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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K/A
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
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 Savings Plan
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
SENSIENT TECHNOLOGIES CORPORATION
SAVINGS PLAN
FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005,
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2006 AND REPORTS OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRMS
3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Benefits Administrative Committee
Sensient Technologies Corporation Savings Plan
We have audited the accompanying statement of net assets available for benefits of Sensient
Technologies Corporation Savings 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.
Our audit was performed for the purpose of forming an opinion on the financial statements taken as
a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31,
2006 is not a required part of the financial statements but is supplementary information required
by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the
Plans management. The supplemental schedule has been subjected to the auditing procedures applied
in our audit of the financial statements and, in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a whole.
/s/ ERNST & YOUNG, LLP
Milwaukee, Wisconsin
June 26, 2007
4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Benefits Administrative Committee
Sensient Technologies Corporation Savings Plan
Milwaukee, WI
We have audited the accompanying statement of net assets available for benefits of Sensient
Technologies Corporation Savings 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 SAVINGS 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: |
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Interest in Sensient Technologies Corporation
Master Defined Contribution Trust |
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$ |
89,128,282 |
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$ |
78,760,673 |
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Participant loans |
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3,906,145 |
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4,008,924 |
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Total investments |
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93,034,427 |
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82,769,597 |
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Contributions receivable from Sensient Technologies
Corporation: |
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Employee contributions |
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138,593 |
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Employer contributions |
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2,387,376 |
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2,144,771 |
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Total receivables |
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2,525,969 |
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2,144,771 |
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Net assets available for benefits at fair value |
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95,560,396 |
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84,914,368 |
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Adjustments from fair value to contract value for
fully benefit-responsive investment contracts |
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122,314 |
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140,893 |
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Net assets available for benefits |
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$ |
95,682,710 |
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$ |
85,055,261 |
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See notes to financial statements.
6
SENSIENT TECHNOLOGIES CORPORATION SAVINGS 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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Contributions: |
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Participants |
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$ |
4,785,583 |
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Sensient Technologies Corporation |
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2,387,370 |
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Rollovers |
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140,649 |
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Interest on Participant Loans |
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255,177 |
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Total additions |
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7,568,779 |
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DEDUCTIONS: |
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Withdrawals and distributions |
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(9,674,141 |
) |
Administrative expenses |
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(70,346 |
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Total deductions |
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(9,744,487 |
) |
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Investment income Equity in net income of Sensient
Technologies Corporation Master Defined
Contribution Trust |
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12,803,157 |
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Net additions |
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10,627,449 |
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Net assets available for benefits: |
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Beginning of year |
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85,055,261 |
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End of year |
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$ |
95,682,710 |
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See notes to financial statements.
7
SENSIENT TECHNOLOGIES CORPORATION SAVINGS 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 Savings 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 sponsored by Sensient
Technologies Corporation (the Company). Substantially all
domestic employees of the Company, except for employees covered
by collective bargaining agreements that do not expressly provide
for participation in the Plan, are eligible to participate in the
Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended (ERISA).
Employees can contribute up to the maximum amount of their
eligible compensation prescribed by law. Employee contributions
are 100% vested at all times. The Company intends to contribute
an amount sufficient to provide 100% matching of the first 4% of
eligible compensation contributed to the Plan by those employees
who are employed with the Company at the end of each Plan year.
All Company contributions made after January 1, 2003 are invested
in accordance with each participants investment election,
regardless of age or vested service. Company contributions made
before January 1, 2003, must be invested in common stock of the
Company until the participant reaches age 55 and has 10 years of
service. Company contributions to the Plan were $2,387,370 for
the year ended December 31, 2006, which included non-cash
contributions of Company stock of approximately $171,008.
Effective January 1, 2006, the Plan was amended and restated.
The amendment provides that company matching contributions
allocable for Plan years beginning on or after January 1, 2006
shall be fully vested at all times. Company matching
contributions allocable for plan years beginning before January
1, 2006 vest at 20% per year of credited service with the Company
or upon termination due to death or disability.
The administration of the Plan is the responsibility of the Benefits Administrative
Committee (the Committee) which is appointed by the Finance Committee of the Company
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.
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
$82,955 at December 31, 2006.
Plan assets may be invested in any type of investment that is legally permitted for
employee retirement plans.
Participants direct the investment of their account balance, from both participant and
employer contributions, except certain prior Company contributions noted above, into
various investment options offered by the Plan. The Plan currently offers eight mutual
funds, two fixed income funds and the Sensient Technologies Common Stock Fund as
investment options for participants. Participants may revise their investment allocations
daily.
8
SENSIENT TECHNOLOGIES CORPORATION SAVINGS 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 participants contribution, the Companys
matching 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.
The Plan allows participants to borrow funds from their account through the loan fund, up
to 50% of their vested balance. All hardship withdrawals require approval by the
Committee. Monthly payroll deductions are required to repay the loan over one to five
years, or longer if the loan is used to acquire a principal residence. Loans bear interest
at a rate of 1.5% above the prime rate at the end of the previous quarter. Unless loans
are repaid in full at the time of retirement or termination, the amount of the loan becomes
taxable income to the participant. Interest rates on loans outstanding at December 31,
2006 and 2005 ranged from 6.25% to 9.75%.
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
U.S. generally accepted accounting principles. Assets of the Plan are stated at fair
value.
Benefits are recorded when paid.
Certain 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 SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
Note C Sensient Technologies Corporation Master Defined Contribution Trust:
The Plans investments, except participant loans, are held by the Sensient Technologies
Corporation Master Defined Contribution Trust (the Master Trust), along with the
investments of the Sensient Technologies Corporation Retirement Employee Stock Ownership
Plan (ESOP) and the Sensient Technologies Corporation Transition Plan (which was merged
into the ESOP effective December 31, 2006). 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.
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.
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.
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.
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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$ |
89,128,282 |
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$ |
78,760,673 |
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Plans investment in Master Trust as a percent
of total |
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68.16 |
% |
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69.91 |
% |
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*Party-in-interest
10
SENSIENT TECHNOLOGIES CORPORATION SAVINGS 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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$ |
12,803,157 |
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*Party-in-interest
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 SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
Note D Non-participant Directed Investments:
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 of the Plan held by the Master Trust
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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$ |
15,120,336 |
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$ |
12,352,390 |
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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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$ |
(14,319 |
) |
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Dividends |
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432,966 |
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Net appreciation |
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3,866,534 |
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Withdrawals and distributions |
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(1,508,774 |
) |
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Other |
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(8,461 |
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$ |
2,767,946 |
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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
December 18, 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 and restated. 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 and restated, 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 SAVINGS 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 Fidelity, the custodian of the Plans
investment assets and, therefore, some transactions qualify as party-in-interest
transactions. The Plan pays fees to Fidelity for investment management, recordkeeping,
and other administrative services. Fees paid by the Plan were $70,346 for the year ended
December 31, 2006.
13
SUPPLEMENTAL SCHEDULE
FURNISHED PURSUANT TO
DEPARTMENT OF LABORS RULES AND REGULATIONS
14
SENSIENT TECHNOLOGIES CORPORATION SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i
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SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2006
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Plan 006
EIN 39-0561070 |
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(a) |
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(b) |
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(c) |
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(d) |
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(e) |
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Identity of Issuer, Borrower, |
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Current |
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Lessor or Similar Party |
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Description of Investment |
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Cost |
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Value |
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*
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Sensient
Technologies
Corporation Master
Defined
Contribution Trust
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89,254,333 shares
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$ |
73,557,630 |
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$ |
89,250,596 |
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*
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Participant Loans
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Participant borrowings
against their individual
account balances,
interest rates from
6.25% to 9.75%, and
maturing through 2027
(703 loans outstanding)
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$ |
3,906,145 |
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Total
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$ |
73,557,630 |
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$ |
93,156,741 |
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*Party-in-interest
15
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.
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Sensient Technologies Corporation Savings 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 |
|
16
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description |
|
|
|
Exhibit 23.1
|
|
Consent of Independent Registered Public Accounting Firm |
Exhibit 23.2
|
|
Consent of Independent Registered Public Accounting Firm |
17