate of 56 cents per share to 60 cents per share, commencing with the quarterly dividend paid on June 2, 2003.

 

Information regarding the Company’s equity compensation plans appears in Item 12 of Part III of this annual report.

 

Item 6. Selected Financial Data

 

The selected financial data required by this item is incorporated by reference from the “Five Year Review” and the notes thereto on pages 48 and 49 of the 2004 Annual Report to Shareholders.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The information required by this item is set forth under “Management’s Analysis of Operations and Financial Condition” on pages 17 through 26 of the 2004 Annual Report to Shareholders and is incorporated by reference.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 

The information required by this item is set forth under “Market Risk Factors” on pages 24 and 25 of the 2004 Annual Report to Shareholders and is incorporated by reference.

 

Item 8. Financial Statements and Supplementary Data

 

The financial statements and supplementary data required by this item are set forth on pages 27 through 44 of the 2004 Annual Report to Shareholders and are incorporated by reference.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A. Controls and Procedures

 

Disclosure Controls. The Company maintains a system of disclosure controls and procedures that is designed to ensure that all information required to be disclosed by the Company is accumulated and communicated to management in a timely manner. Management has reviewed this system of disclosure controls and procedures as of the end of the period covered by this report, under the supervision of and with the participation of the Company’s Chairman, President and Chief Executive Officer and its Vice President, Chief Financial Officer and Treasurer. Based on that review, the Company has concluded that the current system of disclosure controls and procedures was not effective because of an internal control weakness described below. As a result of this conclusion, the Company has initiated the changes in internal control described below.

 

Report on Internal Control over Financial Reporting. The Company also maintains a system of internal control over financial reporting. Management’s report on internal control over financial reporting, which appears at page 45 of the 2004 Annual Report to Shareholders, is incorporated by reference.

 

As noted in the report on internal control over financial reporting, during the preparation of the Company’s financial statements as of and for the year ended December 31, 2004, and in conjunction with management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of that date, a material weakness was identified. The material weakness related to inadequate support for management’s estimates regarding the impairment of a receivable and the recording of an income tax benefit. Deloitte & Touche LLP did not agree with management’s documentation supporting the accounting for these two

 

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matters, because they believed the documentation in each instance was not sufficient to support the proposed accounting treatment. The Company agreed with this conclusion and recorded adjustments, which had the effect of lowering the net earnings for the fourth quarter and the year ended December 31, 2004.

 

Changes in Internal Control. In response to the matters discussed above, the Company is taking a number of actions to strengthen its internal control processes. These actions include:

 

    Implementing a detailed policy to ensure that the Company promptly identifies, documents and communicates to our Chief Accounting Officer or our Chief Financial Officer any unusual or nonrecurring transactions or circumstances that could have more than an inconsequential impact on our annual or interim financial statements. Examples include changes in or updates to accounting estimates, judgments and discoveries of accounting errors. The policy will require that our Corporate Controller’s department perform and document any necessary research and that it document and report its conclusions and accounting treatment to the audit committee at least quarterly in advance of our public filings of interim or annual financial statements.

 

    Implementing a detailed policy to ensure that the Company promptly identifies and evaluates contingent income tax liabilities and that all income tax accounts are reconciled and reviewed by tax department personnel at least quarterly to identify and quantify changes that could have more than an inconsequential impact on our annual or interim financial statements. The policy will require that prior to recognizing any income tax benefit or expense as a result of reducing or recording a contingent income tax liability or making any other significant income tax adjustments, the proposed adjustments and supporting documentation will be reviewed by our Chief Accounting Officer and our Chief Financial Officer. Any significant adjustments in the tax accounts will also be reported to the audit committee at least quarterly in advance of our public filings of interim or annual financial statements.

 

We believe that these actions will strengthen our disclosure controls and procedures, as well as our internal control over financial reporting, and will address the material weakness that was identified in our assessment as of December 31, 2004.

 

The attestation report on internal control over financial reporting of Deloitte & Touche LLP, set forth on page 46 of the 2004 Annual Report to Shareholders, is incorporated by reference.

 

Item 9B. Other Information

 

None.

 

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PART III

 

Item 10. Directors and Executive Officers of the Registrant

 

Information regarding directors and officers appearing under “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” on pages two through five and page 19, respectively, of the Proxy Statement for the Annual Meeting of Shareholders of the Company dated March 15, 2005 (“Proxy Statement”), is incorporated by reference. Additional information regarding executive officers appears at the end of Part I above, and information regarding codes of conduct and ethics for officers appears at the beginning of Part I above.

 

Item 11. Executive Compensation

 

Information relating to compensation of directors and officers is incorporated by reference from “Director Compensation and Benefits” on pages eight and nine of the Proxy Statement and “Executive Compensation” and “Employment Agreements and Other Arrangements” on pages 15 through 19 of the Proxy Statement. Information relating to the Compensation and Development Committee of the Company’s Board of Directors is incorporated by reference from the third paragraph on page six of the Proxy Statement under the heading “Committees of the Board of Directors.”

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The discussion of security ownership of certain beneficial owners and management and related stockholder matters appearing under “Principal Shareholders” on pages 11 and 12 of the Proxy Statement is incorporated by reference. The discussion appearing under “Equity Compensation Plan Information” on page 17 of the Proxy Statement is incorporated by reference.

 

Item 13. Certain Relationships and Related Transactions

 

There are no family relationships between any of the directors or director nominees and the officers of the Company, nor any arrangement or understanding between any director or officer or any other person pursuant to which any of the nominees has been nominated. No director, nominee for director or officer had any material interest, direct or indirect, in any business transaction of the Company or any subsidiary during the period January 1, 2004 through December 31, 2004, or in any such proposed transaction. In the ordinary course of business, the Company may engage in business transactions with companies whose officers or directors are also directors of the Company. These transactions are routine in nature and are conducted on an arm’s-length basis. The terms of any such transactions are comparable at all times to those obtainable in business transactions with unrelated persons.

 

Item 14. Principal Accountant Fees and Services

 

The disclosure regarding principal accountant fees and services appearing under “Audit Committee Report” on pages nine and ten of the Proxy Statement is incorporated by reference.

 

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PART IV

 

Item 15. Exhibits and Financial Statement Schedules

 

Documents filed:

 

1 and 2:    Financial Statements and Financial Statement Schedules. See below for “List of Financial Statements and Financial Statement Schedules.”
3:    See Exhibit Index following this report. With the exceptions of Exhibits 4.2 and 4.3, no other instruments defining the rights of holders of long-term debt of the Company and its consolidated subsidiaries are exhibits hereto because no other debt instrument authorizes securities exceeding 10% of the total consolidated assets of the Company. The Company agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.

 

List of Financial Statements and Financial Statement Schedules

 

    

Page Reference in
2004 Annual Report

To Shareholders


1. Financial Statements

    

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, 2004:

    

Report of Independent Registered Public Accounting Firm

   45

Consolidated Balance Sheets - December 31, 2004 and 2003

   28

Consolidated Statements of Earnings - Years ended December 31, 2004, 2003 and 2002

   27

Consolidated Statements of Shareholders’ Equity - Years ended December 31, 2004, 2003 and 2002

   30-31

Consolidated Statements of Cash Flows - Years ended December 31, 2004, 2003 and 2002

   29

Notes to Consolidated Financial Statements

   32-44
     Page Reference in
Form 10-K


2. Financial Statement Schedules     

Report of Independent Registered Public Accounting Firm

   19

Schedule II - Valuation and Qualifying Accounts and Reserves

   19

 

All other schedules are omitted because they are inapplicable, not required by the instructions or the information is included in the consolidated financial statements or notes thereto.

 

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Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Shareholders of

Sensient Technologies Corporation

Milwaukee, Wisconsin

 

We have audited the consolidated financial statements of Sensient Technologies Corporation and subsidiaries (the “Company”) as of December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, and have issued our reports thereon dated February 25, 2005, which expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting and does not express an opinion or any other form of assurance on management’s statement regarding the process taken by management to address the material weakness; such consolidated financial statements and reports are included in your 2004 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the consolidated financial statement schedules of the Company listed in Item 15. These consolidated financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

 

DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin

February 25, 2005

 

Schedule II

Valuation and Qualifying Accounts (in thousands); Years Ended December 31, 2004, 2003, 2002

 

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


2002

                                  

Allowance for losses:

Trade accounts receivable

   $ 4,060    $ 1,294    $ 252    $ 721    $ 4,885

2003

                                  

Allowance for losses:

Trade accounts receivable

   $ 4,885    $ 2,044    $ 131    $ 2,217    $ 4,843

2004

                                  

Allowance for losses:

Trade accounts receivable

   $ 4,843    $ 4,773    $ 0    $ 2,987    $ 6,629

 

(A) Accounts written off, net of recoveries.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

SENSIENT TECHNOLOGIES CORPORATION
/s/    JOHN L. HAMMOND        
John L. Hammond
Vice President, Secretary & General Counsel

 

Dated: March 15, 2005

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of March 15, 2005, by the following persons on behalf of the Registrant and in the capacities indicated.

 

/s/    KENNETH P. MANNING               /s/    FERGUS M. CLYDESDALE        
Kenneth P. Manning       Fergus M. Clydesdale
Chairman of the Board, President and Chief Executive Officer       Director
/s/    RICHARD F. HOBBS               /s/    JAMES A.D. CROFT        
Richard F. Hobbs       James A.D. Croft
Vice President, Chief Financial Officer and Treasurer       Director
/s/    STEPHEN J. ROLFS               /s/    ALBERTO FERNANDEZ        
Stephen J. Rolfs       Alberto Fernandez
Vice President, Controller and Chief Accounting Officer       Director
/s/    MICHAEL E. BATTEN               /s/    WILLIAM V. HICKEY        
Michael E. Batten       William V. Hickey
Director       Director
/s/    JOHN F. BERGSTROM               /s/    ESSIE WHITELAW        
John F. Bergstrom       Essie Whitelaw
Director       Director
/s/    HANK BROWN                 
Hank Brown        
Director        

 

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SENSIENT TECHNOLOGIES CORPORATION

EXHIBIT INDEX

2004 ANNUAL REPORT ON FORM 10-K

 

Exhibit
Number


 

Description


  

Incorporated by Reference From


 

Filed Herewith


  3.1           Amended and Restated Articles of Incorporation adopted January 21, 1999 as amended as of November 8, 2004    Exhibit 3.1 to Current Report on Form 8-K filed November 8, 2004 (Commission File No.1-7626)    
  3.2           Amended and Restated By-Laws of Sensient Technologies Corporation as amended as of July 15, 2004    Exhibit 3.2 to Quarterly Report on Form 10-Q for the Quarter ended June 30, 2004 (Commission File No.1-7626)    
  4.2           Indenture dated as of November 9, 1998 between Registrant and The First National Bank of Chicago, as Trustee    Exhibit 4.1 to Registration Statement on Form S-3 dated November 9, 1998 (Commission File No. 333-67015)    
  4.3           Note Purchase Agreement dated as of November 29, 2001, between the Registrant and Various Lenders    Exhibit 4.3 to Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Commission File No. 1-7626)    
10              Material Contracts         
10.1           Management Contracts or Compensatory Plans         
10.1(a)       Executive Employment Contract between Registrant and Kenneth P. Manning dated November 11, 1999   

Exhibit 10.2(a) to Annual Report on Form 10-K

for the fiscal year ended September 30, 1999 (Commission File No. 1-7626)

   

 

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SENSIENT TECHNOLOGIES CORPORATION

EXHIBIT INDEX

2004 ANNUAL REPORT ON FORM 10-K

 

Exhibit

Number


 

Description


  

Incorporated by Reference From


 

Filed Herewith


10.1(b)        Form of Amended and Restated Change of Control Employment and Severance Agreement for Executive Officers    Exhibit 10.1(b) to Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Commission File No. 1-7626)    
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 1990 Employee Stock Plan, as amended September 10, 1998    Exhibit 10.2(d) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)    
10.1(d)(1)   Amendment of 1990 Employee Stock Plan dated as of November 6, 2000    Exhibit 10.1(d)(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 1994 Employee Stock Plan, as amended September 10, 1998    Exhibit 10.2(f) 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 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(f)        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(f)(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(g)        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)

   

 

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SENSIENT TECHNOLOGIES CORPORATION

EXHIBIT INDEX

2004 ANNUAL REPORT ON FORM 10-K

 

Exhibit

Number


 

Description


  

Incorporated by Reference From


 

Filed Herewith


10.1(g)(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(h)        Sensient Technologies Corporation 2002 Stock Option Plan    Appendix B to Definitive Proxy Statement filed on Schedule 14A on March 22, 2002    
10.1(i)        Amended and Restated Directors Deferred Compensation Plan   

Appendix B to Definitive Proxy Statement filed

on Schedule 14A on December 17, 1999 (Commission File No. 1-7626)

   
10.1(i)(1)   Amendment No. 1 to the Directors Deferred Compensation Plan dated December 12, 2000    Exhibit 10.1(h)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)    
10.1(i)(2)   Amendment No. 2 to the Directors Deferred Compensation Plan, dated July 17, 2003    Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (Commission File No. 1-7626)    
10.1(j)        Amended and Restated Management Income Deferral Plan, dated December 31, 2002    Exhibit 10.1(j) to Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (Commission File No. 1-7626)    
10.1(k)        Amended and Restated Executive Income Deferral Plan, dated December 31, 2002    Exhibit 10.1(k) to Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (Commission File No. 1-7626)    
10.1(l)        Amended and Restated Sensient Technologies Corporation Rabbi Trust “A” Agreement dated March 1, 2002 between the Registrant and Marshall & Ilsley Trust Company    Exhibit 10.1(k) to Annual Report on Form 10-K for the fiscal year ended December 31, 2001    
10.1(m)        Trust Agreement, including Changes upon Appointment of Successor Trustee dated as of February 1, 1998 between Registrant and Firstar Bank, Milwaukee, N.A. (“Rabbi Trust B”)    Exhibit 10.2(p) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)    
10.1(n)(1)  

Amendment No. 1 to Rabbi Trust B

dated January 1, 2000 between Registrant and Marshall & Ilsley Trust Company

   Exhibit 10.1(m)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No-1-7626)    

 

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SENSIENT TECHNOLOGIES CORPORATION

EXHIBIT INDEX

2004 ANNUAL REPORT ON FORM 10-K

 

Exhibit
Number


 

Description


  

Incorporated by Reference From


 

Filed Herewith


10.1(n)(2)   Changes upon Appointment of Successor Trustee for Rabbi Trust B dated as of January 1, 2000    Exhibit 10.1(m)(2) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)    
10.1(o)       Trust Agreement, including Changes upon Appointment of Successor Trustee, dated as of February 1, 1998 between Registrant and Firstar Bank, Milwaukee N.A. (“Rabbi Trust C”)    Exhibit 10.2(q) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)    
10.1(o)(1)   Amendment No. 1 to Rabbi Trust C dated as of January 1, 2001 between Registrant and Marshall & Ilsley Trust Company    Exhibit 10.1(n)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)    
10.1(o)(2)   Changes upon Appointment of Successor Trustee for Rabbi Trust C dated as of January 1, 2001    Exhibit 10.1(n)(2) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)    
10.1(p)       Amended and Restated Sensient Technologies Corporation Incentive Compensation Plan for Elected Corporate Officers dated as of February 12, 2004    Appendix D to Definitive Proxy Statement filed on Schedule 14A on March 15, 2004 (Commission File No. 1-7626)    
10.1(q)       Form of Management Incentive Plan for Group and Division Presidents    Exhibit 10.2 (s) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)    
10.1(q)(1)   Amendment No. 1 to the Management Incentive Plan for Group and Division Presidents dated December 12, 2000    Exhibit 10.1(p)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)    
10.1(r)       Form of Management Incentive Plan for Corporate Management    Exhibit 10.2(t) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)    

 

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Table of Contents

SENSIENT TECHNOLOGIES CORPORATION

EXHIBIT INDEX

2004 ANNUAL REPORT ON FORM 10-K

 

Exhibit
Number


 

Description


  

Incorporated by Reference From


 

Filed Herewith


10.1(r)(1)   Amendment No. 1 to Management Incentive Plan for Corporate Management dated December 12, 2000    Exhibit 10.1(q)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)    
10.1(s)       Form of Management Incentive Plan for Group and Division Management    Exhibit 10.2(u) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)    
10.1(s)(1)   Amendment No. 1 to Management Incentive Plan for Group and Division Management dated December 12, 2000    Exhibit 10.1(r)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)    
10.1(t)      

Form of Agreement for Executive Officers

(Supplemental Executive Retirement Plan A)

   Exhibit 10.1(s) to Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Commission File No. 1-7626)    
10.1(t)(1)   Amendment No. 1 to Supplemental Executive Retirement Plan A dated October 14, 2004    Exhibit 10.1 to Current Report on Form 8 K filed October 14, 2004 (Commission File No. 1-7626)    
10.1(u)       Form of Agreement for Executive Officers (Supplemental Executive Retirement Plan B)    Exhibit 10.1(t) to Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Commission File No. 1-7626)    
10.1(u)(1)   Amendment No. 1 to Supplemental Executive Retirement Plan B dated October 14, 2004    Exhibit 10.1 to Current Report on Form 8 K filed October 14, 2004 (Commission File No. 1-7626)    
10.1(v)       Universal Foods Corporation Supplemental Benefit Plan, including Amendment No. 1 thereto dated September 10, 1998    Exhibit 10.2(w) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)    
10.1(v)(1)   Amendment No. 2 to Supplemental Benefit Plan dated December 12, 2000    Exhibit 10.1(u)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)    
10.1(w)       Universal Foods Corporation Transition Retirement Plan, including Amendment No. 1 thereto, dated September 10, 1998    Exhibit 10.2(x) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)    
10.1(w)(1)   Amendment No. 2 to the Transition Retirement Plan dated December 12, 2000    Exhibit 10.1(v)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)    
10.1(w)(2)   Amendment No. 3 to the Transition Retirement Plan dated August 16, 2002    Exhibit 10.1(w)(2) to Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (Commission File No. 1-7626)    

 

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Table of Contents

SENSIENT TECHNOLOGIES CORPORATION

EXHIBIT INDEX

2004 ANNUAL REPORT ON FORM 10-K

 

Exhibit
Number


 

Description


  

Incorporated by Reference From


 

Filed Herewith


10.1(w)(3)   Amendment No. 4 to the Transition Retirement Plan dated December 26, 2002    Exhibit 10.1(w)(3) to Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (Commission File No. 1-7626)    
10.2            Credit Agreement dated as of September 2, 2004    Exhibit 1.1 to Current Report on Form 8-K filed September 8, 2004 (Commission File No. 1-7626)    
13.1            Annual Report to Shareholders for the year ended December 31, 2004        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)    
21               Subsidiaries of the Registrant    Exhibit 21 to Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (Commission File No. 1-7626)    
23               Consent of Deloitte & Touche LLP        X
31               Certifications of Sensient’s Chairman, President and Chief Executive Officer and Vice President, Chief Financial Officer and Treasurer pursuant to Rule 13a-14(a) of the Exchange Act        X
32               Certifications of Sensient’s Chairman, President and Chief Executive Officer and Vice President, Chief Financial Officer and Treasurer, pursuant to 18 United States Code § 1350        X

 

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