e11vk
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)
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þ |
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ANNUAL REPORT PURSUANT TO 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
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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
Table of Contents
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Page |
Report of Independent Registered Public Accounting Firm |
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4 |
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Statements of Net Assets Available for Benefits December 31, 2009 and 2008 |
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5 |
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Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2009 |
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6 |
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Notes to Financial Statements |
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7-13 |
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Signatures |
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14 |
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Exhibit Index |
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15 |
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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.
2
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 AND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
3
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,
2009 and 2008, and the related statement of changes in net assets available for benefits for the
year ended December 31, 2009. 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 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, 2009 and 2008, and the
changes in its net assets available for benefits for the year ended December 31, 2009, in
conformity with US generally accepted accounting principles.
/s/ Ernst and Young, LLP
Milwaukee, Wisconsin
June 11, 2010
4
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2009 AND 2008
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2009 |
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2008 |
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ASSETS: |
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Investments at fair value Interest in Sensient Technologies
Corporation |
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Master Trust |
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$ |
41,667,403 |
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$ |
37,954,237 |
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Contributions receivable from Sensient Technologies Corporation |
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802,359 |
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809,201 |
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Net assets available for benefits at fair value |
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42,469,762 |
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38,763,438 |
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Adjustments from fair value to contract value for fully
benefit-responsive investment contracts |
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98,562 |
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273,087 |
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Net assets available for benefits |
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$ |
42,568,324 |
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$ |
39,036,525 |
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See notes to financial statements.
5
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR
THE YEAR ENDED DECEMBER 31, 2009
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2009 |
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ADDITIONS: |
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Sensient Technologies Corporation contributions |
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$ |
802,359 |
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DEDUCTIONS: |
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Withdrawals and distributions |
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(2,046,620 |
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Investment income Equity in net income of Sensient Technologies
Corporation Master Trust |
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4,776,060 |
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Net increase |
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3,531,799 |
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Net assets available for benefits: |
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Beginning of year |
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39,036,525 |
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End of year |
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$ |
42,568,324 |
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See notes to financial statements.
6
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
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 $802,359 for the year ended December 31, 2009, which
included non-cash contributions of Company stock of $752,901.
The administration of the Plan is the responsibility of the Benefits Administrative
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 are invested primarily in common stock of the Company and in mutual 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 Managed Income
Portfolio, Balanced Fund or Spartan 500 Index. Assets of the Managed Income Portfolio, a
common collective trust fund of the Fidelity Trust Group, 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 Spartan 500 Index 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. Participants that have account balances in the Managed Income Portfolio
are permitted to redeem funds on any business day; however the Plan is required to provide
a one year redemption notice to liquidate its entire share in the Managed Income Portfolio.
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
$66,575 at December 31, 2009.
7
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
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.
Note B Accounting Policies:
The financial statements of the Plan are prepared on an accrual basis in accordance with
generally accepted accounting principles in the United States. 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 generally accepted accounting
principles in the United States 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 Managed Income Portfolio is
based on quoted redemption values on the last business day of the Plans year-end.
As described in the Accounting Standards Codification (ASC), 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 Plan. The Plans
investment in the Managed Income Portfolio consists of benefit responsive investment
contracts. As required by the ASC, the statement of net assets available for benefits
presents the fair value of the investment in the Managed Income Portfolio 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 Managed Income Portfolio is based
on information reported by Fidelity at year-end. The contract value of the Managed Income
Portfolio represents contributions plus earnings, less participant withdrawals and
administrative expenses.
8
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
Note C Sensient Technologies Corporation Master Trust:
The Plans investments are held by the Master Trust, commingled 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. Each participating plans interest in the investment funds of the Master Trust
is based on account balances of the participants and their elected investment funds.
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, 2009 and 2008 is as
follows:
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2009 |
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2008 |
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Sensient Technologies Corporation common stock* |
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$ |
47,406,923 |
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$ |
45,126,990 |
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Fixed income mutual funds |
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24,942,003 |
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22,119,291 |
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Equity mutual funds |
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64,954,046 |
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45,116,141 |
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Net assets in Master Trust at fair value |
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137,302,972 |
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112,362,422 |
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Adjustments from fair value to contract value for
fully benefit-responsive investment contracts |
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310,740 |
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816,824 |
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Net assets in Master Trust at contract value |
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$ |
137,613,712 |
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$ |
113,179,246 |
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Plans investment in Master Trust as a percent of total |
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30.35 |
% |
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33.78 |
% |
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9
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
Note C (continued):
The net income of the Master Trust for the year ended December 31, 2009 is as follows:
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2009 |
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Dividends on Sensient Technologies Corporation
common stock* |
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$ |
1,309,870 |
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Interest and other dividends |
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1,261,288 |
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Net appreciation of investments based on quoted market prices |
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21,019,920 |
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Net income of Master Trust |
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$ |
23,591,078 |
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Plans equity in net income of the Master Trust |
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$ |
4,776,060 |
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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 change could materially affect the amounts reported in the financial
statements.
During the year ended December 31, 2009, 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:
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2009 |
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Sensient Technologies Corporation common stock* |
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$ |
4,548,443 |
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Mutual Funds |
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16,471,477 |
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Net appreciation in fair value of investments Master Trust |
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$ |
21,019.920 |
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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
10
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
Note D (continued):
the net assets and the significant components of the changes in net assets relating to
non-participant directed net assets is as follows:
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2009 |
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2008 |
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Non-participant directed net assets: |
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Sensient Technologies Corporation Common stock* |
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$ |
33,174,315 |
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$ |
30,633,333 |
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Contributions receivable from Sensient Technologies
Corporation |
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752,901 |
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759,228 |
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Non-participant directed net assets |
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$ |
33,927,216 |
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$ |
31,392,561 |
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2009 |
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Changes in Non-participant directed net assets: |
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Contributions |
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$ |
752,901 |
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Dividends |
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881,886 |
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Net appreciation |
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3,164,489 |
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Withdrawals and distributions |
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(1,518,697 |
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Transfers from participant directed investments |
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(745,924 |
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$ |
2,534,655 |
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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 has taken the necessary steps, if any, to bring the
Plans operations into compliance with the Code. Therefore, the Plan administrator believes
that the Plan, as amended, is qualified and the related trust is tax exempt.
Note F Benefits Payable:
As of December 31, 2009 and 2008, 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.
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. Fees paid by the Plan were $4,214 for the
year ended December 31, 2009.
11
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
Note H Fair Value Measurements:
As of December 31, 2009 and 2008, the Plans only assets and liabilities subject to ASC
820, Fair Value Measurements and Disclosures, are Sensient Technologies Corporation common
stock and mutual fund investments held by the Master Trust. The fair value of Sensient
Technologies Corporation common stock and mutual funds are based on December 31, 2009
market quotes (Level 1 inputs per ASC 820). One of the mutual funds is the Managed Income
Portfolio, which is a fund that is designed to deliver safety and stability by preserving
principal and accumulating earnings. This fund is primarily invested in guaranteed
investment contracts and synthetic investment contracts. The fair value of this fund is
based on the fair value of the underlying investment contracts as reported by Fidelity
(Level 2 inputs per ASC 820).
The following table sets forth by level, within the fair value hierarchy, the Master
Trusts assets at fair value as of December, 31, 2009 and 2008:
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December 31, 2009 |
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Level 1 |
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Level 2 |
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Total |
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Sensient Technologies
Corporation common stock * |
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$ |
47,406,923 |
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$ |
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$ |
47,406,923 |
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Mutual fund investments |
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73,185,248 |
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73,185,248 |
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Managed Income Portfolio |
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|
16,710,801 |
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16,710,801 |
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Total assets at fair value |
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$ |
120,592,171 |
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$ |
16,710,801 |
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$ |
137,302,972 |
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December 31, 2008 |
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Level 1 |
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Level 2 |
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Total |
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Sensient Technologies
Corporation common stock * |
|
$ |
45,126,990 |
|
|
$ |
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|
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$ |
45,126,990 |
|
Mutual fund investments |
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52,092,826 |
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52,092,826 |
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Managed Income Portfolio |
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|
15,142,606 |
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|
15,142,606 |
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Total assets at fair value |
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$ |
97,219,816 |
|
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$ |
15,142,606 |
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$ |
112,362,422 |
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12
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
Note I Subsequent Events:
The Plan adopted the disclosure requirements of ASC 855, Subsequent Events, on April 1,
2009. This codification topic provides disclosure requirements pertaining to events that
occur after the balance sheet date, but before the financial statements are issued or
available to be issued. The Plan performed an evaluation of subsequent events through the
date the financial statements were issued.
13
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
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Date: June 11, 2010 |
By: |
/S/ John L. Hammond
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Name: |
John L. Hammond |
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Title: |
Senior Vice President, General Counsel and Secretary |
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14
EXHIBIT INDEX
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Exhibit No. |
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Description |
Exhibit 23.1
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Consent of Independent Registered Public Accounting Firm |
15