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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ANNUAL REPORT PURSUANT TO 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
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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
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A.
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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
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B.
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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
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, 2006 AND 2005 AND
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
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 statement of net assets available for benefits of Sensient
Technologies Corporation Retirement Employee Stock Ownership Plan (the Plan) as of December 31,
2006, and the related statement of changes in net assets available for benefits for the year then
ended. These financial statements are the responsibility of the Plans management. Our
responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit 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
audit 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 audit provides 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, 2006, and the changes
in its net assets available for benefits for the year then ended, in conformity with U.S. generally
accepted accounting principles.
/s/ Ernst and Young, LLP
Milwaukee, Wisconsin
June 26, 2007
4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Benefits Administrative Committee
Sensient Technologies Corporation Retirement Employee Stock Ownership Plan
Milwaukee, WI
We have audited the accompanying statement of net assets available for benefits of Sensient
Technologies Corporation Retirement Employee Stock Ownership Plan (the Plan) as of December 31,
2005. These financial statements are the responsibility of the Plans management. Our
responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit 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. The
Plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit includes 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, as well as
evaluating the overall financial statement presentation. We believe that our audit provides 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 as of December 31, 2005 in conformity
with accounting principles generally accepted in the United States of America.
As discussed in Note B to the financial statements, the accompanying 2005 financial statements have
been retrospectively adjusted for the adoption of FASB 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.
/s/ VIRCHOW, KRAUSE & COMPANY, LLP
Milwaukee, Wisconsin
May 30, 2006
(June 25, 2007 as to Notes B and C)
5
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2006 AND 2005
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2006 |
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2005 |
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ASSETS: |
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Investments at fair value Interest in Sensient Technologies
Corporation Master Defined Contribution Trust |
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$ |
41,644,324 |
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$ |
33,826,143 |
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Contributions receivable from Sensient Technologies Corporation |
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689,222 |
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645,144 |
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Net assets available for benefits at fair value |
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42,333,546 |
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34,471,287 |
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Adjustments from fair value to contract value for fully
benefit-responsive investment contracts |
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57,893 |
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73,845 |
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Net assets available for benefits |
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$ |
42,391,439 |
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$ |
34,545,132 |
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See notes to financial statements.
6
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR
THE YEAR ENDED DECEMBER 31, 2006
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2006 |
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ADDITIONS: |
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Sensient Technologies Corporation contributions |
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$ |
705,001 |
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DEDUCTIONS: |
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Withdrawals and distributions |
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(3,943,639 |
) |
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Investment income Equity in net income of Sensient Technologies
Corporation Master Defined Contribution Trust |
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11,056,578 |
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Plan merger |
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28,367 |
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Net additions |
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7,846,307 |
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Net assets available for benefits: |
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Beginning of year |
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34,545,132 |
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End of year |
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$ |
42,391,439 |
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See notes to financial statements.
7
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
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. Contributions 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 $705,001 for the year ended December 31, 2006, which included non-cash contributions
of Company stock of approximately $644,946.
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). 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
$44,791 at December 31, 2006.
8
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
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.
Benefits are recorded when paid. 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.
In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff
Position AAGINV-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), which
became effective for the Plan on December 31, 2006. The FSP requires that investment
contracts held by a defined-contribution plan be reported at fair value. However, contract
value is the relevant measurement criteria 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. As required by the FSP, the
statement of net assets available for benefits presents the fair value of the investment
contracts within the net investment in Sensient Technologies Corporation Master Defined
Contribution Trust with a separate line item to adjust from fair value to contract value.
Prior year balances have been revised accordingly. The statement of changes in net assets
available for benefits is prepared on a contract value basis.
9
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
Note C Sensient Technologies Corporation Defined Contribution Master Trust:
The Plans investments are held by the Sensient Technologies Corporation Defined
Contribution Master Trust (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, 2006 and 2005 is as
follows:
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2006 |
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2005 |
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Sensient Technologies Corporation common stock* |
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$ |
53,362,163 |
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$ |
42,828,560 |
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Fixed income funds |
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14,493,107 |
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15,243,016 |
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Mutual funds |
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62,917,336 |
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54,591,197 |
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Net assets in Master Trust |
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$ |
130,772,606 |
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$ |
112,662,773 |
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Plans investment in Master Trust |
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$ |
41,644,324 |
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$ |
33,826,143 |
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Plans investment in Master Trust as a percent of total |
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31.84 |
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30.02 |
% |
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*Party-in-interest
10
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
Note C (continued):
The net income of the Master Trust for the year ended December 31, 2006 is as follows:
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2006 |
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Dividends on Sensient Technologies Corporation
common stock* |
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$ |
1,310,568 |
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Interest and other dividends |
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2,643,975 |
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Net appreciation of investments based on quoted market prices |
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19,907,802 |
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Net income of Master Trust |
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$ |
23,862,345 |
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Plans equity in net income of the Master Trust |
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$ |
11,056,578 |
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*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, 2006, 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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2006 |
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Sensient Technologies Corporation common stock* |
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$ |
15,368,135 |
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Mutual Funds |
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4,539,667 |
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Net appreciation in fair value of investments Master Trust |
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$ |
19,907,802 |
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*Party-in-interest
11
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
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:
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2006 |
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2005 |
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Non-participant Directed Net Assets: |
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Sensient Technologies Corporation Common Stock* |
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$ |
34,626,488 |
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$ |
27,553,215 |
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Contributions receivable from Sensient Technologies
Corporation |
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644,946 |
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602,211 |
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Non-participant directed net assets |
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$ |
35,271,434 |
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$ |
28,155,426 |
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2006 |
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Changes in Non-participant Directed Net Assets: |
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Contributions |
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$ |
663,732 |
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Dividends |
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816,142 |
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Net appreciation |
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9,831,046 |
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Plan merger (Note A) |
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2,839 |
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Withdrawals and distributions |
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(2,654,130 |
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Transfers (from) to participant directed investments |
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(1,543,621 |
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$ |
7,116,008 |
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*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, 2006 and 2005 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.
12
SENSIENT TECHNOLOGIES CORPORATION
RETIREMENT EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
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 Subsequent Event:
Effective January 1, 2007, the Plan was amended such that Company contributions for Plan
years on or after January 1, 2007 become vested after three years of credited service with
the Company. 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.
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 27, 2007 |
By: |
/s/ John L. Hammond |
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Name: |
John L. Hammond |
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Title: |
Vice President, Secretary and General Counsel |
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14
EXHIBIT INDEX
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Exhibit No. |
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Description |
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Exhibit 23.1
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Consent of Independent Registered Public Accounting Firm |
Exhibit 23.2
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Consent of Independent Registered Public Accounting Firm |
15