Item 1. Business
General
Universal Foods Corporation, which is doing business as Sensient Technologies Corporation (the "Company"), was incorporated in 1882 in Wisconsin. Its principal executive offices are located at 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202-5304, telephone (414) 271-6755.
On November 6, 2000, the Company began doing business under its new name, Sensient Technologies Corporation (NYSE: SXT).
On September 7, 2000, the Company's Board of Directors approved a change of the Company's fiscal year end from September 30 to December 31. The first annual period reported under the new fiscal year is for the twelve months ended December 31, 2000, as set forth herein.
In June 2000, the Company's Board of Directors approved a plan to sell the operations of the Company's Red Star Yeast & Products Division ("Red Star") in order to focus attention on faster growing, more profitable markets. Accordingly, commencing with the quarter ended June 30, 2000, the Company reported results from Red Star as a discontinued operation.
On February 23, 2001, the Company completed the sale of substantially all the assets of Red Star for a total business value of $122 million. As a result of this divestiture, the Company received cash proceeds of approximately $113 million, with $4 million received in the third quarter of 2000 and $109 million in February 2001. The Company also retained assets valued at approximately $9 million pursuant to a U.S. government antitrust order. The cash proceeds will be used to fund future acquisitions, repurchase stock and pay down debt.
Description of Business
Sensient Technologies Corporation is a manufacturer and marketer of high-performance components that add functionality to foods, cosmetics, pharmaceuticals and other products. The Company provides a full range of food and beverage flavors and colors, cosmetic and pharmaceutical additives, ink-jet inks, and ingredients for many of the world's best-known brands. The Company's principal products include:
o Flavors, flavor enhancers and bionutrients, o Fragrances and aroma chemicals, o Dehydrated vegetables and other food ingredients, o Natural and synthetic colors, o Ink-jet inks and high purity organic dyes.
The Company's operations, except for the Asia Pacific Division, are managed on a products and services basis. The Company's two reportable segments are its Flavors & Fragrances Group and its Color Group.
Flavors & Fragrances Group
The Company is a leading manufacturer and supplier of flavors, ingredient systems and aroma chemicals to the dairy, food processing, beverage, personal care and household products industries worldwide. The Company has a broad, distinctive and fully integrated product offering, ranging from savory flavor components to fully formulated flavor systems for dairy, beverage, and processed food applications.
The Flavors & Fragrances Group produces flavor and fragrance products that impart a desired taste, texture, aroma or other functionality to a broad range of consumer and other products. This Group includes the Company's dehydrated vegetable products business, which produces ingredients for food processors.
The Flavors & Fragrances Group operates principally through the Company's subsidiaries, Sensient Flavors Inc. (formerly, Universal Flavor Corporation) and Rogers Foods, Inc. The Group's plants are located in California, Illinois, Indiana, Michigan, Missouri, Wisconsin, Belgium, Canada, France, Germany, Ireland, Italy, Mexico, the Netherlands, Spain and the United Kingdom.
During 1998 the Company integrated its bioproducts business (which was formerly operated as a separate division known as Red Star BioProducts) into its Flavors & Fragrances Group. The bioproducts business serves the food, animal feed processing, and bionutrient industries with a broad line of natural extracts and specialty flavors. The Company produces various specialty extracts from yeast, vegetable proteins, meat, milk protein and other natural products which are used primarily as savory flavor, texture modifiers and enhancers in processed foods. The nutritional and functional properties of these extracts also make them useful in enzyme and pharmaceutical production. The Company believes it is the leading supplier of yeast extracts and the second leading supplier of hydrolyzed vegetable proteins in the U.S. market.
Strategic acquisitions have expanded the Company's flavors and fragrances product lines and processing capabilities. In January 1998, the Company acquired Arancia Ingredients Especiales, S.A. de C.V., a manufacturer of savory flavors and other food ingredients, improving access to the rapidly growing Latin American savory flavor market. In April 1998, the Company acquired an English savory and seasonings flavor manufacturer, DC Flavours Ltd., which further expanded the Company's technology and worldwide market presence and also gives the Company access to the snack food market, the fastest growing segment in Europe's food market. In May 1998, the acquisition of substantially all of the assets and business of the beverage business of German flavor manufacturer Sundi GmbH, with its emphasis on all-natural flavor ingredients, provided the Company with a point of entry into Germany, Europe's largest flavor market.
During the quarter ended June 30, 2000, the Company integrated its former Dehydrated Products Division into its Flavors & Fragrances Group. The Company believes it is the second largest producer of dehydrated onion and garlic products in the United States. The Company is also one of the largest producers and distributors of chili powder, paprika, chili pepper and dehydrated vegetables such as parsley, celery and spinach. Domestically, the Company sells dehydrated products to food manufacturers for use as ingredients and also for repackaging under private labels for sale to the retail market and to the food service industry.
The Company believes it is one of the leading dehydrators of specialty vegetables in Europe, operating through its Sensient Specialty Vegetables business. Advanced dehydration technologies utilized by Sensient Specialty Vegetables permit faster and more effective rehydration of ingredients used in many of today's popular convenience foods.
Color Group
Although statistics are not available, the Company believes that it is one of the world's largest producers of synthetic and natural colors. The Company also believes that it is the world's leading manufacturer of certified food colors. The Company makes synthetic and natural colors for domestic and international producers of beverages, bakery products, processed foods, confections, pet foods, cosmetics and pharmaceuticals. It also makes ink-jet inks and other high purity organic dyes.
The Company believes that its advanced process technology, state-of-the-art laboratory facilities and equipment, and a complete range of synthetic and natural color products constitute the basis for its market leadership position. Strategic acquisitions continue to enhance product and process technology synergies, as well as increasing its international presence.
The Color Group operates principally through the Company's subsidiary, Warner-Jenkinson Company, Inc., which has its principal manufacturing facilities in Missouri. Other Color Group facilities are located in New Jersey, Canada, Mexico, France, Italy, the United Kingdom, Germany, and the Netherlands.
Effective January 1, 2000, the Company expanded its European color business by acquiring Dr. Marcus GmbH, a leading manufacturer of natural colors located near Hamburg, Germany. On January 27, 2000, the Company acquired 100% of the ownership of Monarch Food Colors, a manufacturer of colors for the food, pharmaceutical and cosmetic industries located in High Ridge, Missouri. The Company had previously held a 24% ownership interest in Monarch Food Colors as a result of its April 1999 acquisition of Pointing Holdings Limited.
In February 1999, the Company expanded its cosmetics business through the purchase of Les Colorants Wackherr, a Paris-based producer of colors for major cosmetics houses throughout Europe, Asia and North America. Also in February 1999, the Company further developed its natural colors offerings by acquiring certain assets of Quimica Universal, a Peruvian producer of carminic acid and annatto, natural colors used in food and other applications. The Company acquired Pointing Holdings Limited, a
manufacturer of food colors located in the United Kingdom, in April 1999. The Pointing international color business significantly strengthened the Company's worldwide color capabilities. In August 1999, the Company acquired certain assets of Nino Fornaciari fu Riccardo SNC, an Italian producer of natural colors for the food and beverage industries.
In September 1998, the Company acquired Italian natural color producer Reggiana Antociani S.R.L., a company which specializes in the production of anthocyanin, which is extracted from grape skins and black carrots for use in fruit juices, flavored teas, wine coolers and fruit fillings, strengthening the Company's offerings in natural colors, the fastest growing segment of the worldwide food colors market.
The Company became a supplier of ink-jet inks for the ink-jet printer market with the acquisition of Tricon Colors in 1997. Also in 1997, the Company strengthened its presence in Latin America by acquiring certain assets of the food color business of Pyosa, S.A. de C.V., which is located in Monterrey, Mexico.
Asia Pacific Division
The Asia Pacific Division focuses on marketing the Company's diverse product line in the Pacific Rim under one name. Through its Sensient Asia Pacific Division, the Company offers a full range of products from its Flavors & Fragrances Group and Color Group, as well as products developed by regional technical teams to appeal to local preferences. Sales, marketing and technical functions are managed through the Asia Pacific Division's headquarters in Singapore. Manufacturing operations are located in Australia, China, New Zealand, and the Philippines.
Research and Development/Quality Assurance
The development of specialized products and services is a complex, technical process calling upon the combined knowledge and talents of the Company's research, development and quality assurance personnel. The Company believes that its competitive advantage lies in its ability to work with its customers to develop and deliver high-performance products that address the distinct needs of those customers.
The Company's research, development and quality assurance personnel make significant contributions toward improving existing products and developing new products tailored to customer needs, while providing on-going technical support and know-how to the Company's manufacturing activities. The Company employs approximately 220 people in research and development and quality assurance.
Expenditures for research and development in 2000 were $18,294,000 compared with $18,245,000 million in the calendar year ended December 31, 1999, and $17,055,000 in the calendar year ended December 31, 1998.
As part of its commitment to quality as a competitive advantage, the Company has undertaken efforts to achieve certification to the requirements established by the International Organization for Standardization in Geneva, Switzerland, through its ISO 9000 series of quality standards. Sites currently
certified include Sensient Flavors & Fragrances Group plants in the United States, Spain, Italy, Mexico, Belgium, Germany, the United Kingdom, Canada, France and the Netherlands; Sensient Color Group plants in the United States, the Netherlands, Mexico and United Kingdom; and Asia Pacific facilities in the Philippines.
Products and Application Activities
With the Company's strategic focus on high-performance components that bring life to products, the Company focuses on application activities and processing improvements in support of its customers' numerous new and reformulated products. The Company maintains many of its proprietary processes and formulae as trade secrets and under secrecy agreements with customers.
Lower calorie ingredients and sweeteners for dairy, food and beverage applications are a focus of development activity for the Flavors & Fragrances Group. Formulations for functional and textured beverages and flavors for snack and main meal items offer opportunities as well. Development of savory flavors accelerated with the integration of the Company's BioProducts Division in 1998 and the Dehydrated Products Division in 2000. The development of yeast derivatives and other specialty ingredients also provides growth opportunities in bionutrients and biotechnology markets, such as pharmaceuticals, vitamins, vaccines and bioremediation.
The natural food color market is a primary target for the Color Group. The acquisitions of Reggiana, Forniciari and Dr. Marcus (as discussed above) have provided new technologies in the extraction and purification of natural colors and have enabled rapid growth in the beverage, dairy and snack food segments. Recent expansion of the Color Group's purification technology will also open further opportunities in the ink-jet market.
Raw Materials
In producing its products, the Company uses a wide range of raw materials. Chemicals used to produce certified colors are obtained from several domestic and foreign suppliers. Raw materials for natural colors, such as carmine, beta-carotene, annatto and turmeric, are purchased from overseas and U.S. sources. In the production of flavors and fragrances, the principal raw materials include essential oils, aroma chemicals, botanicals, fruits and juices, and are primarily obtained from local vendors. Flavor enhancers and secondary flavors are produced from yeast, and vegetable materials such as corn and soybean. Chili peppers, onion, garlic and other vegetables are acquired under annual contracts with numerous growers in the western United States and Europe.
The Company believes that alternate sources of materials are available to enable it to maintain its competitive position in the event of an interruption in the supply of raw materials from a single supplier.
Competition
All Company products are sold in highly competitive markets. While no single factor is determinative, the Company's competitive position is based principally on process and applications expertise, quality, technological advances resulting from its research and development, and customer service and support. Because of its highly differentiated products, the Company competes with only a few companies across multiple ingredient lines, and is more likely to encounter competition specific to an individual product.
o Flavors and Fragrances. Competition to supply the flavors and fragrances industries has taken on an increasingly global nature. Most of the Company's customers do not buy their entire flavor and/or fragrance products from a single supplier. As a result, the Company does not compete with a single company in all product categories. Competition for the supply of flavors and fragrances is based on the development of customized ingredients for new and reformulated customer products, as well as on quality, customer service and price. Competition to supply dehydrated vegetable products is present through several large and small domestic competitors, as well competitors in other countries. Competition for the supply of dehydrated vegetables is based principally on product quality, customer service and price.
o Color. Competition in the color market is diverse, with the majority of the Company's competitors specializing in either synthetic dyes or natural colors. The Company believes that it gains a competitive advantage as the only major basic manufacturer of a full range of color products, including synthetic dyes and pigments as well as natural colors. Competition in the supply of ink-jet inks is based principally upon price, quality and service, as well as product development and technical capabilities. The Company competes against two main domestic competitors in supplying ink- jet inks and believes it gains an advantage as a low cost, high quality supplier.
o Asia Pacific. Because of the broad array of products available to customers of the Asia Pacific Division, the Company is able to offer a wider product base than many of its competitors. Competition is based upon reliability in product quality, service and price as well as technical support available to customers.
Foreign Operations
The information appearing under the heading "Geographic Information" in Note 11 to the Consolidated Financial Statements of the Company, which appears on pages 40 and 41 of the Company's 2000 Annual Report, is incorporated herein by reference.
Patents, Formulae and Trademarks
The Company owns or controls many patents, formulae and trademarks related to its businesses. The businesses are not materially dependent upon patent or trademark protection; however, trademarks, patents and formulae are important for the continued consistent growth of the Company.
Employees
As of December 31, 2000, the Company employed 3,722 persons worldwide including 349 employees with discontinued operations.
Regulation
Compliance with government provisions regulating the discharge of material into the environment, or otherwise relating to the protection of the environment, did not have a material adverse effect on the Company's operations for the year covered by this report. Compliance is not expected to have a material adverse effect in the succeeding two years as well. As is true with the food industry in general, the production, packaging, labeling and distribution of certain of the products of the Company are subject to the regulations of various federal, state and local governmental agencies, in particular the U.S. Food & Drug Administration.
Item 2.
Item 2. Properties
The locations and the nature of the primary production operations of the Company's principal facilities are as follows:
Flavors & Fragrances Group:
United States Amboy, IL: Ingredients and flavors Fenton, MO: Flavors Greenfield, CA: Dehydrated products Harbor Beach, MI: Flavors and flavor enhancers Indianapolis, IN: Flavors Juneau, WI: Flavor enhancers and extracts Livingston, CA: Dehydrated products Turlock, CA: Dehydrated products
Belgium Brussels: Natural health ingredients Heverlee: Ingredients and flavors
Canada Cornwall, Ontario: Flavor enhancers and extracts Delta, B.C: Ingredients and flavors Rexdale, Ontario: Ingredients and flavors Tara, Ontario: Flavors and flavor enhancers
France Marchais: Dehydrated products Strasbourg: Flavor enhancers and extracts
Germany Bremen: Flavors and juice/flavor systems
Great Britain Bletchley: Flavors and extracts Felinfach (Wales): Flavors and flavor enhancers
Ireland Middleton: Dehydrated products
Italy Milan: Flavors
Mexico Celaya: Flavor enhancers and savory flavors Mexico City/Vallejo: Fragrances Tlalnepantla: Ingredients and flavors
Netherlands Elboorg: Dehydrated products
Spain Granada: Fragrances, aroma chemicals and extracts
Color Group:
United States Elmwood Park, NJ (two plants): Colors/dyes and ink-jet products High Ridge, MO: Natural and synthetic colors South Plainfield, NJ (two plants): Cosmetic/pharmaceutical colors St. Louis, MO: Natural and synthetic colors
Canada Kingston, Ontario: Synthetic and natural colors
France Saint Ouen L'Aumone: Cosmetic colors
Germany Geesthacht (Hamburg): Natural colors
Great Britain King's Lynn: Natural and synthetic colors and dyes Prudhoe: Synthetic colors
Italy Reggio Emilia (Parma) (two plants): Natural colors
Mexico Lerma: Synthetic and natural colors
Netherlands Amersfoort: Synthetic colors
Asia Pacific:
Australia Keysborough, Victoria: Colors and flavors
China Guangzhou (leased facility): Colors and flavors
New Zealand Mt. Wellington: Flavors
Philippines Pasig City (Manila) (leased facility): Colors and flavors
Except as noted above, all properties are owned and none is held subject to any material encumbrance.
Item 3.
Item 3. Legal Proceedings
The Company is a party to various legal proceedings related to its business. The Company believes that adverse decisions in these proceedings would not, individually or in the aggregate, subject the Company to damages of a material amount.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the last quarter of 2000.
Executive Officers of the Registrant
The executive officers of the Company and their ages as of March 1, 2001, are as follows:
Name Age Position ---- --- -------- Kenneth P. Manning 59 Chairman, President and Chief Executive Officer Richard Carney 50 Vice President - Human Resources Steven O. Cordier 45 Vice President - Administration Michael duBois 54 President - Flavors & Fragrances Group John L. Hammond 54 Vice President, Secretary and General Counsel Richard F. Hobbs 53 Vice President and Chief Financial Officer Jack H. Koberstine 44 Vice President, Marketing John R. Mudd 45 President - Color Group Ralph G. Pickles 54 President - Asia Pacific Stephen J. Rolfs 36 Vice President - Treasurer Jorge E. Slater 53 President - Dehydrated Products Dr. Ho-Seung Yang 53 Vice President - Technologies
The Company has employed all of the individuals named above for at least the past five years, except Messrs. duBois, Hammond, Koberstine, Mudd, Rolfs, Slater, and Yang.
Mr. duBois joined the Company in May 1998 as President of the Flavor Division. From 1994 until joining the Company, Mr. duBois was employed by Bush Boake Allen, Inc., a food flavor and fragrance company, as Vice President Sales and Marketing, Flavors North America, and as Vice President/General Manager, Seasonings Division. From 1991 to 1994, he served as Vice President - Sales and Marketing, Flavor and Fruit Division for Sanofi Bio-Industries, a flavor company. Prior to joining Sanofi, Mr. duBois held several positions with Firmenich, Incorporated, a fragrance and flavor company.
Mr. Hammond joined the Company in January 1998, as Vice President, Secretary and General Counsel. From 1992 to 1997, Mr. Hammond was employed by The Providence Journal Company, a newspaper, cable and broadcast television company, initially as Vice President - Legal, and subsequently as Vice President, General Counsel and Chief Administrative Officer. From 1989 to 1992, Mr. Hammond was Vice President, General Counsel and Secretary of Landstar System, Inc., a trucking company. Prior to that,
Mr. Hammond was employed by The Singer Company for ten years and was Deputy General Counsel at the time of his departure.
Mr. Koberstine joined the Company in 1998 as Vice President/General Manager of the Dairy and Food Ingredients business of the Company's Flavor Division. In April 2000, Mr. Koberstine became President of the Company's Red Star Yeast & Products Division, and in February 2001, he became Vice President, Marketing. Prior to joining the Company, Mr. Koberstine was employed by Hercules, Inc. for 15 years, with his final assignment as Director of Sales and Marketing, North America, for that company's food ingredients business.
Mr. Mudd re-joined the Company in January 2000 and became President of the Company's Color Division in February 2000. Mr. Mudd served as President of Monarch Food Colors from May 1993 until the Company acquired that business in January 2000. Prior to his service with Monarch Food Colors, the Company had employed Mr. Mudd for approximately 12 years.
Mr. Rolfs joined the Company as Manager - Corporate Development in 1997 and was appointed Vice President and Treasurer in July 2000. Prior to that appointment, he served as the Company's Vice President-Development since 1998. Prior to joining the Company, Mr. Rolfs was employed by Brown-Forman Corporation, a beverage and consumer products company, from 1993 to 1997, initially as a Financial Analyst and then as Assistant Vice President. Prior to that, Mr. Rolfs worked for the public accounting firm of Ernst & Young from 1986 to 1991.
Mr. Slater was appointed President - Dehydrated Products Division in 2000. Mr. Slater was first employed by the Company in August of 1996 and served as Vice President and Managing Director of the Asia Pacific Division prior to being elected its President in April 1998. From 1994 to 1996, Mr. Slater worked at McCormick & Company, Inc., a spice and seasonings company, as Vice President and Managing Director Asia Pacific. Prior to joining McCormick & Company, Inc., Mr. Slater worked for Dole Packaged Foods Company and, prior to that, for International Flavors and Fragrances, Inc.
Dr. Yang was elected Vice President - Technologies in January 1998. From 1990 to 1998, Dr. Yang was employed by SK Chemicals in Seoul, Korea, where he held the positions of managing director of corporate planning and development, managing director, group chairman's office and director, life science and development.
PART II
Item 5.
Item 5. Market For The Registrant's Common Stock and Related Stockholder Matters
The only market in which the common stock of the Company is traded is the New York Stock Exchange. The range of the high and low sales prices as quoted in the New York Stock Exchange - Composite Transaction tape for the common stock of the Company and the amount of dividends declared for fiscal 2000 appearing under "Common Stock Prices and Dividends" on page 46 of the 2000 Annual Report to Shareholders are incorporated by reference. In fiscal 2000, common stock dividends were paid on a quarterly basis, and it is expected that quarterly dividends will continue to be paid in the future.
On February 10, 2000, the Board of Directors established a share repurchase program that authorizes the Company to repurchase up to five million shares of the Company's common stock. As of March 9, 2001, 3,046,300 shares had been repurchased under this program. This program replaced a share repurchase program authorized in 1994 under which the Company had repurchased the entire five million shares authorized for repurchase.
On June 25, 1998, the Board of Directors of the Company adopted a preferred stock shareholder rights plan which is described in Note 6 of Notes to Consolidated Financial Statements - "Shareholders' Equity" on pages 36 and 37 of the 2000 Annual Report to Shareholders and which is incorporated by reference.
The number of shareholders of record on March 9, 2001 was 4,782.
Item 6.
Item 6. Selected Financial Data
The selected financial data required by this item is incorporated by reference from the "Five Year Review" and the notes thereto on pages 44 and 45 of the 2000 Annual Report to Shareholders.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The information required by this item is set forth under "Management's Analysis of Operations and Financial Condition" on pages 22 through 27 of the 2000 Annual Report to Shareholders and is incorporated by reference.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required by this item is set forth under "Market Risk Factors" on pages 25 and 26 of the 2000 Annual Report to Shareholders and is incorporated by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data
The financial statements and supplementary data required by this item are set forth on pages 28 through 43 of the 2000 Annual Report to Shareholders and are incorporated by reference.
Item 9.
Item 9. Disagreements on Accounting and Financial Disclosure
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Information regarding directors and officers appearing under "Election of Directors" (ending at "Committees of the Board of Directors") and "Section 16(a) Beneficial Ownership Reporting Compliance" on pages two through five and page 17, respectively, of the Proxy Statement for Annual Meeting of Shareholders of the Company dated March 28, 2001 ("Proxy Statement"), is incorporated by reference. Additional information regarding executive officers appears at the end of Part I above.
Item 11.
Item 11. Executive Compensation
Information relating to compensation of directors and officers is incorporated by reference from "Director Compensation and Benefits" on page seven of the Proxy Statement, "Compensation and Development Committee Report" on pages 11 and 12 of the Proxy Statement, and "Executive Compensation" on pages 13 through 15 of the Proxy Statement.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The discussion of securities ownership of certain beneficial owners and management appearing under "Principal Shareholders" on pages nine and 10 of the Proxy Statement is incorporated by reference.
Item 13.
Item 13. Certain Relationships and Related Transactions
There are no family relationships between any of the directors, nominees for director and officers of the Company nor any arrangement or understanding between any director or officer or any other person pursuant to which any of the nominees has been nominated. No director, nominee for director or officer had any material interest, direct or indirect, in any business transaction of the Company or any subsidiary during the period January 1, 2000, through December 31, 2000, or in any such proposed transaction. In the ordinary course of business, the Company engages in business transactions with companies whose officers or directors are also directors of the Company. These transactions are routine in nature and are conducted on an arm's-length basis. The terms of any such transactions are comparable at all times to those obtainable in business transactions with unrelated persons.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed:
1. and 2: Financial Statements and Financial Statement Schedules. See below for "List of Financial Statements and Financial Statement Schedules."
3. Exhibits: The Exhibit Index following this report is incorporated by reference herein. No instruments defining the rights of holders of long-term debt of the Company and its consolidated subsidiaries are filed herewith because, with the exception of Exhibit 4.2, no long-term debt instrument authorizes securities exceeding 10% of the total consolidated assets of the Company. The Company agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended December 31, 2000.
List of Financial Statements and Financial Statement Schedules
Page Reference in 1. Financial Statements 2000 Annual Report To Shareholders ---------------
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, 2000:
Independent Auditors' Report 43
Consolidated Balance Sheets-December 31, 2000 and 1999 29
Consolidated Statements of Earnings - Years ended December 31, 2000, 1999 and 1998 28
Consolidated Statements of Shareholders' Equity - Years ended December 31, 2000, 1999 and 1998 30-31
Consolidated Statements of Cash Flows - Years ended December 31, 2000, 1999 and 1998 32
Notes to Consolidated Financial Statements 33-42
Page Reference in 2. Financial Statement Schedules Form 10-K Form 10-K ---------
Independent Auditors' Report 17
Schedule II - Valuation and Qualifying Accounts and Reserves 18
All other schedules are omitted because they are inapplicable, not required by the instructions or the information is included in the consolidated financial statements or notes thereto.
Independent Auditors' Report
To the Shareholders and Board of Directors of Sensient Technologies Corporation:
We have audited the consolidated financial statements of Universal Foods Corporation d/b/a Sensient Technologies Corporation and subsidiaries (the "Company") as of December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000, and have issued our report thereon dated February 23, 2001, which report includes an explanatory paragraph as to the change in accounting of amortizing unrecognized net gains and losses related to the Company's obligation for post-retirement benefits. Such consolidated financial statements and report are included in your 2000 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the consolidated financial statement schedule of Sensient Technologies Corporation, listed in Item 14. This consolidated financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
/s/ Deloitte & Touche LLP Milwaukee, Wisconsin February 23, 2001
SCHEDULE II
SENSIENT TECHNOLOGIES CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(IN THOUSANDS)
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(A) Accounts written off, less recoveries and reclassification of net assets held for sale in 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
UNIVERSAL FOODS CORPORATION d/b/a SENSIENT TECHNOLOGIES CORPORATION
By: /s/ John L. Hammond --------------------------- John L. Hammond Vice President, Secretary & General Counsel
Dated: March 28, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of March 28, 2001, by the following persons on behalf of the Registrant and in the capacities indicated.
/s/ Kenneth P. Manning /s/ James A.D. Croft - ------------------------------ ------------------------------ Kenneth P. Manning James A.D. Croft Chairman of the Board, Director President and Chief Executive Officer
/s/ Richard F. Hobbs /s/ Alberto Fernandez - ------------------------------ ------------------------------ Richard F. Hobbs Alberto Fernandez Vice President and Chief Director Financial Officer
/s/ Richard A. Abdoo /s/ James L. Forbes - ------------------------------ ------------------------------ Richard A. Abdoo James L. Forbes Director Director
/s/ Michael E. Batten /s/ Dr. Carol I. Waslien Ghazaii - ------------------------------ --------------------------------- Michael E. Batten Dr. Carol I. Waslien Ghazaii Director Director
/s/ John F. Bergstrom /s/ William V. Hickey - ------------------------------ ------------------------------ John F. Bergstrom William V. Hickey Director Director
/s/ Dr. Fergus M. Clydesdale /s/ Essie Whitelaw - ------------------------------ ------------------------------ Dr. Fergus M. Clydesdale Essie Whitelaw Director Director
S-1
UNIVERSAL FOODS CORPORATION D/B/A SENSIENT TECHNOLOGIES CORPORATION EXHIBIT INDEX 2000 ANNUAL REPORT ON FORM 10-K
UNIVERSAL FOODS CORPORATION D/B/A SENSIENT TECHNOLOGIES CORPORATION EXHIBIT INDEX 2000 ANNUAL REPORT ON FORM 10-K
UNIVERSAL FOODS CORPORATION D/B/A SENSIENT TECHNOLOGIES CORPORATION EXHIBIT INDEX 2000 ANNUAL REPORT ON FORM 10-K
UNIVERSAL FOODS CORPORATION D/B/A SENSIENT TECHNOLOGIES CORPORATION EXHIBIT INDEX 2000 ANNUAL REPORT ON FORM 10-K
UNIVERSAL FOODS CORPORATION D/B/A SENSIENT TECHNOLOGIES CORPORATION EXHIBIT INDEX 2000 ANNUAL REPORT ON FORM 10-K