DAR 10-K Annual Report Jan. 2, 2021 | Alphaminr
DARLING INGREDIENTS INC.
ALPHAMINR

DAR 10-K Fiscal year ended Jan. 2, 2021

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DARLING INGREDIENTS INC.
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. Selected Financial DataprintItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintNote 1. GeneralprintNote 2. Investment in Unconsolidated SubsidiariesprintNote 3. Acquisitions and DispositionsprintNote 4. InventoriesprintNote 5. Property, Plant and EquipmentprintNote 6. Intangible AssetsprintNote 7. GoodwillprintNote 8. Accrued ExpensesprintNote 9. LeasesprintNote 10. DebtprintNote 11. Other Noncurrent LiabilitiesprintNote 12. Income TaxesprintNote 13. Stockholders' Equity and Stock-based CompensationprintNote 14. Comprehensive Income/(loss)printNote 15. Employee Benefit PlansprintNote 16. DerivativesprintNote 17. Fair Value MeasurementprintNote 18. Restructuring and Asset Impairment ChargesprintNote 19. Concentration Of Credit RiskprintNote 20. ContingenciesprintNote 21. Business SegmentsprintNote 22. RevenueprintNote 23. Quarterly Financial Data (unaudited and in Thousands Except Per Share Amounts):printNote 24. Related Party TransactionsprintNote 25. New Accounting PronouncementsprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accounting Fees and ServicesprintPart IVprintItem 15. Exhibits, Financial Statement Schedulesprint

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 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). 4.3 Senior Notes Indenture, dated as of April 3, 2019, by and among Darling Ingredients Inc., the guarantors party thereto from time to time, and Regions Bank, as trustee (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K filed April 3, 2019 and incorporated herein by reference). 4.4 Description of Registered Securities (filed herewith). 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 Sixth Amendment to Second Amended and Restated Credit Agreement, dated as of September 18, 2020, 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 September 23, 2020 and incorporated herein by reference). 10.8 Third Amended and Restated Security Agreement, dated as of September 18, 2020, by and among Darling Ingredients 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 September 23, 2020 and incorporated herein by reference). 10.9 Third Amended and Restated Guaranty Agreement, dated as of September 18, 2020, by and among Darling Ingredients 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 September 23, 2020 and incorporated herein by reference). 10.10 Second Amended and Restated Limited Liability Company Agreement, dated as of May 1, 2019, 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 May 7, 2019 and incorporated herein by reference). 10.11 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). 10.12 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 and incorporated herein by reference). 10.13 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 and incorporated herein by reference). 10.14 * 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 and incorporated herein by reference). 10.15 * 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 and incorporated herein by reference). 10.16 * 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). 10.17 * 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). 10.18 * 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). 10.19 * 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). 10.20 * 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). 10.21 * 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). 10.22 * 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). 10.23 * 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). 10.24 * 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). 10.25 * 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). 10.26 * 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 * 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). 10.28 * 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). 10.29 * 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). 10.30 * 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 and incorporated herein by reference). 10.31 * 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). 10.32 * 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). 10.33 * Employment Agreement, dated February 9, 2016, between Darling International Netherlands BV and Jos Vervoort (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed May 8, 2019 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 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 and incorporated herein by reference). 10.36 * Form of Third 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 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 * 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 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, 2020 (filed herewith).