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SENSIENT TECHNOLOGIES CORP — Annual Report 2008
Jun 24, 2008
31054_rns_2008-06-24_9029a488-d328-4c49-beea-725f8406de32.zip
Annual Report
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11-K 1 c27590ae11vk.htm FORM 11-K e11vk PAGEBREAK
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
þ ANNUAL REPORT PURSUANT TO 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
o TRANSITION REPORT PURSUANT TO 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 1-7626
A. Full title of the plan and address of the plan, if different from that of the issuer named below:
Sensient Technologies Corporation Retirement Employee Stock Ownership Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Sensient Technologies Corporation 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202-5304 (414) 271-6755
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| Report of Independent Registered Public Accounting Firm | 4 |
|---|---|
| Statements of Net Assets Available for Benefits December 31, 2007 and 2006 | 5 |
| Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2007 | 6 |
| Notes to Financial Statements | 7-12 |
| Signatures | 13 |
| Exhibit Index | 14 |
| Consent of Independent Registered Public Accounting Firm |
/TOC
All schedules required by Section 2520.103.10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
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SENSIENT TECHNOLOGIES CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006 AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Benefits Administrative Committee Sensient Technologies Corporation Retirement Employee Stock Ownership Plan
We have audited the accompanying statements of net assets available for benefits of Sensient Technologies Corporation Retirement Employee Stock Ownership Plan (the Plan) as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plans internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2007 and 2006, and the changes in its net assets available for benefits for the year ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.
/s/ Ernst and Young, LLP
Milwaukee, Wisconsin May 30, 2008
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SENSIENT TECHNOLOGIES CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2007 AND 2006
| 2007 | 2006 | |
|---|---|---|
| ASSETS: | ||
| Investments | ||
| at fair value Interest in Sensient Technologies | ||
| Corporation Master Trust | $ 46,029,467 | $ 41,644,324 |
| Contributions receivable from Sensient Technologies Corporation | 668,882 | 689,222 |
| Net assets available for benefits at fair value | 46,698,349 | 42,333,546 |
| Adjustments from fair value to contract value for fully | ||
| benefit-responsive investment contracts | 64,924 | 57,893 |
| Net assets available for benefits | $ 46,763,273 | $ 42,391,439 |
See notes to financial statements.
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SENSIENT TECHNOLOGIES CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2007
| 2007 | ||
|---|---|---|
| ADDITIONS: | ||
| Sensient Technologies Corporation contributions | $ 668,893 | |
| DEDUCTIONS: | ||
| Withdrawals and distributions | (2,603,236 | ) |
| Investment | ||
| income Equity in net income of Sensient Technologies | ||
| Corporation Master Trust | 6,306,177 | |
| Net additions | 4,371,834 | |
| Net assets available for benefits: | ||
| Beginning of year | 42,391,439 | |
| End of year | $ 46,763,273 |
See notes to financial statements.
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SENSIENT TECHNOLOGIES CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
| Note A Description of the Plan: |
| --- |
| The following description of the Sensient Technologies Corporation Retirement Employee
Stock Ownership Plan (the Plan) provides only general information. Participants should
refer to the Plan agreement for a more comprehensive description of the Plans provisions. |
| The Plan is a defined contribution plan covering substantially all domestic employees of
Sensient Technologies Corporation (the Company) eligible to participate in the Plan. The
Plan is subject to the provisions of the Employee Retirement Income Securities Act of 1974,
as amended (ERISA). The Company makes discretionary annual contributions to the Plan as
determined annually by its Board of Directors. Participant contributions are not permitted
under the Plan. Effective January 1, 2007, the Plan was amended such that the Company
contributions for Plan years on or after
January 1, 2007 become vested after three years of credited service with the Company or
upon termination due to death or disability. Company contributions made for Plan years
beginning prior to January 1, 2007, continue to become vested after five years of credited
service with the Company or upon termination due to death or disability. Company
contributions to the plan were $668,893 for the year ended December 31, 2007, which
included non-cash contributions of Company stock of $617,624. |
| The administration of the Plan is the responsibility of the Benefits Administrative
Committee (the Committee) which is appointed by the Finance Committee of the Companys
Board of Directors. The assets of the Plan are maintained in a trust fund that is
administered under a Master Trust agreement (as described in Note C) with Fidelity
Management Trust Company (the Trustee or Fidelity). The Trustee is responsible for
maintaining the assets of the Plan and, generally, performing all other acts deemed
necessary or proper to fulfill its responsibility as set forth in the Master Trust
agreement pertaining to the Plan. |
| Plan assets may be invested in any type of investment that is legally permitted for
employee retirement plans. Plan assets are invested primarily in common stock of the
Company, mutual funds and fixed income funds. Participants have the option to receive
dividends on the Companys common stock in the form of cash. Company contributions are
invested in the Company common stock unless the participant meets the following age and
service requirements and has elected to have a portion of their account invested in other
funds. At age 35 with 5 years of service, participants may elect to have a portion of
their account invested in the Fixed Income Fund, Balanced Fund and U.S. Equity Index Fund.
Assets of the Fixed Income Fund are invested primarily in Treasury bills and notes;
certificates of deposit; and other fixed income securities. Assets of the Balanced Fund are
invested primarily in common stocks; preferred stocks; and bonds. Assets of the U.S.
Equity Index Fund are invested primarily in S&P 500 company stocks to attempt to match the
S&P 500 performance. Participants may revise their investment allocations daily. |
| The Plan does not allow participants to borrow funds from their account. |
| Amounts that have been forfeited in accordance with provisions of the Plan, serve to reduce
Company contributions. Forfeitures available to reduce the Company contribution were
$171,098 at December 31, 2007. |
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SENSIENT TECHNOLOGIES CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
| Note A (continued): |
| --- |
| Individual accounts are maintained by the Trustee for each Plan participant. Each
participants account is credited with the Companys contribution and an allocation of Plan
income, and charged with withdrawals and an allocation of Plan losses. Allocations are
based on participant earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the participants vested
account. |
| Although it has not expressed any intention to do so, the Company has the right under the
Plan to discontinue contributions at any time and to terminate the Plan subject to the
provisions set forth in ERISA. In the event of termination, participant accounts become
fully vested. |
| Effective December 31, 2006, the Sensient Technologies Transition Retirement Plan was
merged into the Plan and net assets of $28,367 were transferred to the Plan. Participants
of the Sensient Technologies Transition Retirement Plan were 100% vested in their account
balances prior to merger and immediately became Participants in the Plan. |
| Note B Accounting Policies: |
| The financial statements of the Plan are prepared on an accrual basis in accordance with
U.S. generally accepted accounting principles. Assets of the Plan are stated at fair value. |
| Administrative expenses incurred by the Plan are paid by the Company on behalf of the Plan
or from Plan assets as determined by the Committee. |
| The preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates that affect the amounts
reported in the financial statements and accompanying notes. Actual results could differ
from those estimates. |
| The Plans investments are stated at fair value. Shares of mutual funds are valued based on
quoted market prices which represent the net asset value of shares held by the Plan at
year-end. The fair value of the participation units in the common collective trusts is
based on quoted redemption values on the last business day of the Plans year-end. |
| As described in Financial Accounting Standards Board Staff Position (FSP) AAG INV-1 and SOP
94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution
Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined
contribution plan are required to be reported at fair value. However, contract value is the
relevant measurement attribute for that portion of the net assets available for benefits of
a defined contribution plan attributable to fully benefit-responsive investment contracts
because contract value is the amount participants would receive if they were to initiate
permitted transactions under the terms of the |
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SENSIENT TECHNOLOGIES CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
| Note B (continued): |
| --- |
| Plan. The Plan invests in investment contracts through a common collective trust, Sensient
Technologies Corporation Master Trust (the Master Trust). As required by the FSP, the
statement of net assets available for benefits presents the fair value of the investment in
the common collective trust as well as the adjustment from fair value to contract value for
fully benefit-responsive investment contracts. The fair value of the Plans interest in
the Master Trust is based on information reported by the issuer of the common collective
trust at year-end. The contract value of the Master Trust represents contributions plus
earnings, less participant withdrawals and administrative expenses. |
| Note C Sensient Technologies Corporation Master Trust: |
| The Plans investments are held by the Master Trust along with the investments of the
Sensient Technologies Corporation Savings Plan. Use of the Master Trust permits the
commingling of assets of various employee benefit plans for investment and administrative
purposes. Although Plan assets are commingled, supporting records are maintained for the
purpose of determining changes in each plans undivided and specifically allocated interest
in the Master Trust. |
| Purchases and sales of investments are recorded on a trade-date basis. Interest income is
accrued when earned. Dividend income is recorded on the ex-dividend date. Capital gain
distributions are included in dividend income. |
| Quoted market prices are used to determine the fair value of marketable securities. Shares
of registered investment companies or collective trusts are stated at quoted market prices
or withdrawal value. Investment income, realized gains and losses, and unrealized
appreciation and depreciation of investments in the Master Trust are allocated to each plan
participating in the Master Trust based upon the relationship of the individual interest of
each plan to the total of the individual interests of all plans participating in the Master
Trust. |
| The fair value of the net assets of the Master Trust as of December 31, 2007 and 2006 is as
follows: |
| 2007 | 2006 | |
|---|---|---|
| Sensient Technologies Corporation common stock* | $ 55,532,190 | $ 53,362,163 |
| Fixed income funds | 14,268,598 | 14,493,107 |
| Mutual funds | 79,342,001 | 62,917,336 |
| Net assets in Master Trust | $ 149,142,789 | $ 130,772,606 |
| Plans investment in Master Trust | $ 46,029,467 | $ 41,644,324 |
| Plans investment in Master Trust as a percent of total | 30.86 % | 31.84 % |
- Party-in-interest
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SENSIENT TECHNOLOGIES CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
| Note C (continued): |
|---|
| The net income of the Master Trust for the year ended December 31, 2007 is as follows: |
| 2007 | |
|---|---|
| Dividends on Sensient Technologies Corporation | |
| common stock* | $ 1,277,960 |
| Interest and other dividends | 3,855,157 |
| Net appreciation of investments based on quoted market prices | 13,239,972 |
| Net income of Master Trust | $ 18,373,089 |
| Plans equity in net income of the Master Trust | $ 6,306,177 |
- Party-in-interest
| The Master Trust invests in various securities. Investment securities, in general, are
exposed to various risks, such as interest rate, credit, and overall market volatility.
Due to the level of risk associated with certain investment securities, it is reasonably
possible that changes in the values of investment securities will occur in the near term
and that such changes could materially affect the amounts reported in the financial
statements. |
| --- |
| During the year ended December 31, 2007, net appreciation of the investments held by the
Master Trust (including gains and losses on investments bought and sold, as well as held
during the year) is as follows: |
| 2007 | |
|---|---|
| Sensient Technologies Corporation common stock* | $ 7,675,599 |
| Mutual Funds | 5,564,373 |
| Net | |
| appreciation in fair value of investments Master Trust | $ 13,239,972 |
- Party-in-interest
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SENSIENT TECHNOLOGIES CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
| Note D Non-participant Directed Investments of the Plan: |
| --- |
| The non-participant directed investments of the Plan held by the Master Trust are invested
in Sensient Technologies Corporation common stock. Participant account balances, which are
eligible to be diversified but remain in Sensient Technologies Corporation common stock,
cannot be separately determined and are reported as non-participant directed investments.
Information about the net assets and the significant components of the changes in net
assets relating to non-participant directed net assets is as follows: |
| 2007 | 2006 | |
|---|---|---|
| Non-participant directed net assets: | ||
| Sensient Technologies Corporation Common stock* | $ 37,694,162 | $ 34,626,488 |
| Contributions receivable from Sensient Technologies | ||
| Corporation | 617,624 | 644,946 |
| Non-participant directed net assets | $ 38,311,786 | $ 35,271,434 |
| 2007 | ||
|---|---|---|
| Changes in Non-participant directed net assets: | ||
| Contributions | $ 617,374 | |
| Dividends | 830,759 | |
| Net appreciation | 5,047,272 | |
| Withdrawals and distributions | (2,056,115 | ) |
| Transfers from participant directed investments | (1,398,938 | ) |
| $ 3,040,352 |
- Party-in-interest
| Note E Income Tax Status: |
| --- |
| The Plan has received a determination letter from the Internal Revenue Service dated June
27, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue
Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to
this determination by the Internal Revenue Service, the Plan was amended. Once qualified,
the Plan is required to operate in conformity with the Code to maintain its qualification.
The Plan administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan, as amended, is
qualified and the related trust is tax exempt. |
| Note F Benefits Payable: |
| As of December 31, 2007 and 2006 the Plan had no benefits payable to persons who elected to
withdraw from participation in the earnings and operations of the Plan but had not yet been
paid. |
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SENSIENT TECHNOLOGIES CORPORATION RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
| Note G Parties-in-Interest: |
| --- |
| Certain Plan investments are managed and issued by the Trustee, the custodian of the Plans
investment assets and, therefore, some transactions qualify as party-in-interest
transactions. The Company pays fees to the Trustee for investment management,
recordkeeping, and other administrative services. |
| Note H New Pronouncements: |
| In September 2006, the Financial Accounting Standards Board (FASB) issued Statement No. 157 Fair Value Measurements . This statement defines fair value establishes a framework for
measuring fair value and expands disclosures about fair value measurements. It also
establishes a fair value hierarchy that prioritizes information used in developing
assumptions when pricing an asset or liability. Statement No. 157 will be effective for the
Company beginning in 2008. The Company does not believe this statement will have a material
effect on the Plans financial statements and related disclosures. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefits plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Sensient Technologies Corporation Retirement Employee Stock Ownership Plan
| Date: June 24, 2008 | /s/ John L. Hammond |
|---|---|
| Name: | John L. Hammond |
| Title: | Vice President, Secretary and General Counsel |
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EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| Exhibit 23.1 | Consent of Independent Registered Public Accounting Firm |
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