DAR 10-K Annual Report Dec. 29, 2018 | Alphaminr
DARLING INGREDIENTS INC.
ALPHAMINR

DAR 10-K Fiscal year ended Dec. 29, 2018

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DARLING INGREDIENTS INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. GeneralNote 2. Investment in Unconsolidated SubsidiariesNote 3. Acquisitions and DispositionsNote 4. InventoriesNote 5. Property, Plant and EquipmentNote 6. Intangible AssetsNote 7. GoodwillNote 8. Accrued ExpensesNote 9. LeasesNote 10. DebtNote 11. Other Noncurrent LiabilitiesNote 12. Income TaxesNote 13. Stockholders' Equity and Stock-based CompensationNote 14. Comprehensive IncomeNote 15. Employee Benefit PlansNote 16. DerivativesNote 17. Fair Value MeasurementNote 18. Asset Impairment, Exit and Restructuring CostsNote 19. Concentration Of Credit RiskNote 20. ContingenciesNote 21. Business SegmentsNote 22. RevenueNote 23. Quarterly Financial Data (unaudited and in Thousands Except Per Share Amounts):Note 24. Related Party TransactionsNote 25. New Accounting PronouncementsNote 26. Guarantor Financial InformationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

3.2 Certificate of Amendment of Restated Certificate of Incorporation of the Company (filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K filed March 2, 2011 and incorporated herein by reference). 3.3 Certificate of Amendment of Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed November 27, 2013 and incorporated herein by reference). 3.4 Certificate of Amendment of Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed May 7, 2014 and incorporated herein by reference). 3.5 Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to the Companys Current Report on Form 8-K filed March 1, 2017 and incorporated herein by reference). 4.2 Senior Notes Indenture, dated as of January 2, 2014, by and among Darling Escrow Corporation, the subsidiary guarantors party thereto from time to time and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K filed January 10, 2014 and incorporated herein by reference). 4.3 Supplemental Indenture, dated as of January 8, 2014, by and among Darling Escrow Corporation, Darling International Inc., Craig Protein Division, Inc., Darling AWS LLC, Darling National LLC, Darling Northstar LLC, Darling Global Holdings Inc., EV Acquisition, Inc., Griffin Industries LLC, Terra Holding Company and Terra Renewal Services Inc. and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Companys Current Report on Form 8-K filed January 10, 2014 and incorporated herein by reference). 4.4 Supplemental Indenture, dated as of April 4, 2014, by and among Darling International Inc., Craig Protein Division, Inc., Darling AWS LLC, Darling National LLC, Darling Northstar LLC, Darling Global Holdings Inc., EV Acquisition, Inc., Griffin Industries LLC, Terra Holding Company, Terra Renewal Services Inc., Rousselot Dubuque Inc., Rousselot Inc., Rousselot Peabody Inc., Sonac USA LLC and U.S. Bank National Association, as trustee (filed as Exhibit 4.5 to the Companys Registration Statement on Form S-4 filed July 15, 2014 and incorporated herein by reference). 4.5 Senior Notes Indenture, dated as of May 2, 2018, by and among Darling Global Finance B.V., Darling Ingredients Inc., the subsidiary guarantors party thereto from time to time, Citibank, N.A., London Branch, as trustee and principal paying agent, and Citigroup Global Markets Deutschland AG, as principal registrar (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K filed May 2, 2018 and incorporated herein by reference). 10.1 Second Amended and Restated Credit Agreement, dated as of January 6, 2014, by and among Darling International Inc., the other borrowers party thereto from time to time, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents from time to time party thereto (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed January 10, 2014 and incorporated herein by reference). 10.2 First Amendment to the Second Amended and Restated Credit Agreement, dated as of May 13, 2015, among the Company, as the parent borrower, the other subsidiary borrowers party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party thereto (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed May 15, 2015 and incorporated herein by reference). 10.3 Second Amendment to the Second Amended and Restated Credit Agreement, dated as of September 23, 2015, among the Company, as the parent borrower, the other subsidiary borrowers party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party thereto (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed September 25, 2015 and incorporated herein by reference). 10.4 Third Amendment to the Second Amended and Restated Credit Agreement, dated as of October 14, 2015, among the Company, as the parent borrower, the other subsidiary borrowers party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party thereto (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed October 14, 2015 and incorporated herein by reference). 10.5 Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of December 16, 2016, by and among Darling Ingredients Inc., as the parent borrower, the other subsidiary borrowers party thereto, the subsidiary guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party thereto (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed December 20, 2016 and incorporated herein by reference). 10.6 Fifth Amendment to Second Amended and Restated Credit Agreement, dated as of December 18, 2017, by and among Darling Ingredients Inc., as the parent borrower, the other subsidiary borrowers party thereto, the subsidiary guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party thereto (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed December 20, 2017 and incorporated herein by reference). 10.7 Second Amended and Restated Security Agreement, dated as of January 6, 2014, by and among Darling International Inc., its subsidiaries signatory thereto and any other subsidiary who may become a party thereto and JPMorgan Chase Bank, N.A, as administrative agent (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed January 10, 2014 and incorporated herein by reference). 10.8 Second Amended and Restated Guaranty Agreement, dated as of January 6, 2014, by and among Darling International Inc., its subsidiaries signatory thereto and any other subsidiary who may become a party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.3 to the Companys Current Report on Form 8-K filed January 10, 2014 and incorporated herein by reference). 10.9 Limited Liability Company Agreement, dated as of January 21, 2011, by and among Diamond Green Diesel Holdings LLC, Darling Green Energy LLC and Diamond Alternative Energy, LLC. (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed January 21, 2011 and incorporated herein by reference). 10.10 Raw Material Supply Agreement, dated as of May 31, 2011, by and between Diamond Green Diesel LLC and Darling International Inc. (filed as Exhibit 10 to the Company's Quarterly Report on Form 10-Q filed August 11, 2011 and incorporated herein by reference). 10.11 Ground Lease, dated as of December 17, 2010, by and between Martom Properties, LLC and Griffin Industries, Inc. (Butler, Kentucky) (filed as Exhibit 10.6 to the Companys Current Report on Form 8-K filed December 20, 2010 (Securities and Exchange Commission File No. 001-13323) and incorporated herein by reference). 10.12 Ground Lease, dated as of December 17, 2010, by and between Martom Properties, LLC and Griffin Industries, Inc. (Henderson, Kentucky) (filed as Exhibit 10.7 to the Companys Current Report on Form 8-K filed December 20, 2010 (Securities and Exchange Commission File No. 001-13323) and incorporated herein by reference). 10.13 * Darling International Inc. 2004 Omnibus Incentive Plan (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed May 17, 2005 (Securities and Exchange Commission File No. 000-24620), and incorporated herein by reference). 10.14 * Amendment to Darling International Inc. 2004 Omnibus Incentive Plan (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed January 22, 2007 (Securities and Exchange Commission File No. 000-24620) and incorporated herein by reference). 10.15 * Amendment to Darling International Inc. 2004 Omnibus Incentive Plan (filed as Exhibit 10.15 to the Company's Current Report on Form 10-K filed February 28, 2017 and incorporated herein by reference). 10.16 * Darling International Inc. 2012 Omnibus Incentive Plan (filed as Exhibit 99 to the Companys Registration Statement on Form S-8 filed May 31, 2012 and incorporated herein by reference). 10.17 * Amendment to Darling International Inc. 2012 Omnibus Incentive Plan (filed as Exhibit 10.17 to the Company's Current Report on Form 10-K filed February 28, 2017 and incorporated herein by reference). 10.18 * Darling Ingredients Inc. 2017 Omnibus Incentive Plan (filed as Exhibit 4.6 to the Companys Registration Statement on Form S-8 filed May 9, 2017 and incorporated herein by reference). 10.19 * Form of Performance Award Agreement for use in connection with awards under the 2012 Omnibus Incentive Plan (filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed May 12, 2016 and incorporated herein by reference). 10.20 * Form of Stock Option Notice and Agreement for use in connection with awards under the 2012 Omnibus Incentive Plan (filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed May 12, 2016 and incorporated herein by reference). 10.21 * Form of Performance Unit Award Agreement under the Darling International Inc. 2012 Omnibus Incentive Plan (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed January 6, 2014 and incorporated herein by reference). 10.22 * Form of Performance Unit Award Agreement for 2017 awards under the 2017 Omnibus Incentive Plan (filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed May 11, 2017 and incorporated herein by reference). 10.23 * Form of Performance Unit Award Agreement under the 2017 Omnibus Incentive Plan effective January 2018 (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed May 9, 2018 and incorporated herein by reference). 10.24 * Form of Stock Option Notice and Agreement for 2017 awards under the 2017 Omnibus Incentive Plan (filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed May 11, 2017 and incorporated herein by reference). 10.25 * Form of Stock Option Notice and Agreement under the 2017 Omnibus Incentive Plan effective January 2018 (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed May 9, 2018 and incorporated herein by reference). 10.27 * Amendment No. 1 to Non-Employee Director Restricted Stock Award Plan, effective as of January 15, 2009 (filed as Exhibit 10.04 to the Companys Current Report on Form 8-K filed January 21, 2009 (Securities and Exchange Commission File No. 000-24620) and incorporated herein by reference). 10.28 * Amended and Restated Non-Employee Director Restricted Stock Award Plan, (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed February 28, 2011 and incorporated herein by reference). 10.29 * Form of Notice of Grant of Restricted Stock Unit Award (Non-Employee Directors) under the Darling International Inc. 2012 Omnibus Incentive Plan (filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed August 7, 2014 and incorporated herein by reference). 10.30 * Form of Notice of Grant of Restricted Stock Unit Award (Non-Employee Directors) under the Darling International Inc. 2017 Omnibus Incentive Plan (filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed August 9, 2017 and incorporated herein by reference). 10.31 * Amended and Restated Employment Agreement, dated as of January 1, 2009, between Darling International Inc. and Randall C. Stuewe (filed as Exhibit 10.01 to the Companys Current Report on Form 8-K filed January 21, 2009 (Securities and Exchange Commission File No. 000-24620), and incorporated herein by reference). 10.32 * Amendment No. 1, dated as of March 23, 2015, to Amended and Restated Employment Agreement between Darling Ingredients Inc. and Randall C. Stuewe (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed March 25, 2015 and incorporated herein by reference). 10.33 * Employment Agreement, dated August 21, 2014, between Darling International Netherlands BV and J.M.I.M. (Jan) van der Velden (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed May 9, 2018 and incorporated herein by reference). 10.34 * Form of Senior Executive Termination Benefits Agreement (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed November 29, 2007 (Securities and Exchange Commission File No. 000-24620) and incorporated herein by reference). 10.35 * Form of Addendum to Senior Executive Termination Benefits Agreement (filed as Exhibit 10.2 to the Companys Current Report on Form 8-K filed December 12, 2008 (Securities and Exchange Commission File No. 000-24620) and incorporated herein by reference). 10.36 * Form of Addendum to Senior Executive Termination Benefits Agreement (filed as Exhibit 10.4 to the Companys Current Report on Form 8-K filed December 13, 2010 (Securities and Exchange Commission File No. 001-13323) and incorporated herein by reference). 10.37 * Amended and Restated Senior Executive Termination Benefits Agreement, dated effective as of January 1, 2018, between Darling Ingredients Inc. and John O. Muse (filed as Exhibit 10.36 to the Company's Annual Report on Form 10-K filed February 28, 2017 and incorporated herein by reference). 10.38 * Senior Executive Termination Benefits Agreement, dated effective as of January 15, 2017, between Darling Ingredients Inc. and Patrick C. Lynch (filed as Exhibit 10.33 to the Company's Annual Report on Form 10-K filed February 28, 2017 and incorporated herein by reference). 10.39 * Form of Indemnification Agreement between Darling International Inc. and its directors and executive officers (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed February 25, 2008 (Securities and Exchange Commission File No. 000-24620), and incorporated herein by reference). 21 Subsidiaries of the Registrant (filed herewith). 23.1 Consent of KPMG LLP (filed herewith). 23.2 Consent of KPMG LLP (filed herewith). 31.1 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of Randall C. Stuewe, the Chief Executive Officer of the Company (filed herewith). 31.2 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of Brad Phillips, the Chief Financial Officer of the Company (filed herewith). 32 Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed herewith). 99.1 Consolidated Financial Statements of Diamond Green Diesel Holdings LLC and Subsidiary for the year ended December 31, 2018 (filed herewith).