þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
WISCONSIN | 39-0561070 | |
(State of Incorporation) | (IRS Employer Identification Number) |
NAME OF EACH EXCHANGE | ||
TITLE OF EACH CLASS | ON WHICH REGISTERED | |
Common Stock, $0.10 par value | New York Stock Exchange, Inc. |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
1 and 2: | Financial Statements and Financial Statement Schedule. See below for List of Financial Statements and Financial Statement Schedule. | ||
3: | See Exhibit Index following this report. |
Page Reference in | ||
2010 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, 2010: |
||
Reports of Independent Registered Public Accounting Firm |
47-48 | |
Consolidated Balance Sheets December 31, 2010 and 2009 |
28 | |
Consolidated Statements of Earnings Years ended December 31, 2010, 2009
and 2008 |
27 | |
Consolidated Statements of Shareholders Equity Years ended December 31,
2010, 2009 and 2008 |
30-31 | |
Consolidated Statements of Cash Flows Years ended December 31, 2010, 2009
and 2008 |
29 | |
Notes to Consolidated Financial Statements |
32-45 |
Page Reference in | ||||
Form 10-K | ||||
2. Financial Statement Schedule | ||||
Report of Independent Registered Public Accounting Firm |
23 | |||
Schedule II Valuation and Qualifying Accounts |
24 |
Date: March 3, 2011 SENSIENT TECHNOLOGIES CORPORATION |
||||
/s/ John L. Hammond | ||||
John L. Hammond | ||||
Senior Vice President, General Counsel and Secretary |
Exhibit | Incorporated by | Filed | ||||
Number | Description | Reference From | Herewith | |||
3.1
|
Amended and Restated Articles of Incorporation adopted January 21, 1999 as amended as of April 21, 2005 | Exhibit 3.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (Commission File No.1-7626) | ||||
3.2
|
Amended and Restated By-Laws of Sensient Technologies Corporation as amended as of December 9, 2010 | Exhibit 3.2 to Current Report on Form 8-K dated December 9, 2010 (Commission File No. 1-7626) | ||||
4.4
|
Note Purchase Agreement dated as of June 27, 2006 | Exhibit 10.1 to Current Report on Form 8-K dated June 27, 2006 (Commission File No. 1-7626) | ||||
10
|
Material Contracts | |||||
10.1
|
Management Contracts or Compensatory Plans | |||||
10.1(a)(1)
|
Amended and Restated Executive Employment Contract dated August 17, 2007 between Registrant and Kenneth P. Manning (superseded) | Exhibit 10.1 to Current Report on Form 8-K dated August 17, 2007 (Commission File No. 1-7626) | ||||
10.1(a)(2)
|
Amended and Restated Executive Employment Contract dated as of October 27, 2008 between the Company and Kenneth P. Manning (superseded) | Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626) | ||||
10.1(a)(3)
|
Amended and Restated Executive Employment Contract dated as of February 5, 2009 between the Company and Kenneth P. Manning (superseded) | Exhibit 10.1 to Current Report on Form 8-K dated February 5, 2009 (Commission File No. 1-7626) | ||||
10.1(a)(4)
|
Amended and Restated Executive Employment Agreement Contract dated as of July 22, 2010 between the Company and Kenneth P. Manning | Exhibit 10.1 to Current Report on Form 8-K dated July 22, 2010 (Commission File No. 1-7626) | ||||
10.1(b) (1)
|
Form of Amended and Restated Change of Control Employment and Severance Agreement for Executive Officers (Executive Change in Control Agreement) | Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626) | ||||
10.1(b)(2)
|
Form of Amendments to Executive Change in Control Agreement | Exhibit 10.1 to Current Report on Form 8-K dated March 23, 2010 (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 1994 Employee Stock Plan, as amended September 10, 1998 | Exhibit 10.2(f) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626) |
Exhibit | Incorporated by | Filed | ||||
Number | Description | Reference From | Herewith | |||
10.1(d)(1)
|
Amendment of 1994 Employee Stock Plan dated as of November 6, 2000 | Exhibit 10.1(e)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626) | ||||
10.1(e)
|
Universal Foods Corporation 1998 Stock Option Plan, as amended September 10, 1998 | Exhibit 10.2(h) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626) | ||||
10.1(e)(1)
|
Amendment of 1998 Stock Option Plan dated as of November 6, 2000 | Exhibit 10.1(f)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626) | ||||
10.1(f)
|
1999 Non-Employee Director Stock Option Plan | Appendix A to Definitive Proxy Statement filed on Schedule 14A on December 17, 1999 (Commission File No. 1-7626) | ||||
10.1(f)(1)
|
Amendment of 1999 Non-Employee Director Stock Option Plan dated as of November 6, 2000 | Exhibit 10.1(g)(1) to Annual Report of Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626) | ||||
10.1(g)
|
Sensient Technologies Corporation 2002 Stock Option Plan | Appendix B to Definitive Proxy Statement filed on Schedule 14A on March 22, 2002 | ||||
10.1(g)(1)
|
Amendment of No. 1 to the Sensient Technologies Corporation 2002 Stock Option Plan | Exhibit 10.11 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626) | ||||
10.1(g)(2)
|
Form of Restricted Stock Agreement thereunder | Exhibit 10.1 to Current Report on Form 8-K dated December 1, 2005 (Commission File No. 1-7626) | ||||
10.1(h)
|
Sensient Technologies Corporation 2007 Restricted Stock Plan | Appendix B to the Proxy Statement for the Annual Meeting of Shareholders of the Company dated March 15, 2007 | ||||
10.1(h)(1)
|
Amendment No. 1 to the Sensient Technologies Corporation 2007 Restricted Stock Plan | Exhibit 10.12 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626) | ||||
10.1(i)
|
Directors Deferred Compensation Plan, as amended and restated effective as of January 1, 2005 | Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626) | ||||
10.1(i)(1)
|
Directors Unfunded Retirement Plan, Amended and Restated as of January 1, 2009 | Exhibit 10.1(i)(l) to Annual Report of Form 10-K for the fiscal year ended December 31, 2009 (Commission File No. 1-7626) | ||||
10.1(j)(1)
|
Management Income Deferral Plan, as amended and restated effective as of December 31, 2004 (frozen portion) | Exhibit 10.5(a) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626) | ||||
10.1(j)(2)
|
Management Income Deferral Plan, as amended and restated effective as of January 1, 2005 (non-frozen portion) | Exhibit 10.5(b) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626) |
Exhibit | Incorporated by | Filed | ||||
Number | Description | Reference From | Herewith | |||
10.1(k)(1)
|
Executive Income Deferral Plan, as amended and restated effective as of December 31, 2004 (frozen portion) | Exhibit 10.4(a) to Quarterly Report on Form 10-Q the quarter ended September 30, 2008 (Commission File No. 1-7626) | ||||
10.1(k)(2)
|
Executive Income Deferral Plan, as Amended and restated effective as of January 1, 2005 (non-frozen portion) | Exhibit 10.4(b) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626) | ||||
10.1(l)
|
Amended and Restated Sensient Technologies Corporation Rabbi Trust A Agreement dated November 30, 2009 between Registrant and Wells Fargo Bank N.A. | Exhibit 10.1(l) to Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (Commission File No. 1-7626) | ||||
10.1(m)
|
Amended and Restated Sensient Technologies Corporation Rabbi Trust B Agreement dated November 30, 2009 between Registrant and Wells Fargo Bank N.A. | Exhibit 10.1(m) to Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (Commission File No. 1-7626) | ||||
10.1(n)
|
Amended and Restated Sensient Technologies Corporation Rabbi Trust C Agreement dated November 30, 2009 between Registrant and Wells Fargo Bank N.A. | Exhibit 10.1(n) to Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (Commission File No. 1-7626) | ||||
10.1(o)
|
Incentive Compensation Plan for Elected Corporate Officers | Exhibit 10.10 to Quarterly Report on Form 10Q for the quarter ended September 30, 2008 (Commission File No. 1-7626) | ||||
10.1(p)
|
Management Incentive Plan for Group Presidents | Exhibit 10.9 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626) | ||||
10.1(q)
|
Management Incentive Plan for Corporate Management | Exhibit 10.7 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626) | ||||
10.1(r)
|
Management Incentive Plan for Group/Division Management | Exhibit 10.8 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626) | ||||
10.1(s)(1)
|
Form of Agreement for Executive Officers (Supplemental Executive Retirement Plan A), as amended and restated effective as of January 1, 2005 | Exhibit 10.1(s) to Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Commission File No. 1-7626) | ||||
10.1(s)(2)
|
Form of Amendment No.1 to the Sensient Technologies Corporation Amended and Restated Supplemental Executive Retirement Plan A (Effective as of January 1, 2005) | Exhibit 10.1(s)(2) to Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (Commission File No. 1-7626) | ||||
10.1(s)(3)
|
Form of Amendment No. 2 to the Sensient Technologies Corporation Amended and Restated Supplemental Executive Retirement Plan A (Effective as of January 1, 2005) | Exhibit 10.1 to Current Report on Form 8-K dated April 22, 2010 (Commission File No. 1-7626) |
Exhibit | Incorporated by | Filed | ||||
Number | Description | Reference From | Herewith | |||
10.1(t)(1)
|
Form of Agreement for Executive Officers (Supplemental Executive Retirement Plan B), as amended and restated effective as of January 1, 2005 | Exhibit 10.1(t) to Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Commission File No. 1-7626) | ||||
10.1(t)(2)
|
Form of Amendment No. 1 to the Sensient Technologies Corporation Amended and Restated Supplemental Executive Retirement Plan B (Effective as of January 1, 2005) | Exhibit 10.1(t)(2) to Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (Commission File No. 1-7626) | ||||
10.1(t)(3)
|
Form of Amendment No. 2 to the Sensient Technologies Corporation Amended and Restated Supplemental Executive Retirement Plan B (Effective as of January 1, 2005) | Exhibit 10.2 to Current Report on Form 8-K dated April 22, 2010 (Commission File No. 1-7626) | ||||
10.1(u)(1)
|
Supplemental Benefit Plan, as amended and restated effective as of December 31, 2004 (frozen portion) | Exhibit 10.6(a) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626) | ||||
10.1(u)(2)
|
Supplemental Benefit Plan, as amended and restated effective as of January 1, 2005 (non-frozen portion) | Exhibit 10.6(b) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626) | ||||
10.2
|
Credit Agreement dated as of June 15, 2007 | Exhibit 10.1 to Current Report on Form 8-K dated June 15, 2007 (Commission File No. 1-7626) | ||||
10.3
|
Credit Agreement dated as of October 7, 2008 | Exhibit 10.1 to Quarterly Report on Form 8-K dated October 7, 2008 (Commission File No. 1-7626) | ||||
13.1
|
Annual Report to Shareholders for the year ended December 31, 2010 | 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 | X | ||||
23.1
|
Consent of Ernst & Young LLP | Exhibit 23.1 to Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (Commission File No. 1-7626) | ||||
31
|
Certifications of Sensients Chairman and Chief Executive Officer and Senior Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act | X | ||||
32
|
Certifications of Sensients Chairman and Chief Executive Officer and Senior Vice President and Chief Financial Officer, pursuant to 18 United States Code § 1350 | X |