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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-K

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended December 31, 2003

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 1-7626

 

Sensient Technologies Corporation

 

WISCONSIN   39-0561070
(State of Incorporation)   (IRS Employer Identification Number)

 

777 EAST WISCONSIN AVENUE

MILWAUKEE, WISCONSIN 53202-5304

(414) 271-6755

(Address of Principal Executive Offices)

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

TITLE OF EACH CLASS


 

NAME OF EACH EXCHANGE

ON WHICH REGISTERED


Common Stock, $0.10 par value   New York Stock Exchange, Inc.

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨

 

The aggregate market value of the voting Common Stock held by non-affiliates of the Registrant as of June 30, 2003 was $1,079,695,923. For purposes of this computation only, the Registrant’s directors and executive officers were considered to be affiliates of the Registrant. Such characterization shall not be construed to be an admission or determination for any other purpose that such persons are affiliates of the Registrant.

 

There were 47,742,027 shares of Common Stock outstanding as of March 1, 2004.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of: (1) the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2003 (see Parts I, II and IV of this Form 10-K), and (2) the Company’s Notice of Annual Meeting and Proxy Statement of the Company dated March 15, 2004 (see Part III of this Form 10-K).

 



SENSIENT TECHNOLOGIES CORPORATION—FORM 10-K FOR YEAR ENDED DECEMBER 31, 2003 INDEX

 

PART I

   3

Item 1. Business

   3

General

   3

Description of Business

   3

Flavors & Fragrances Group

   4

Color Group

   5

Asia Pacific Group

   6

Research and Development/Quality Assurance

   6

Products and Application Activities

   7

Raw Materials

   7

Competition

   7

Foreign Operations

   8

Patents, Formulae and Trademarks

   8

Employees

   8

Regulation

   8

Item 2. Properties

   9

Item 3. Legal Proceedings

   12

Item 4. Submission of Matters to a Vote of Security Holders

   12

Executive Officers of the Registrant

   13

PART II

   13

Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters

   13

Item 6. Selected Financial Data

   14

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   14

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

   14

Item 8. Financial Statements and Supplementary Data

   14

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

   14

Item 9A. Controls and Procedures

   14

PART III

   15

Item 10. Directors and Executive Officers of the Registrant

   15

Item 11. Executive Compensation

   15

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

   15

Item 13. Certain Relationships and Related Transactions

   15

Item 14. Principal Accountant Fees and Services

   15

PART IV

   16

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

   16

Financial Statements

   16

Financial Statement Schedules

   16

Independent Auditors’ Report

   17

Schedule II

   17

SIGNATURES

   18

EXHIBIT INDEX

   E-1

 

FORWARD-LOOKING STATEMENTS

 

This document contains forward-looking statements that reflect management’s current assumptions and estimates of future economic circumstances, industry conditions, Company performance and financial results. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that could cause actual events to differ materially from those expressed in those statements. A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results. These factors and assumptions include the pace and nature of new product introductions by the Company’s customers; results of newly acquired businesses; the Company’s ability to successfully implement its growth strategies; the outcome of the Company’s various productivity-improvement and cost-reduction efforts; changes in costs of raw materials, including energy; industry and economic factors related to the Company’s domestic and international business; growth in markets for products in which the Company competes; industry acceptance of price increases; currency exchange rate fluctuations; and the matters discussed below under Part II, including the critical accounting policies described therein. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

 

2


PART I

 

Item 1. Business

 

General

 

Sensient Technologies Corporation (the “Company”) was incorporated in 1882 in Wisconsin. Its principal executive offices are located at 777 East Wisconsin Avenue, Suite 1100, Milwaukee, Wisconsin 53202-5304, telephone (414) 271-6755.

 

The Company is subject to the informational and reporting requirements of the Securities Exchange Act of 1934, as amended (the “Act”), and, in accordance with the Act, has filed annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). These reports and other information may be read and copied at the public reference facilities of the Commission at its principal offices at 450 Fifth Street, N.W., Washington, D.C. 20549, and can also be accessed from the web site maintained by the Commission at http://www.sec.gov. The public may obtain information on operations of the public reference room by calling the Commission at (800) SEC-0330.

 

The Company’s common stock is listed on the New York Stock Exchange under the ticker symbol “SXT.” Information about the Company may be obtained at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

 

The Company can also be reached at its web site at www.sensient-tech.com. The Company’s web address is provided as an inactive textual reference only, and the contents of this web site are not incorporated in or otherwise to be regarded as part of this annual report. The Company makes available free of charge on its web site its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Act as soon as reasonably practicable after such documents are electronically filed with or furnished to the Commission. Charters for the Audit, Compensation and Development, and Nominating and Corporate Governance Committees of the Company’s board of directors, as well as the Company’s Code of Conduct, Standards of Conduct for International Employees, Code of Ethics for Senior Financial Officers, and Corporate Governance Guidelines are also available on the Company’s website, and are available in print to any shareholder upon request.

 

Description of Business

 

Sensient Technologies Corporation is a global manufacturer and marketer of colors, flavors and fragrances. Sensient employs advanced technologies at facilities around the world to develop specialty chemicals for inkjet inks, display imaging systems and other applications. The Company’s customers include major international manufacturers representing some of the world’s best-known brands. The Company aims to continue to deliver strong results by developing high-performance products, accessing new markets and enhancing operations.

 

The Company’s principal products include:

 

  flavors, flavor enhancers and bionutrients;

 

  fragrances and aroma chemicals;

 

  dehydrated vegetables and other food ingredients;

 

  natural and synthetic food colors;

 

  cosmetic and pharmaceutical additives;

 

  inkjet inks, technical colors, and specialty dyes and pigments; and

 

  chemicals for laser printing and flat screen displays.

 

3


In August of 2003, the Company acquired Formulabs Iberica S.A., a manufacturer and marketer of specialty inks, primarily for inkjet applications, for $13.0 million in cash. In March of 2003, the Company acquired certain assets of Kyowa Koryo Kagaku Kabushiki Kaisha, a former Japanese flavor producer, for $4.1 million, net of cash acquired. The Company has not completed the purchase price allocations related to these acquisitions.

 

On April 24, 2003, the Company announced an increase in its annual cash dividend on its common stock from 56 cents per share to 60 cents per share, commencing with the dividend paid on June 2, 2003.

 

The Company’s operations, except for the Asia Pacific Group, are managed on a products and services basis. The Company’s two reportable segments are the Flavors & Fragrances Group and the Color Group. Financial information regarding the Company’s two reportable segments is incorporated by reference to the information set forth on pages 36 through 38 of the Company’s 2003 Annual Report to Shareholders under the heading “Segment and Geographic Information.”

 

Flavors & Fragrances Group

 

The Company is a global developer, manufacturer and supplier of flavor and fragrance systems for the food, beverage, pharmaceutical, personal care and household products industries. The Company’s flavor formulations are used in many of the world’s best-known consumer products.

 

The Flavors & Fragrances Group produces flavor and fragrance products that impart a desired taste, texture, aroma and/or other characteristic to a broad range of consumer and other products. This Group includes the Company’s dehydrated flavors business, which produces ingredients for food processors.

 

The Flavors & Fragrances Group operates principally through the Company’s subsidiaries, Sensient Flavors Inc. and Sensient Dehydrated Flavors Company. The Group’s principal manufacturing plants are located in California, Illinois, Indiana, Michigan, Wisconsin, Belgium, Canada, France, Germany, Italy, Mexico, the Netherlands, Spain and the United Kingdom.

 

Strategic acquisitions have expanded the Company’s flavors and fragrances product lines and processing capabilities. In March 2002, the Company acquired the flavors and essential oil operations of C. Melchers GmbH & Company, a supplier of flavors for coffees and teas, as well as essential oils, aroma chemicals and other formulations for flavor, cosmetic and fragrance applications. In May 1998, the acquisition of substantially all of the assets 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. In April 1998, the Company acquired DC Flavours Ltd., which further expanded the Company’s savory and flavor technology and worldwide market presence. In January 1998, the Company acquired Arancia Ingredientes 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.

 

During 1998, the Company integrated its bioproducts business (which was formerly operated as a separate division) 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 flavors, texture modifiers and enhancers in processed foods. The nutritional and functional properties of these extracts also make them useful in enzyme and pharmaceutical production.

 

During 2000, the Company integrated its former Dehydrated Products Division into the Flavors & Fragrances Group. Operating through its Sensient Dehydrated Flavors business, 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. In addition, Sensient Dehydrated Flavors is one of the leading dehydrators of specialty vegetables in

 

4


Europe. Advanced dehydration technologies utilized by Sensient Dehydrated Flavors permit faster and more effective rehydration of ingredients used in many of today’s popular convenience foods.

 

Color Group

 

The Company is a developer, manufacturer and supplier of colors for businesses worldwide. The Company provides natural and synthetic color systems for use in pharmaceuticals, foods and beverages; colors and other ingredients for cosmetics and pharmaceuticals; and technical colors for industrial applications and digital imaging.

 

The Company believes that it is one of the world’s largest producers of synthetic and natural colors, and that it is the world’s leading manufacturer of certified food colors. The Company sells its synthetic and natural colors to domestic and international producers of beverages, bakery products, processed foods, confections, pet foods, cosmetics and pharmaceuticals. The Company also makes inkjet inks and other high purity organic dyes used in a wide variety of non-food applications.

 

The Color Group operates principally through the Company’s subsidiary Sensient Colors Inc., which has its principal manufacturing plants in Missouri, California, New Jersey, Ohio, Canada, Mexico, France, Germany, Hungary, Italy, Spain, Switzerland and the United Kingdom.

 

The Color Group operates under the following trade names:

 

  Sensient Food Colors (food and beverage colors);

 

  Sensient Pharmaceutical Technologies (pharmaceutical colors and coatings);

 

  Sensient Imaging Technologies (inkjet inks and specialty dyes and chemicals used for display imaging and specialized printing applications);

 

  Sensient Paper Colors (paper dyes and colorants);

 

  Sensient Industrial Colors (technical colors used for various industrial applications, such as plastics, leather, wood stains and antifreeze); and

 

  Sensient Cosmetic Technologies (cosmetic colors and ingredients, a business which is currently known as LCW).

 

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 the Color Group’s international presence. As noted above, in August of 2003, the Company acquired Formulabs Iberica S.A., a manufacturer and marketer of specialty inks, primarily for inkjet applications, for $13.0 million. The Company has not completed the purchase price allocation related to this acquisition. In September 2002, the Company acquired the business of Cardre Inc., which expanded the Company’s technology and product offerings in cosmetic color systems. The acquisitions of ECS Specialty Inks and Dyes in March 2002 and SynTec GmbH in January 2002 have provided a strategic base for the Company’s growing technical colors business in Europe. Based on the financial performance of certain of these businesses since their acquisition, the Company paid $2.2 million in 2003 and may be required to pay up to 1.8 million euros (approximately $2.3 million) of additional cash consideration in 2004.

 

In December 2001, the Company acquired the industrial dye business of Crompton Colors Incorporated, and in so doing expanded its industrial and paper colors businesses. In November 2001, the Company acquired Kimberly-Clark Printing Technology (also known as Formulabs), a manufacturer of specialty inks for inkjet inks and industrial applications.

 

In January 2000, the Company expanded its European color business by acquiring Dr. Marcus GmbH, a leading manufacturer of natural colors located near Hamburg, Germany. Also during that month, the Company

 

5


completed the acquisition of Monarch Food Colors, a manufacturer of colors for the food, pharmaceutical and cosmetic industries located in High Ridge, Missouri.

 

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. This acquisition, together with the purchase of Italian natural color producer Reggiana Antociani S.R.L. in September 1998, strengthened the Company’s offerings in natural colors.

 

In April 1999, the Company acquired Pointing Holdings Limited, a manufacturer of food colors located in the United Kingdom. The Pointing international color business significantly strengthened the Company’s worldwide color capabilities. In February 1999, the Company grew its cosmetics business through the purchase of Les Colorants Wackherr, a Paris, France-based producer of colors for major cosmetics houses throughout Europe, Asia and North America. Also during that month, 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 became a supplier of inkjet inks for the inkjet 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., located in Monterrey, Mexico.

 

Asia Pacific Group

 

The Asia Pacific Group focuses on marketing the Company’s diverse product line in the Pacific Rim under one name. Through its Asia Pacific Group, 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 Group’s headquarters in Singapore. Manufacturing operations are located in Australia, China, Japan, New Zealand and the Philippines.

 

As noted above, in March of 2003, the Company acquired certain assets of Kyowa Koryo Kagaku Kabushiki Kaisha, a former Japanese flavor producer, for $4.1 million, net of cash acquired. The Company has not completed the purchase price allocation related to this acquisition. Also in 2003, the Company opened a sales office in Seoul, South Korea, and an office for research and development, as well as sales, in Jakarta, Indonesia. In 2001, the Asia Pacific Group incorporated Sensient India Private Limited and opened a new sales office in Mumbai, India. Additional sales offices are located in Australia, China, Hong Kong, Japan and Thailand.

 

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. As of December 31, 2003, the Company employed approximately 440 people in research, development and quality assurance.

 

Expenditures for research and development related to continuing operations in calendar year 2003 were $22.9 million, compared with $21.2 million in the year ended December 31, 2002 and $16.7 million in the year ended December 31, 2001. As part of its commitment to quality as a competitive advantage, the Company has undertaken efforts to achieve certification under the requirements established by the International Organization for Standardization in Geneva, Switzerland, through its ISO 9000 series of quality standards. Sites currently certified include Flavors & Fragrances Group plants in the United States, Spain, Italy, Mexico, Belgium, Germany, the United Kingdom, Canada, the Netherlands and France, and Color Group plants in the United States, Mexico and the United Kingdom.

 

6


Products and Application Activities

 

The Company’s strategic focus is on the manufacture and marketing of high-performance components that bring life to products. Accordingly, the Company devotes considerable attention and resources to the development of product applications and processing improvements to support its customers’ numerous new and reformulated products. Many of the proprietary processes and formulae developed by the Company are maintained as trade secrets and under confidentiality agreements with customers.

 

Lower calorie ingredients and sweeteners for dairy, food and beverage applications are subjects 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 an important target for the Color Group. The acquisitions of Reggiana, Forniciari and Dr. Marcus (as previously discussed) 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 inkjet ink market.

 

The Color Group also manufactures technical colors for industrial applications, specialty chemicals for digital imaging, and photographic chemicals. Through Sensient Imaging Technologies GmbH, the Color Group has expertise in the specialty chemicals used for organic light-emitting diodes (OLEDs).

 

Raw Materials

 

The Company uses a wide range of raw materials in producing its products. 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 soybeans. 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 product lines, and is more likely to encounter competition specific to an individual product.

 

  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 and the Company does not compete with a single supplier 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 as competitors in other countries. Competition for the supply of dehydrated vegetables is based principally on product quality, customer service and price.

 

7


  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 inkjet inks is based principally upon price, quality and service, as well as product development and technical capabilities. The Company competes against a number of large and small suppliers of inkjet inks and believes it gains an advantage as a low-cost, high-quality supplier.

 

  Asia Pacific. Because of the broad array of products available to customers of the Asia Pacific Group, 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 12 to the Consolidated Financial Statements of the Company, which appears on page 38 of the 2003 Annual Report to Shareholders, 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, 2003, the Company employed 3,707 persons worldwide.

 

Regulation

 

Compliance with government provisions regulating discharges 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. 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.

 

8


Item 2. Properties

 

The following table sets forth information as to the principal properties of the Company and its subsidiaries. All properties are owned except as otherwise indicated below. All facilities are considered to be in good condition and suitable for the Company’s requirements.

 

LOCATION


  

GROUP/DIVISION


    

FUNCTION


UNITED STATES

           

California

Escondido

Greenfield

Livingston (2)

Turlock

  

Color

Flavors & Fragrances

Flavors & Fragrances

Flavors & Fragrances

    

Sales and R&D/inkjet products and specialty inks

Production/dehydrated flavors

Production and R&D/dehydrated flavors

Production, R&D and sales/dehydrated flavors

Illinois

Amboy

   Flavors & Fragrances      Production/ingredients and flavors

Indiana

Indianapolis (2)

   Flavors & Fragrances      Production, sales and R&D/flavors

Michigan

Harbor Beach

   Flavors & Fragrances      Production/flavors and flavor enhancers

Missouri

St. Louis (2)*

   Color      Production, R&D and sales/natural and synthetic colors

New Jersey

Elmwood Park

South Plainfield (3) **

 

  

Color

Color

 

    

Production and sales/colors, dyes and inkjet products

Production, R&D and sales/cosmetic and pharmaceutical colors and ingredients

North Carolina

Charlotte*

   Color      Sales/technical dyes for nonfood applications

Wisconsin

Juneau

Milwaukee*

  

Flavors & Fragrances

Headquarters

    

Production/flavor enhancers and extracts

Administrative offices

 

9


INTERNATIONAL

             

Argentina

Buenos Aires*

     Color     

Sales/natural and synthetic colors

Australia

Keysborough

Sydney*

    

Asia Pacific

Asia Pacific

    

Production, R&D and sales/colors and flavors

Sales

Belgium

Brussels*

Heverlee

    

Flavors & Fragrances

Flavors & Fragrances

    

Production and sales/natural health ingredients

Production and sales/ingredients and flavors

Brazil

São Paulo*

     Color     

Production and sales/natural and synthetic colors

Canada

Cornwall, Ontario

Delta, British Columbia

Kingston, Ontario

Mississauga, Ontario

Rexdale, Ontario (2)*

Tara, Ontario

    

Flavors & Fragrances

Flavors & Fragrances

Color

Flavors & Fragrances

Flavors & Fragrances

Flavors & Fragrances

    

Production/flavor enhancers and extracts

Production/ingredients and flavors

Production and sales/natural and synthetic colors

R&D and sales/flavors

Production/ingredients and flavors

Production/ingredients and flavors

China

Beijing*

Guangzhou*

Hong Kong*

Qingdao*

Shanghai*

    

Asia Pacific

Asia Pacific

Asia Pacific

Asia Pacific

Asia Pacific

    

Sales/colors and flavors

Production, R&D and sales/colors and flavors

Sales/colors and flavors

Production/dehydrated flavors

R&D and sales/colors and flavors

Czech Republic

Prague*

     Color     

Sales/natural and synthetic colors

England

Kings Lynn (2)*

Milton Keynes

    

Color

Flavors & Fragrances

    

Production, R&D and sales/synthetic and natural colors and dyes

Production and sales/flavors and extracts

France

Marchais

Saint-Denis*

Saint Ouen

L’Aumone*

Strasbourg

Paris*

    

Flavors & Fragrances

Color

Color

 

Flavors & Fragrances

Flavors & Fragrances

    

Production/dehydrated flavors

Sales/colors

Production, R&D and sales/cosmetic colors and ingredients

 

Production and sales/flavor enhancers and extracts

R&D and sales/fragrances

 

10


INTERNATIONAL

(Continued)

             

Germany

Bremen (3)*

Geesthacht

Wolfen

    

Flavors & Fragrances

Color

Color

    

Production and sales/flavors, flavored products and essential oils

Production, R&D and sales/natural and synthetic colors

Production, R&D and sales/specialty dyes and chemicals

Hungary

Budapest

     Color     

Production/natural and synthetic colors

India

Mumbai*

     Asia Pacific     

R&D and sales/colors and flavors

Indonesia

Jakarta*

     Asia Pacific     

R&D and sales/fragrances and cosmetic colors

Italy

Milan

Reggio Emilia (2)

    

Flavors & Fragrances

Color

    

Production, R&D and sales/flavors

Production and sales/natural colors

Japan

Osaka*

Ibaraki

Tokyo*

    

Asia Pacific

Asia Pacific

Asia Pacific

    

Sales/colors and flavors

Production colors and flavors

R&D and sales/colors and flavors

Korea

Seoul*

     Asia Pacific     

Sales/flavors, colors and display-imaging chemicals

Mexico

Celaya

Lerma

Tijuana*

Tlalnepantla (2)*

 

    

Flavors & Fragrances

Color

Color

Flavors & Fragrances

 

    

Production and sales/flavor enhancers and extracts

Production, R&D and sales/synthetic and natural colors

Production/inkjet inks and specialty inks

Production, R&D, distribution and sales/ingredients, flavors and fragrances

The Netherlands

Amersfoort*

Elburg

Naarden

    

Color

Flavors & Fragrances

Flavors & Fragrances

    

Sales/natural and synthetic colors

Production/dehydrated flavors

Sales/dehydrated and other flavors

New Zealand

Auckland

     Asia Pacific     

Production, R&D and sales/flavors

Philippines

Manila*

 

    

Asia Pacific

 

    

Production, R&D and sales/flavors, fragrances cosmetic ingredients and color blending

Poland

Warszawa*

     Color     

Sales/natural and synthetic colors

 

11


INTERNATIONAL

(Continued)

             

Romania

Morazia*

     Color     

Sales/natural and synthetic colors

Serbia

Zenta

     Color     

Sales/food colors

Singapore

Singapore*

     Asia Pacific     

R&D and sales/colors and flavors

South Africa

Johannesburg*

     Color     

Production and sales/natural and synthetic colors

Spain

Barcelona

Barcelona*

Granada

    

Color

Flavors & Fragrances

Flavors & Fragrances

    

Production, sales and R&D/inkjet products and specialty inks

Sales/flavors

Production, R&D and sales/fragrances and aromatic chemicals

Sweden

Kristianstad*

     Flavors & Fragrances     

Sales/flavors

Switzerland

Morges*

     Color     

Production, R&D and sales/ technical colors

Thailand

Bangkok*

     Asia Pacific     

R&D and sales/colors and flavors

Wales

Ceredigion

     Flavors & Fragrances     

Production, R&D and sales/flavors and flavor enhancers

 

(  ) Indicates number of properties at the locations, if more than one.

 

* Indicates one leased property at the location.

 

** Indicates two leased properties at the location.

 

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. Submission of Matters to a Vote of Security Holders

 

There were no matters submitted to a vote of security holders during the fourth quarter of the year ended December 31, 2003.

 

12


Executive Officers of the Registrant

 

The executive officers of the Company and their ages as of March 1, 2004 are as follows:

 

Name


   Age

  

Position


Kenneth P. Manning

   62    Chairman, President and Chief Executive Officer

Richard Carney

   53    Vice President - Administration

John L. Hammond

   57    Vice President, Secretary and General Counsel

Richard F. Hobbs

   56    Vice President, Chief Financial Officer and Treasurer

Richard J. Malin

   37    Assistant Treasurer

Charles A. Nicolais

   43    President - Color Group

Ralph G. Pickles