2022 Annual Report
Please visit our Investor section of the website (www.darlingii.com) to view
the 2022 interactive annual report and shareholder letter.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 001-13323
DARLING INGREDIENTS INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
5601 N MacArthur Blvd.,
Irving, Texas
(Address of principal executive offices)
36-2495346
(I.R.S. Employer
Identification Number)
75038
(Zip Code)
Registrant's telephone number, including area code: (972) 717-0300
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock $0.01 par value per share
Trading Symbol(s)
DAR
Name of Exchange on Which Registered
New York Stock Exchange (“NYSE”)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
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 for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the Registrant was required to submit files).
Yes ☒ No ☐
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Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
☒
☐
Non-accelerated filer
☐
Smaller reporting company
☐
☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of Exchange
Act.
Emerging growth company
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of the last business day of the Registrant's most recently completed second fiscal quarter, the aggregate market value
of the shares of common stock held by nonaffiliates of the Registrant was approximately $9,962,749,000 based upon the
closing price of the common stock as reported on the NYSE on that day. (In determining the market value of the Registrant’s
common stock held by non-affiliates, shares of common stock beneficially owned by directors, officers and holders of more
than 10% of the Registrant’s common stock have been excluded. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.)
There were 159,945,392 shares of common stock, $0.01 par value, outstanding at February 23, 2023.
DOCUMENTS INCORPORATED BY REFERENCE
Selected designated portions of the Registrant's definitive Proxy Statement in connection with the Registrant’s 2023
Annual Meeting of stockholders are incorporated by reference into Part III of this Annual Report.
Auditor Name: KPMG LLP
Auditor Location: Dallas, Texas
Auditor Firm ID:
185
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DARLING INGREDIENTS INC. AND SUBSIDIARIES
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022
TABLE OF CONTENTS
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
PART I
PART II
Item 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Item 6.
Item 7.
RESERVED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
PART III
Item 10.
Item 11.
Item 12.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Item 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
Item 15.
Item 16.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
FORM 10-K SUMMARY
SIGNATURES
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PART I
ITEM 1. BUSINESS
GENERAL
Founded by the Swift meat packing interests and the Darling family in 1882, Darling Ingredients Inc. (“Darling”, and
together with its subsidiaries, the “Company” or “we,” “us” or “our”) was incorporated in Delaware in 1962 under the name
“Darling-Delaware Company, Inc.” Darling changed its name from “Darling-Delaware Company, Inc.” to “Darling
International Inc.” on December 28, 1993, and from “Darling International Inc.” to “Darling Ingredients Inc.” on May 6, 2014.
The address of Darling's principal executive office is 5601 N MacArthur Boulevard, Irving, Texas, 75038, and its telephone
number at this address is (972) 717-0300.
OVERVIEW
We are a global developer and producer of sustainable natural ingredients from edible and inedible bio-nutrients,
creating a wide range of ingredients and customized specialty solutions for customers in the pharmaceutical, food, pet food,
animal feed, industrial, fuel, bioenergy and fertilizer industries.
In fiscal 2022, the Company completed several acquisitions
including two material rendering operations, Valley Proteins in North America and the FASA Group in South America. See
Note 3 to the Company's Consolidated Financial Statements for more information. With operations on five continents, the
Company collects and transforms all aspects of animal by-product streams into useable and specialty ingredients, such as
collagen, edible fats, feed-grade fats, animal proteins and meals, plasma, pet food ingredients, organic fertilizers, yellow grease,
fuel feedstocks, green energy, natural casings and hides. The Company also recovers and converts recycled oils (used cooking
oil and animal fats) into valuable feed ingredients, and collects and processes residual bakery products into feed ingredients. In
addition, the Company provides environmental services, such as grease trap collection and disposal services to food service
establishments.
In fiscal year 2022, the Company generated $6.5 billion in revenues and $737.7 million in net income
attributable to Darling.
North America
We are a leading provider of animal by-product processing, used cooking oil and bakery residual recycling and
recovery solutions to the U.S. food industry. We operate over 155 processing and transfer facilities in the United States to
produce finished products such as protein (primarily meat and bone meal (“MBM”) and poultry meal (“PM”)), meat products
for the pet food industry, blood products (plasma and whole blood), collagen, fats (primarily bleachable fancy tallow (“BFT”),
poultry grease (“PG”) and yellow grease (“YG”)), bakery by-products (“BBP”) and hides, as well as a range of branded and
value-added products. Darling sells these products in North America and throughout the world, primarily to producers of
animal feed, pet food, biodiesel, fertilizer and other consumer and industrial ingredients, including oleo-chemicals, soaps and
leather goods, for use as ingredients in their products or for further processing. In the United States, Darling is a partner with
Valero Energy Corporation in Diamond Green Diesel, a renewable diesel facility, which converts used cooking oils and animal
fats into valuable biofuel products. In Canada, the Company is a leading recycler of animal by-products. Darling's Canadian
ingredients business processes raw materials into finished fat and protein products for use in animal feed, pet food, fertilizer and
other ingredients. Darling's Canadian ingredients business has a network of six facilities in Manitoba, Ontario, Quebec and
Nova Scotia.
Europe, Asia, Australia and South America
Darling Ingredients International, our subsidiary, is a worldwide leader in the development and production of specialty
ingredients from animal by-products for applications in the pharmaceutical, food, pet food, animal feed, industrial, fuel,
bioenergy and fertilizer industries. Darling Ingredients International operates a global network of 74 production facilities across
five continents covering all aspects of animal by-product processing through six brands: Rendac (fuel), Sonac (proteins, fats,
edible fats and blood products), FASA (proteins and fats), Ecoson (bioenergy and fertilizer), Rousselot (collagen) and CTH
(natural casings). Darling Ingredients International's specialized portfolio of over 340 products covers all animal origin raw
material types and thereby offers a comprehensive, single source solution for suppliers. Darling Ingredients International’s
rendering and specialties business has leading positions across Europe, China and South America, with European operations in
the Netherlands, Belgium, Germany, Poland and Italy under the Ecoson, Rendac, Sonac and FASA brand names. Value-added
products include edible fats, blood products, bone products, protein meals and fats. Rousselot is a global leading market
provider of collagen for the food, pharmaceutical and technical industries with operations in Europe, the United States, South
Page 4
America and China. CTH is a leading natural casings company for the sausage industry with operations in Europe, China and
the United States.
Operating Segments
The Company's business operates within three reportable operating segments: Feed Ingredients, Food Ingredients and
Fuel Ingredients.
The Feed Ingredients operating segment includes the Company's global activities related to (i) the collection and
processing of beef, poultry and pork animal by-products in North America, Europe and South America into non-food grade oils
and protein meals, (ii) the collection and processing of bakery residuals in North America into Cookie Meal®, which is
predominantly used in poultry and swine rations, (iii) the collection and processing of used cooking oil in North America and
South America into non-food grade fats, (iv) the collection and processing of porcine and bovine blood in China, Europe, North
America and Australia into blood plasma powder and hemoglobin, (v) the processing of selected portions of slaughtered
animals into a variety of meat products for use in pet food in Europe, North America and South America, (vi) the processing of
cattle hides and hog skins in North America, (vii) the production of organic fertilizers using protein produced from the
Company’s animal by-products processing activities in North America and Europe, (viii) the rearing and processing of black
soldier fly larvae into specialty proteins for use in animal feed and pet food in North America; and (ix) the provision of grease
trap services to food service establishments in North America. Non-food grade oils and fats produced and marketed by the
Company are principally sold to third parties to be used as ingredients in animal feed and pet food, as an ingredient for the
production of biodiesel and renewable diesel, or to the oleo-chemical industry to be used as an ingredient in a wide variety of
industrial applications. Protein meals, blood plasma powder and hemoglobin produced and marketed by the Company are sold
to third parties to be used as ingredients in animal feed, pet food and aquaculture.
The Food Ingredients operating segment includes the Company's global activities related to (i) the purchase and
processing of beef and pork bone chips, beef hides, pig skins, and fish skins into collagen in Europe, China, South America and
North America, (ii) the collection and processing of porcine and bovine intestines into natural casings in Europe, China and
North America, (iii) the extraction and processing of porcine mucosa into crude heparin in Europe,
(iv) the collection and
refining of animal fat into food grade fat in Europe, and (v) the processing of bones to bone chips for the collagen industry and
bone ash in Europe. Collagens produced and marketed by the Company are sold to third parties to be used as ingredients in the
pharmaceutical, nutriceutical, food, pet food, and technical (e.g., photographic) industries. Natural casings produced and
marketed by the Company are sold to third parties to be used as an ingredient in the production of sausages and other similar
food products.
The Fuel Ingredients operating segment includes the Company's global activities related to (i) the Company’s share of
the results of its equity investment in Diamond Green Diesel Holdings LLC, a joint venture with Valero Energy Corporation
(“Valero”) to convert animal fats, recycled greases, used cooking oil, inedible corn oil, soybean oil, or other feedstocks that
become economically and commercially viable into renewable diesel (“DGD” or the “DGD Joint Venture”) as described in
Note 2 to the Company's Consolidated Financial Statements for the period ended December 31, 2022 included herein, (ii) the
conversion of organic sludge and food waste into biogas in Europe, (iii) the collection and conversion of fallen stock and
certain animal by-products pursuant to applicable EU regulations into low-grade energy sources to be used in industrial
applications in Europe, and (iv) the processing of manure into natural bio-phosphate in Europe.
For financial information about our operating segments and geographic areas, refer to Note 21 and Note 22 to the
Company's Consolidated Financial Statements for the period ended December 31, 2022 included herein.
Fiscal Year 2022, 2021 and 2020 Net External Sales
Darling’s net external sales from fiscal year 2022, 2021 and 2020 by operating segment were as follows (in
thousands):
Net sales:
Feed Ingredients
Food Ingredients
Fuel Ingredients
Total
Fiscal Year
2022
Fiscal Year
2021
Fiscal Year
2020
$ 4,539,000
1,459,630
533,574
$ 6,532,204
69.5 % $ 3,039,500
1,271,629
22.3
430,240
8.2
100.0 % $ 4,741,369
64.1 % $ 2,072,104
1,185,701
26.8
314,118
9.1
100.0 % $ 3,571,923
58.0 %
33.2
8.8
100.0 %
Page 5
OPERATIONS
Feed Ingredients Segment
Our Feed Ingredients segment consists principally of (i) our U.S. ingredients and speciality products businesses,
including our fats and proteins, used cooking oil, and trap grease collection business, our Canadian ingredients business, and the
ingredients and specialty products businesses conducted by Darling Ingredients International under the Sonac and FASA names
(proteins, fats and plasma products) and (ii) our bakery residuals business.
Animal By-Products
North American Operations
Raw materials: The Company's North American animal by-products operations collect beef, poultry and pork by-
products, which are collected primarily from slaughterhouses, grocery stores, butcher shops and food service establishments.
These raw materials are collected in one of two manners. Certain large suppliers, such as large slaughterhouses, are furnished
with bulk containers in which the raw material is loaded. We provide the remaining suppliers, primarily grocery stores and
butcher shops, with containers in which to deposit the raw material. The containers are picked up by, or emptied into, the
Company’s trucks on a periodic basis. The type and frequency of service is determined by individual supplier requirements, the
volume of raw material generated by the supplier, supplier location and weather, among other factors. The raw materials we
collect are transported either directly to a processing plant or to a transfer station where materials from several collection routes
are loaded into trailers and transported to a processing plant. These raw materials are delivered to plants for processing usually
within 24 hours of collection to deter spoilage.
Processing operations: We produce finished products primarily through the grinding, cooking, separating, drying,
and blending of various raw materials. The process starts with the collection of animal by-products, including fat, bones,
feathers, offal and other animal by-products. The animal by-products are ground and heated to evaporate water and separate
fats from animal tissue, as well as to sterilize and make the material suitable as an ingredient for animal feed. The separated
fats, tallows and greases are then centrifuged and/or refined for purity. The remaining solid product is pressed to remove
additional oils to create protein meals. The protein meal is then sifted through screens and ground further if necessary to
produce an appropriately sized protein meal. The primary finished products derived from the processing of animal by-products
are MBM, PM (both feed grade and pet food), PG, tallow, feather meal and blood meal. In addition, at certain of our facilities,
we are able to operate multiple process lines simultaneously, which provides us with the flexibility and capacity to manufacture
a line of premium and value-added products in addition to our principal finished products. Because of these processing
controls, we are able to produce premium products that typically have higher protein and energy content and lower moisture
than standard finished products, and such products command premium prices.
International Operations
Darling Ingredients International’s ingredients and specialty products businesses are operated under the Sonac and
FASA names by our Sonac C3 and Sonac Blood business activities. The Sonac ingredients and specialty products businesses of
Darling Ingredients International operate similarly to our North American ingredients division. However, the Sonac businesses,
with the exception of Sonac C3, further separate raw material streams to add additional value to each stream.
Sonac C3 processes animal by-products collected primarily from slaughterhouses,
into proteins and fats for
applications used in the pet food, feed, technical, biofuels and oleo-chemical markets. Oleo-chemical producers use fats to
produce specialty ingredients used in paint, rubber, paper, concrete, plastics and a variety of other consumer and industrial
products.
Sonac Blood processes bovine, porcine and ovine blood by separating blood into plasma and hemoglobin and produces
specialized end products for application in the feed and pet food markets. Sonac Blood’s end products include plasma, fibrimex,
globin and hemin.
Used Cooking Oil
The Company is a leading collector and processor of used cooking oil in North America for use as a valuable low
carbon fuel and feed ingredient. The Company estimates it collects used cooking oil from approximately 191,000 locations in
the U.S. The Company’s primary customer for this product is the DGD Joint Venture.
Page 6
Raw materials: Used cooking oil is collected from restaurants, food service establishments and grocery stores. Many
of our suppliers operate stores that are part of national chains. Used cooking oil is placed in various sizes and types of
In some instances, these containers are
containers and supplied to the Company under mutually agreeable contract terms.
unloaded directly onto our trucks, while in other instances used cooking oil is pumped through a vacuum hose into the
truck. We provide several types of containers for used cooking oil collection to food service establishments, which are
proprietary self-contained collection systems that are housed either inside or outside the establishment, with the used cooking
oil pumped directly into collection vehicles via an outside valve. The frequency of all forms of used cooking oil collection is
determined by the volume of oil generated by the restaurant, food service establishment or grocery store.
Processing operations: The used cooking oil we collect is heated, settled, and purified for use as a feedstock for
biofuels or as an ingredient for animal feed.
Bakery Residuals
The Company is a leading processor of bakery residuals in the United States. The bakery residuals division, which
operates solely in the United States, collects bakery residual materials and processes the raw materials into BBP, including
Cookie Meal®, an animal feed ingredient primarily used in poultry and swine rations.
Raw materials: Bakery residuals are collected from large commercial bakeries that produce a variety of products,
including cookies, crackers, cereal, bread, dough, potato chips, pretzels, sweet goods and biscuits. The Company collects these
materials by bulk loading onsite at the bakeries utilizing proprietary equipment, the majority of which is designed, engineered,
manufactured and installed by us. All of the bakery residuals that the Company collects is bulk loaded, which we believe
represents a significant advantage over competitors that receive a large percentage of raw materials from less efficient, manual
methods. The receipt of bulk-loaded bakery residuals allows us to significantly streamline our bakery recycling process, reduce
personnel costs, and maximize freight savings by hauling more tons per load.
Processing operations: The highly automated bakery residuals production process involves sorting and separating
raw material, mixing it to produce the appropriate nutritional content, drying it to reduce excess moisture, and grinding it to the
consistency of animal feed. During the bakery residuals process, packaging materials are removed. The packaging material is
fed into a combustion chamber along with sawdust, and heat is produced. This heat is used in the dryers to remove moisture
from the raw materials that have been partially ground. Finally, the dried meal is ground to the specified granularity. The
finished product, which is continually tested to ensure that the caloric and nutrient contents meet specifications, is a nutritious
additive used in animal feed.
Other Products/Services
Our Feed Ingredients segment also includes the Company’s organic fertilizer business conducted under the Nature
Safe® name, insect protein business conducted under the EnviroFlight® name, hides businesses and grease trap services
business.
•
•
•
•
Our fertilizer operations utilize finished products from our animal by-products division to manufacture
organic fertilizers from ingredients approved by the U.S. Department of Agriculture (“USDA”) to be used in
organic farming which contain no waste by-products (i.e., sludge or sewage waste). The Company's North
American fertilizer products are predominantly sold to golf courses, sports facilities, organic farms and
landscaping companies.
Our EnviroFlight business utilizes technologies which enable the rearing of non-pathogenic black soldier fly
larvae, which larvae are then processed to produce specialty protein for use as an ingredient in animal feed
and pet food.
Our hides operations process hides and skins from beef and hog processors, respectively, into outputs used in
commercial applications, such as the leather industry. We sell treated hides and skins to external customers,
the majority of which are tanneries. Fresh and salted hides and fresh skins are sold to tanneries, automotive
companies, leather processors and to the shoe and furniture industries in Italy, Germany and China.
Our grease trap services business provides our customers with a comprehensive set of solutions to their trap
grease disposal needs, including manifests for regulatory compliance, computerized routing for consistent
cleaning and comprehensive trap cleaning. The trap grease we collect is transported to waste treatment
centers.
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Food Ingredients Segment
Our Food Ingredients segment consists principally of (i) the collagen business conducted by Darling Ingredients
International under the Rousselot name, (ii) the natural casings and meat by-products business conducted by Darling
Ingredients International under the CTH name and (iii) certain specialty products businesses conducted by Darling Ingredients
International under the Sonac name.
Collagen
Rousselot is a global leading market provider of collagen for the food, nutraceutical, pharmaceutical and technical
(e.g., photographic) industries with operations in Europe, China, South America and the United States. Rousselot has a network
of 11 production plants and six sales locations, covering sales into more than 70 countries. With the Rousselot collagen
business, the Company is part of the growing global collagen market. Collagen is a functional ingredient, which means that it
has a role in the end product by adding a critical property to it that is largely non-substitutable. Collagen is used in a large
variety of end products, but only small amounts are used in most products. Currently, available substitutes are limited and do
not have the broad functionality required for most usages. Rousselot collagen products have higher sales prices relative to the
Company’s other end products, but comprise a minimal portion of the cost of final products in many segments, for example the
pharmaceutical end markets. We believe many end customers focus on collagen quality and consistency, supply reliability,
application know-how and regulatory support and are therefore relatively less price sensitive to collagen products. Rousselot’s
profitability is mainly driven by its ability to timely transfer increases in net raw material costs to its customers in order to
realize a relatively stable added value per kilogram of collagen, in combination with a strong focus on operations excellence
and product quality. Rousselot is involved in all four types of collagen (pigskin, hide, bone and fish). Raw material prices are
mainly driven by the availability and quality of raw material, and sales prices are mainly driven by market demand and the
expected availability of collagen supply. As such, securing sufficient raw material positions is key to the business. Rousselot
enters into formal arrangements related to raw material purchases that differ by raw material type, by duration and by regional
area. Rousselot markets its hydrolyzed collagen under the “Peptan” brand; this fast-growing specialty ingredient is positioned
specifically towards nutritional supplement customers focusing on improved bone, joint and skin health.
Other Specialty Products
In addition, our Food Ingredients segment includes the Sonac bone, heparin and edible fat businesses currently
operated by Darling Ingredients International under the Sonac name:
•
•
•
Sonac Fat primarily melts, refines and packages animal fat into food grade fat for the food markets.
Sonac Bone processes porcine bones into fat, bone protein, glue, bone ash and bone chips for the feed, pet
food, food and collagen industries.
Sonac Heparin extracts crude heparin from hydrolyzed mucosa for application in the pharmaceutical industry.
Natural Casings and Meat By-Products
The CTH business of Darling Ingredients International is a leading natural casings company for the sausage business
with operations in Europe, China and the United States. The activities of this business are divided into two categories:
•
•
CTH Casings harvests, sorts and sells hog and sheep casings for worldwide food markets, particularly sausage
manufacturers, and harvests, processes and sells hog and beef bowel package items for global pharmaceutical,
food and feed market segments. CTH holds a leading position in the highly fragmented global casings market.
CTH Meat By-Products harvests, purchases and processes hog, sheep and beef meat for customers in the
global food and European pet food industries. In the meat by-products market, CTH is a major player with
established sales networks in Europe and Asia.
Fuel Ingredients Segment
Our Fuel Ingredients segment consists of (i) our investment in the DGD Joint Venture and (ii) the bioenergy business
conducted by Darling Ingredients International under the Ecoson and Rendac names.
Page 8
Diamond Green Diesel
The DGD Joint Venture currently operates two renewable diesel plants, one located adjacent to Valero’s St. Charles
Refinery in Norco, Louisiana (the “DGD St. Charles Plant”) and one located adjacent to Valero’s Port Arthur Refinery in Port
Arthur, Texas (the “DGD Port Arthur Plant” and, together with the DGD St. Charles Plant, the “DGD Facilities”), with a
combined renewable diesel production capacity of approximately 1.2 billion gallons per year. Renewable diesel is a low-carbon
transportation fuel that is interchangeable with diesel produced from petroleum and is produced at the DGD Facilities using an
advanced hydroprocessing-isomerization process licensed from UOP LLC, known as the Ecofining™ Process, and a
pretreatment process developed by the Desmet Ballestra Group to convert fats (animal fats, used cooking oils, distillers corn oil
and vegetable oils) into renewable diesel, renewable naphtha and other light end renewable hydrocarbons. The DGD Joint
Venture was formed in January 2011 to design, engineer, construct and operate the DGD St. Charles Plant, which reached
mechanical completion and began production of renewable diesel and certain other co-products in late June 2013. In October
2021, the DGD Joint Venture completed an expansion of the DGD St. Charles Plant that increased its renewable diesel
production capability to up to 750 million gallons per year of renewable diesel, as well as separating renewable naphtha
(approximately 30 million gallons) and other light end renewable hydrocarbons for sale into low carbon fuel markets, at a total
cost, including naphtha production and improved logistics capability, of approximately $1.1 billion. Additionally, in November
2022 the DGD Joint Venture completed the construction of the DGD Port Arthur Plant, with a name plate capacity to produce
470 million gallons per year of renewable diesel and 20 million gallons per year of renewable naphtha and having similar
logistics flexibilities as those of the DGD St. Charles Plant. The DGD Port Arthur Plant was completed at a total cost of
approximately $1.43 billion. Furthermore, in January 2023, the DGD Joint Venture partners approved a capital project at the
DGD Port Arthur Plant to provide the plant with the capability to upgrade approximately fifty percent (50%) of its current 470
million gallon annual production capacity to sustainable aviation fuel (SAF). Work on the project is underway, with completion
expected in 2025 at a total estimated cost of approximately $315 million.
The DGD Facilities receive feedstocks primarily by rail and trucks owned by third-parties as well as imports via ships.
We are a party to a raw material supply agreement with the DGD Joint Venture pursuant to which we are obligated to offer to
supply the DGD Joint Venture a portion of the feedstock requirements at the DGD St. Charles Plant at market rates; however,
the DGD Joint Venture is not obligated to purchase all or any part of its feedstock requirements from us. The DGD Joint
Venture’s renewable diesel is sold under the Diamond Green Diesel® brand primarily to obligated parties who produce or
import petroleum-based fuels into areas subject to renewable fuels obligations. The DGD Joint Venture sells renewable diesel
domestically and exports renewable diesel into global markets, primarily Canada and Europe. Renewable diesel is distributed
primarily by rail and ships owned by third-parties.
We account for the DGD Joint Venture as an “investment in an unconsolidated subsidiary.”
Bioenergy
In Europe, Ecoson produces green power from biogas production out of organic sludge and food waste for combined
heat plant installations. Ecoson is the largest industrial digestion operation in the Netherlands and Belgium. In addition,
Ecoson's fat refinery produces refined fats and fatty acids. Ecoson also processes manure into natural biophosphate for use as
fertilizer and green gas.
Rendac collects fallen stock and animal waste, also referred to as Category 1 and Category 2 material under EU
Regulation 1069/2009, from farmers and slaughterhouses, and processes these materials into fats and meals, which can only be
used as a low grade source of energy or fuel for boilers and cement kilns. With a specialized collection fleet of approximately
350 trucks, Rendac collects raw materials in the Netherlands, Germany, Luxembourg and Belgium. This business is a market
leader in the countries of Belgium, the Netherlands and Luxembourg (the "Benelux region") and certain parts of Germany, a
predominantly regulated market with spare capacity requirements and long-term contracts with local governments. The market
for the collection and processing of fallen stock in these regions is regulated, and government contracts provide for exclusivity
of the service to the contracted partner.
Raw materials pricing and supply contracts
We have two primary pricing arrangements (formula and non-formula) with our suppliers of poultry, beef, pork,
bakery residuals and used cooking oil. Under a “formula” arrangement, the charge or credit for raw materials is tied to
published finished product prices for a competing ingredient after deducting a fixed processing fee. We also acquire raw
material under “non-formula” arrangements whereby suppliers are either paid a fixed price, are not paid, or are charged a
collection fee, depending on various economic and competitive factors. The credit received or amount charged for raw
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materials under both formula and non-formula arrangements is based on various factors, including the type of raw materials,
demand for the raw materials, the expected value of the finished product to be produced, the anticipated yields, the volume of
material generated by the supplier and processing and transportation costs. Formula prices are generally adjusted on a weekly,
monthly or quarterly basis, while non-formula prices or charges are adjusted as needed to respond to changes in finished
product prices or related operating costs. Since most of our raw materials are residual by-products of meat processing and other
food production, we are not able to contract with our suppliers to increase supply if demand for our products increases.
A majority of our U.S. volume of rendering raw materials, including all of our significant poultry accounts, and
substantially all of our bakery feed raw materials are acquired on a “formula basis,” which in most cases is set forth in contracts
with our suppliers, generally with multi-year terms. These “formulas” allow us to manage the risk associated with decreases in
commodity prices by adjusting our costs of materials based on changes in the price of our finished products, while also
permitting us, in certain cases, to benefit from increases in commodity prices. The formulas provided in these contracts are
reviewed and modified both during the term of, and in connection with the renewal of, the contracts to maintain an acceptable
level of sharing between us and our suppliers of the costs and benefits from movements in commodity prices. Approximately
89% of Darling's U.S. volume of raw materials in fiscal year 2022 was acquired on a "formula" basis. A majority of Darling's
Canadian ingredients volume of rendering raw materials are acquired based on prices fixed on a monthly basis with suppliers,
with the remaining portion acquired on a “formula basis.” Darling Ingredients International (including North American
operations) acquires a majority of its volume of rendering raw materials at spot or quarterly fixed prices and, in general, has no
long term contracts with its key suppliers.
Certain of the Company's geographic regions' facilities are highly dependent on one or a few suppliers. During the
2022 fiscal year, the Company's 10 largest raw materials suppliers in North America accounted for approximately 33% of the
total raw material processed by the Company in North America, with one single supplier accounting for approximately 8% of
the total raw material processed in North America. In Europe, the Company's 10 largest raw material suppliers accounted for
approximately 30% of the total raw material processed by the Company in Europe, with one single supplier accounting for
approximately 11% of the total raw material processed in Europe. In China, the Company's 10 largest raw material suppliers
accounted for approximately 34% of the total raw material processed by the Company in China, with one single supplier
accounting for approximately 9% of the total raw material processed in China. In South America, the Company's 10 largest raw
material suppliers accounted for approximately 52% of the total raw material processed by the Company in South America,
with one single supplier accounting for approximately 23% of the total raw material processed in South America. See “Risk
Factors - A significant percentage of our revenue is attributable to a limited number of suppliers and customers.” Should any of
these suppliers choose alternate methods of disposal, cease or materially decrease their operations, have their operations
interrupted by casualty, or otherwise cease using, or reduce the use of, the Company’s collection services, any operating
facilities dependent on such suppliers could be materially and adversely affected. (See “Risk Factors-Certain of our operating
facilities are highly dependent upon a single or a few suppliers.”) For a discussion of the Company’s competition for raw
materials, see “Competition.”
MARKETING, SALES AND DISTRIBUTION OF FINISHED PRODUCTS
The Company sells its finished products worldwide. Finished product sales are primarily managed through our
commodity trading departments. With respect to our North American operations, we have trading departments located at our
corporate headquarters in Irving, Texas, at our regional office in Cold Spring, Kentucky and our regional office in Winchester,
Virginia. Darling Ingredients International’s finished product sales are managed primarily through trading departments that are
located in Son en Breugel, the Netherlands, and through various offices located in Europe, Asia, South America and North
America. Where appropriate, we coordinate international sales of common products in order to market them more efficiently.
Our sales force is in contact with customers daily and coordinates the sale, and assists in the distribution of, most finished
products produced at our processing plants. The Company also sells its finished products internationally directly to customers
or, in some cases, through commodities brokers and agents. We market certain of our finished products under our Dar Pro
Ingredients brand, certain specialty products under the Sonac and FASA names, collagen products under the Rousselot name
and natural casings and meat by-products under the CTH name. See Note 22 of Notes to Consolidated Financial Statements
included herein for a breakdown of the Company’s sales by geographic regions.
The Company sells finished products in North America and throughout the world, primarily to producers of animal
feed, pet food, biofuel, fertilizer and other consumer and industrial products, including oleo-chemicals, soaps and leather goods,
for use as ingredients in their products or for further processing. Certain of our finished products are ingredients that compete
with alternatives, such as corn, soybean oil, inedible corn oil, palm oils, soybean meal and heating oil, based on nutritional and
functional values; therefore, the actual pricing for those finished products, as well as competing products, can be quite
volatile. While the Company's principal finished products are generally sold at prices prevailing at the time of sale, the
Company's ability to deliver large quantities of finished products from multiple locations and to coordinate sales from a central
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location enables us to sell into the market with the highest return. The Company's premium, value-added and branded products
command significantly higher pricing relative to the Company's principal finished product lines due to their enhanced
nutritional content, which is a function of the Company's specialized processing techniques. Customers for our premium, value-
added and branded products include feed mills, pet food manufacturers, integrated poultry producers, the dairy industry and
golf courses. Feed mills purchase meals, fats, blood products, and Cookie Meal® for use as feed ingredients. Pet food
manufacturers require stringent feed safety certifications and consistently demand premium additives that are high in protein
and nutritional content. As a result, pet food manufacturers typically purchase only premium or value-added products under
supply contracts with us. Oleo-chemical producers use fats as feedstocks to produce specialty ingredients used in paint, rubber,
paper, concrete, plastics and a variety of other consumer and industrial products. Darling Ingredients International’s premium,
value-added and branded products also command higher pricing, including with respect to collagen, natural casings, meat by-
products, edible fat, heparin and specialty plasma products.
We obtain payment protection for most of our global export sales by requiring payment before shipment, either
through bank letters of credit or cash against documents at the origin of the sale or guarantees of payment from government
agencies. For U.S. sales, we are ordinarily paid for products in U.S. dollars and have not experienced any material currency
translation losses or any material foreign exchange control difficulties. Darling Ingredients International’s product sales are
generally denominated in the local currency. However, in certain markets (such as South America), some product sales are
denominated in non-functional currencies, such as U.S. dollars and euros. Darling Ingredients International hedges a portion of
its non-functional currency product sales.
Our management monitors market conditions and prices for our finished products on a daily basis.
If market
conditions or prices were to significantly change, our management would evaluate and implement any measures that it may
deem necessary to respond to the change in market conditions. For larger formula-based pricing suppliers, the indexing of raw
material cost to finished product prices effectively establishes the gross margin on finished product sales at a stable level,
providing us some protection from finished product price declines.
Finished products produced by the Company are shipped primarily by truck or rail from our plants shortly following
production. While there can be some temporary inventory accumulations at various North American and international locations,
particularly port locations for export shipments, with the exception of collagen and natural casings, inventories rarely exceed
three weeks’ production and, therefore, we use limited working capital to carry those inventories. Our limited inventories also
reduce our exposure to fluctuations in finished-product prices. With respect to collagen and natural casings, Darling Ingredients
International, in contrast, has historically carried much larger inventories due to the manufacturing process and market
dynamics related to those products, which requires a greater amount of working capital to carry these investments. Other factors
that influence competition, markets and the prices that we receive for our finished products include the quality of our finished
products, consumer health consciousness, worldwide credit conditions, currency fluctuations, tariffs, and government aid and
regulations. From time to time, we enter into arrangements with our suppliers of raw materials pursuant to which these
suppliers have the option to buy back our finished products at market prices.
The Company operates a fleet of trucks, trailers and railcars to transport raw materials from suppliers and finished
products to customers or ports for transportation by ship.
It also utilizes third party freight companies to cost-effectively
transfer materials and augment our in-house logistics fleet. Within our bakery and international by-products divisions, except
for Rendac, substantially all inbound and outbound freight is handled by third party logistics companies.
COMPETITION
We believe we are the only global ingredients company with products generated principally from animal-origin raw
material types; however, we compete with a number of regional and local players in our various sub-segments and end markets.
The procurement of raw materials generally presents greater challenges to our business than the sale of finished
products. In North America, consolidation within the meat processing industry has resulted in bigger and more efficient
slaughtering operations, the majority of which utilize “captive” renderers (rendering operations integrated with the meat or
poultry packing operation). At the same time, there has been limited to no growth in the number of small meat processors,
which have historically been a dependable source of supply for non-captive renderers, such as us.
In addition, the slaughter
rates in the meat processing industry are subject to economic conditions and, as a result, during periods of economic decline,
the availability, quantity and quality of raw materials available to the independent renderers decreases. These factors have been
offset, in part, however, by increasing environmental consciousness. The need for food service establishments in the United
States to comply with environmental regulations concerning the proper disposal of used restaurant cooking oil should continue
to provide a growth area for this raw material source. The rendering industry is highly fragmented with a number of local
In North America, we compete with other rendering, restaurant
slaughtering operations that provide us with raw materials.
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services and bakery residual businesses, and alternative methods of disposal of animal processing by-products and used
restaurant cooking oil provided by trash haulers, waste management companies, biodiesel companies, anaerobic digestion
companies and others. In addition, U.S. food service establishments have increasingly experienced theft of used cooking oil. A
number of our competitors for the procurement of raw material are experienced, well-capitalized companies that have
significant operating experience and historic supplier relationships. Competition for available raw materials is based primarily
on price and proximity to the supplier.
In marketing our finished products domestically and internationally, we face competition from other processors and
from producers of other suitable ingredient alternatives. However, we differentiate ourselves through the scope and depth of
our product portfolio and geographic footprint. While we compete with a number of well capitalized companies across our
business, such as Cargill, Inc., Tyson Foods, Inc. and JBS & Company in the U.S. products business, and others in the global
collagen, bone products, and blood products business, we do not have a single competitor that we compete with across all of our
products or geographies.
SEASONALITY AND SEVERE WEATHER
Although the amount of raw materials made available to us in each of our segments by our suppliers is relatively stable
on a weekly basis, it is impacted by seasonal factors, including holidays, during which the availability of raw materials declines
because major meat and poultry processors are not operating, and cold and other severe weather and natural disasters, which
can hinder the collection of raw materials and may increase with the physical impacts of climate change. Warm weather can
also adversely affect the quality of raw materials processed and our yields on production because raw material deteriorates more
rapidly in warm weather than in cooler weather. Weather can vary significantly from one year to the next and may impact the
comparability of our operating results between periods. The amount of bakery residuals we process generally increases during
the summer from June to September. Collagen sales generally decline in the summer.
CLIMATE CHANGE
There is a growing global concern that carbon dioxide and other greenhouse gases in the atmosphere may have an
adverse impact on global temperatures, weather patterns and the frequency of extreme weather and natural disasters. We are
subject to physical, operational, transitional and financial risks associated with climate change and global, regional and local
weather conditions, as well as by legal, regulatory and market responses to climate change. We assess climate-related
regulatory risks as part of our risk management process; however due to the level of uncertainty regarding what legislative or
regulatory requirements may be enacted, we are unable to estimate the impact of climate-related developments on our results of
operations or financial condition. For more information on the risks we face related to climate change, including potential
regulatory developments that may increase our operating costs, please see the risk factors in Item 1A. Risk Factors, under the
captions “Seasonal factors and weather, including the physical impacts of climate changes, can impact the availability, quality
and volume of raw materials that we process and negatively affect our operations;” “Our operations are subject to various
laws, rules and regulations including those relating to the protection of the environment and to health and safety, and we could
incur significant costs to comply with these requirements or be subject to sanctions or held liable for environmental damages;”
and “We may not be able to achieve reduction of our greenhouse gas emissions and other sustainability goals.”
INTELLECTUAL PROPERTY
The Company maintains valuable trademarks, service marks, copyrights, trade names, trade secrets, proprietary
technologies and similar intellectual property, and considers our intellectual property to be of material value. We have
registered or applied for registration of certain of our intellectual property, including the tricolor triangle used in our signage
and logos and the names “Darling,” “Darling Ingredients”, “Griffin Industries,” “Dar Pro Solutions,” “Dar Pro,” “Rousselot,”
“Sonac,” “FASA,” “Ecoson,” “Rendac,” “Rothsay,” “Nature Safe,” “CleanStar,” “Peptan,” “Cookie Meal,” and “Bakery
Feeds,” and certain patents, both domestically and internationally, relating to the process for preparing nutritional supplements
and the drying and processing of raw materials.
HUMAN CAPITAL
We are committed to having an engaged, diverse and inclusive workplace that fosters learning, development and
innovation, and we are committed to building a culture and working environment that is inclusive and respectful for all, and
where our employees can do their best work and feel valued for their contributions. We are keenly aware that our people are
fundamental to the ongoing success of our business. Accordingly, we are committed to the health, safety and wellness of our
employees. In this regard, we have a strong health and safety program that focuses on implementing policies and training
programs, as well as performing self-audits, to ensure that our employees remain injury free. In addition, we continue to
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monitor COVID-19 and will continue, as appropriate, to implement operational guidelines in our organization consistent with
the applicable governmental and regulatory policies in the geographies we operate intended to protect our employees and
prevent the spread of the virus.
We retain talent by providing employees with training, mentoring and career development. To facilitate growth and
development, we’ve put several initiatives in place, including leadership training programs such as Darling Leadership
Academy, Darling University and Darling Involve International Leadership Training.
As of December 31, 2022, the Company employed globally approximately 14,600 persons full-time. While we have
no national or multi-plant union contracts, at December 31, 2022, approximately 16% of the Company's North American
employees were covered by multiple collective bargaining agreements. In addition, approximately 30% of Darling Ingredients
International's employees are covered by various collective bargaining agreements. Management believes that our relations
with our employees and their representatives are satisfactory. There can be no assurance, however, that these satisfactory
arrangements will continue, or that new agreements will be reached without union action or on terms satisfactory to us.
REGULATIONS
We are subject to the rules and regulations of various federal, state, local and foreign governmental agencies including,
but not limited to, the following principal governmental agencies in the following countries:
United States
•
The Food and Drug Administration (“FDA”), which regulates pharmaceutical products and food and feed safety. The
FDA is responsible for enforcement of rules (21 C.F.R. 589.2000 and 589.2001, referred to herein as the “BSE Feed
Rule”) to prevent the spread of bovine spongiform encephalopathy (“BSE”), which is commonly referred to as “mad
cow” disease. These regulations prohibit the use of mammalian proteins, with some exceptions, and tallow having
more than 0.15% impurities in feeds for cattle, sheep and other ruminant animals.
In addition, the BSE Feed Rule
prohibits the use of brain and spinal cord material from cattle aged 30 months and older or the carcasses of such cattle,
if the carcasses are not inspected and passed for human consumption and the brain and spinal cord are not removed, in
the feed or food for all animals. The FDA has also implemented restrictions on the use of specified risk materials
(“SRM”), material from nonambulatory disabled cattle, and other specified cattle materials in human food (21 C.F.R.
189.5) and in cosmetics (21 C.F.R. 700.27). In addition, the FDA is responsible for implementing and enforcing the
FDA Food Safety Modernization Act (“FSMA”), which gives FDA a series of powers intended to better protect human
and animal health by adopting a modern, preventive and risk-based approach to food safety regulation. In addition, to
various authorities granted to the FDA by FSMA, the FDA has also finalized major rules under FSMA affecting the
production, importation and transport of human and animal food. These authorities and regulations include:
▪ Mandatory recall authority for adulterated or misbranded foods where the use of or exposure to such foods is
likely to cause serious adverse health consequences or death to humans or animals, if the responsible party
fails to cease distribution and recall such adulterated or misbranded foods voluntarily.
▪
▪
▪
Regulations that define the FDA’s administrative detention authority to include the authority to detain an
article of food if there is reason to believe the food is adulterated or misbranded.
Section 306 of the FSMA provides that the FDA must refuse admission of food into the United States if a
foreign food establishment or foreign government refuses to permit entry for an inspection.
Section 102 of the FSMA amended facility registration requirements in the Federal Food, Drug and Cosmetic
(“FD&C”) Act for domestic and foreign manufacturers, processors, packers or holders of food for human or
animal consumption, to require that facility registrations be renewed during the fourth quarter of each even-
numbered year, beginning October 1, 2012, and that additional information be included in such registrations.
FSMA also provides that, if the FDA determines that food manufactured, processed, packed, received, or held
by a registered facility has a reasonable probability of causing serious adverse health consequences or death
to humans or animals, the FDA may suspend the registration of a facility that created, caused, or was
otherwise responsible for such reasonable probability, or knew or had reason to know of such probability and
packed, received, or held the food.
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▪
▪
The FDA has issued final rules for preventive controls (“PCs”) for human food and animal feed (“Human
Food PC Rule” and “Animal Food PC Rule,” respectively), which apply to registered FDA facilities that
manufacture, process, pack and hold human or animal food and require these facilities to establish and
implement written food safety plans, which include hazard analyses, PCs to ensure that significant hazards
that are identified as needing to be controlled will be significantly reduced or prevented, monitoring of PCs,
supply-chain controls if appropriate to control a significant hazard, recall plans, corrective action procedures,
verification activities and record keeping standards. The Human Food PC Rule also updates existing Current
Good Manufacturing Practices (“CGMPs”), and the Animal Food PC Rule establishes minimum CGMPs for
the production, holding and distribution of the human or animal food.
The FDA has issued a regulation relating to Foreign Supplier Verification Programs (“FSVP Rule”) requiring
that importers of both human and animal food must develop, follow and maintain written procedures
verifying that their foreign suppliers produce food in a manner that provides the same level of public health
protection as the Human Food PC Rule, Animal Food PC Rule, or FDA’s regulations established under
FSMA regarding produce safety, as appropriate, and must ensure that the suppliers’ food is not adulterated
and is not misbranded with respect to allergen labeling of human food.
▪ Under FSMA, the Sanitary Transportation Food Act of 2005, and FDA’s regulation, sanitary transportation
practices must be used to transport human and animal foods to prevent such food from being adulterated
during transport and applies to shippers, loaders, carriers by motor vehicle or rail vehicle, and receivers
engaged in the transportation of food.
▪
▪
▪
The FDA has finalized a rule that requires registered human food facilities to conduct a vulnerability
assessment and implement mitigation strategies, including a written food defense plan, to prevent or mitigate
potential acts of intentional adulteration of food that could harm the public health.
The FDA issued a final rule establishing the Laboratory Accreditation for Analyses of Foods (“LAAF”)
program as required by FSMA section 202(a). Under the LAAF program, FDA will recognize accreditation
bodies that will accredit laboratories to the standards established in this final rule. Laboratories accredited to
the LAAF standard (“LAAF-accredited laboratories”) are authorized to conduct certain food testing as
described in the rule. In September 2022, FDA launched a LAAF Dashboard which maintains a list of FDA-
recognized Accreditation Bodies for the LAAF Program.
The FDA has issued a final rule establishing additional traceability recordkeeping requirements for persons
that manufacture, process, pack, or hold foods that appear on a list of “high risk” foods. The list of high risk
foods includes certain fruits and vegetables, shell eggs, and certain types of seafood, among other products.
Entities that are subject to the rule will be required to establish and maintain traceability program records
containing required information. The compliance date for all persons subject to the rule is January 20, 2026.
Management believes we are in compliance with these provisions of FSMA and the finalized rules.
The FDA also has regulations governing food additives in animal feed and pet food, which could apply to the use of
protein from black soldier fly larvae in such products. The FDA acknowledges that it considers the listing of animal
feed and pet food ingredients in the Association of American Feed Control Officials (“AAFCO”) Official Publication
to permit marketing of such ingredients in interstate commerce, provided there are no safety concerns regarding the
use or composition of the ingredients. See Item 1A “Risk Factors - Our business may be affected by the impact of
animal related disease, such as BSE and other food safety issues,” for more information regarding the BSE Feed Rule.
•
The United States Department of Agriculture (“USDA”), which has authority over meat, poultry, and egg products and
inspects producers to ensure compliance with applicable laws and regulations. Within the USDA, two agencies
exercise direct regulatory oversight of our activities:
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- Animal and Plant Health Inspection Service (“APHIS”) certifies facilities and claims made for
exported materials to meet importing country requirements and establishes and enforces import
requirements for live animals and animal by-products as well as plant products, and
- Food Safety and Inspection Service (“FSIS”) regulates sanitation and biosecurity of our facilities and
our food safety programs at plants producing edible fats and meats, among other things.
In 2004, FSIS issued three interim final rules designed to enhance its BSE safeguards in order to minimize
human exposure to BSE infective tissues and assure consumers of the safety of the meat supply. These regulations
prohibited non-ambulatory animals from entering the food chain, required removal of SRMs at slaughter and
prohibited carcasses from cattle tested for BSE from entering the food chain until the animals tested negative for BSE,
In 2007, FSIS published an affirmation of the interim final rules concerning prohibition of
among other provisions.
SRMs and non-ambulatory animals and the use of stunning devices, with several amendments.
In 2007, APHIS implemented revised import regulations to allow Canadian cattle 30 months of age and older
and born on or after March 1, 1999, and bovine products derived from such cattle to be imported into the United States
for any use, if such cattle and products complied with specific FDA and FSIS regulations. Imports of Canadian cattle
younger than 30 months of age have been allowed since March 2005. Imports of SRMs from Canadian-born cattle
slaughtered in Canada are not permitted. In 2014, APHIS implemented amended import regulations concerning cattle
and bovine products. The final rule established a system for classifying regions as to BSE risk that is consistent with
international standards set by the World Organization for Animal Health (“OIE”), and based importation requirements
for cattle and beef products on: (i) the inherent risk of BSE infectivity in the commodity to be imported and (ii) the
BSE risk status of the region from which the commodity originates.
•
•
•
•
•
•
The U.S. Environmental Protection Agency (“EPA”), which regulates air and water discharges and hazardous and solid
waste requirements among other environmental requirements, as well as local and state environmental agencies with
jurisdiction over environmental matters affecting the Company's operations. The EPA also administers the National
Renewable Fuel Standard Program (“RFS2”).
The Association of American Feed Control Officials (“AAFCO”), which is a voluntary membership association of
state, and federal agencies that regulate the sale and distribution of animal feeds and animal drug remedies. Although,
AAFCO has no regulatory authority, it brings together stakeholders and works to develop and implement uniform and
equitable laws, regulations, standards, definitions, and enforcement polices for regulating the manufacture, labeling,
distribution and sale of animal feeds.
State Departments of Agriculture, which regulate animal by-product collection and transportation procedures and
animal feed quality.
The United States Department of Transportation (“USDOT”), as well as local and state transportation agencies, which
regulate the operation of our commercial vehicles.
The U.S. Occupational Safety and Health Administration (“OSHA”), which is the main federal agency charged with
the enforcement of worker safety and health legislation.
The Securities and Exchange Commission (“SEC”), which regulates securities and information required in annual,
quarterly and other reports filed by publicly traded companies.
European Union and EU Member States
•
•
The European Union, which has competence to adopt legislation which is binding on the EU Member States and, as
regards regulations, their citizens, related to inter alia, employment and social affairs, agriculture, environment,
consumer protection and public health.
EU Member States must correctly transpose EU Directives in their national legislation and apply EU Regulations, and
in particular ensure adequate and effective enforcement, control and supervision of the relevant principles such as
minimum safety and health requirements for the workplace and use of work equipment by workers. The EU
Directives may allow EU Member States to maintain or establish more stringent measures in their own legislation. In
general, each EU Member State is responsible for regulating health and safety at work and labor inspection services
and is in charge of controlling compliance with applicable legislation and regulations.
Page 15
•
The European Commission, which is the European Union’s executive arm and is responsible for drawing up proposals
for new EU legislation and implementing the decisions of the European Parliament and the Council of the EU.
Relevant Directorate Generals include, but are not limited to:
• Directorate-General for Health and Food Safety, which is responsible for EU policy on food safety and health
and for monitoring the implementation of related EU legislation, including but not limited to food, feed, human
and animal health, technical uses of animal by-products and packaging.
• Directorate-General for the Environment, which is responsible for EU policy on the environment and for
monitoring the implementation of related EU legislation, including but not limited to Directive 2010/75/EU on
Industrial Emissions (Integrated Pollution Prevention and Control) and, together with other Directorate-Generals
of the European Commission, the Best Available Techniques Reference Document on the Slaughterhouses and
Animal By-products Industries.
Relevant Agencies and Authorities include, but are not limited to:
•
•
•
The European Medicines Agency, which is responsible for the scientific evaluation, supervision and safety
monitoring of medicinal products for human and veterinary use in the EU and establishes guidance amongst others
for bovine-containing medicinal products for human or veterinary use, and maximum residue limits.
The European Chemicals Agency, which is responsible for the implementation of Regulation (EC) No 1907/2006
on the Registration, Evaluation, Authorisation and Restriction of Chemicals.
The European Food Safety Authority, which advises the European Commission, the European Parliament and the
EU Member States on food safety matters, including on animal feed, animal health and welfare, biological hazards
and contaminants.
The Council of Europe's, European Directorate for the Quality of Medicine and Healthcare, which establishes quality
standards for safe medicinal products for human and veterinary use in Europe by developing guidance and standards in
the areas of blood transfusion, organ, cell and tissue transportation and consumer health issues.
The EU Member States’ national competent authorities responsible for, including but not limited to, human and animal
medicinal products, issuing permits, approvals and registrations to establishments or plants engaged in certain
activities related to the handling of animal by-products and food and feed production, human and animal health and
feed production, environmental regulation, including waste management, collection and transport of animal by-
products, as well as health and safety of workers.
•
•
United Kingdom
•
•
•
•
The Medicines and Healthcare products Regulatory Agency (“MHRA”), is an executive agency of the Department of
Health and Social Care and is responsible for, inter alia, ensuring the safety of medicinal products for human and
veterinary use.
The Animal and Plant Health Agency (“APHA”) is an executive agency of the Department for Environment, Food and
Rural Affairs and is responsible for protecting the health and welfare of the general public and animals from disease.
The APHA issues permits, approvals and registrations to plants carrying out certain activities related to the handling of
animal by-products. Feed businesses need to be approved or registered with their local authority trading standards
office.
The Food Standards Agency (“FSA”), which is responsible for safeguarding public health, including in relation to food
and feed. The FSA supports the control of BSE. Local authorities are responsible for delivering activities such as
inspections, audits and surveillance, sampling in most food and feed establishments.
The United Kingdom’s Health and Safety Executive is the government body responsible for enforcing health and
safety at work legislation, such as the Health and Safety at Work Act 1974, and enforcing health and safety law in
industrial workplaces, together with local authorities.
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Canada
•
•
•
•
The Canadian Food Inspection Agency (“CFIA”), which regulates animal health and the disposal of animals and their
products or by-products.
Canadian provincial ministries of agriculture and the environment, which regulate food safety and quality, air and
water discharge requirements and the disposal of deadstock.
The Canadian Department of the Environment (“Environment Canada”), which ensures compliance with Canadian
federal air and water discharge and wildlife management requirements and the various provincial and local
environmental ministries and agencies.
The Canadian Technical Standards and Safety Authority (“TSSA”), a non-profit organization that regulates the safety
of fuels and pressure vessels and boilers.
China
•
•
•
The General Administration of Quality Supervision, Inspection and Quarantine, which supervises the import and
export of food and feed.
The Ministry of Health of the People’s Republic of China, which establishes standards for food and pharmaceutical
products.
The Chinese Pharmacopeia, which establishes standards for pharmaceutical products.
• Ministry of Environmental Protection of the People's Republic of China, which regulates the environmental protection
standards.
• Ministry of Labor and Social Security of the People's Republic of China, which establishes the regulations of labor,
welfare and health insurance.
•
State Administration of Work Safety, which establishes the work safety standards and regulations.
Brazil
•
The Ministry of Agriculture, Cattle and Supply (Ministério da Agricultura, Pecuária e Abastecimento), which
regulates the production of collagen.
• Ministry of Labor (Ministério do Trabalho), which regulates labor health and safety.
•
•
National Water Agency (ANA), which regulates waste water discharge permits.
State Government Agency CETESB, responsible for the control, supervision, monitoring and licensing process for
pollution generating activities.
Australia
•
•
•
•
•
The Australian Quarantine and Inspection Service, which regulates the import and export of agricultural products,
including animal by-products.
The Department of Agriculture, Fisheries and Forestry, which administers meat and animal by-product legislation.
PrimeSafe, which is the principal regulator of meat and animal by-product businesses in the State of Victoria.
The Australian Competition and Consumer Commission, which regulates Australia’s competition and consumer
protection law.
The Australian Securities and Investments Commission, which regulates Australia’s company and financial services
laws.
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• Worksafe Victoria, which is the regulator responsible for administering and enforcing occupational health and safety
laws and regulations in the State of Victoria.
•
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Environment Protection Authority Victoria, which administers environmental protection laws in Victoria.
Goulburn-Murray Rural Water Corporation, which manages allocation and use of water under local water laws in
Victoria.
Rules and regulations promulgated by these and other agencies may influence our operating results at one or more
facilities.
AVAILABLE INFORMATION
We make available, free of charge, through our investor relations web site, our reports on Forms 10-K, 10-Q and 8-K,
and amendments to those reports, as well as all other filings with the SEC, as soon as reasonably practicable after such materials
are electronically filed with, or furnished to, the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act.
The Company's website is http://www.darlingii.com and the address for the Company's investor relations web site is
http://ir.darlingii.com. Information contained on these websites is not and should not be deemed to be a part of this report or
any filing filed with, or furnished to, the SEC by us. Alternatively, these reports may be accessed at the SEC’s web site at
http://www.sec.gov.
ITEM 1A. RISK FACTORS
An investment in Darling involves substantial risks. In consultation with your financial, tax and legal advisors, you
should carefully consider, among other matters, the following risks described in, as well as the other information contained in
or incorporated by reference into, this report. If any of the events described in the following risk factors actually occur, our
business, financial condition, prospects or results of operations could be materially adversely affected, the market price of our
common stock could decline and you may lose all or part of your investment in the common stock. The risks and uncertainties
described below are not the only risks we face. Additional risks and uncertainties that are not currently known or that are
currently deemed to be immaterial may also materially and adversely affect our business operations and financial condition or
the market price of our common stock. The risks described below also include forward-looking statements and our actual
results may differ substantially from those discussed in these forward-looking statements. See the section entitled “Forward-
Looking Statements” in this report.
Summary of Risk Factors
The following is a summary of some of the risks and uncertainties that could materially and adversely affect our
business, operating results, financial condition and the actual outcome of matters as to which forward-looking statements are
made in this report. In addition to the summary below, you should carefully review the detailed risk factors discussed later in
this section.
Risks and uncertainties that may affect, or have affected, our business, operating results and financial condition include, but are
not limited to, the following:
The prices of many of our products are subject to significant volatility associated with commodities markets;
Our business is dependent on the procurement of raw materials, which is the most competitive aspect of our business;
The DGD Joint Venture subjects us to a number of risks;
Our biofuels business may be affected by energy policies of U.S. and foreign governments;
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• We are highly dependent on natural gas, diesel fuel and electricity, the price of which can be volatile, and such
dependency could materially adversely affect our business;
A significant percentage of our revenue is attributable to a limited number of suppliers and customers;
Certain of our operating facilities are highly dependent upon a single or a few suppliers;
•
•
• We face risks associated with our international activities, which could negatively affect our sales to customers in
•
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foreign countries and our operations and assets in such countries;
Seasonal factors and weather, including the physical impacts of climate changes, can impact the availability, quality
and volume of raw materials that we process and negatively affect our operations;
If we or our customers are the subject of product liability or other claims or product recalls, we may incur significant
and unexpected costs and our business reputation could be adversely affected;
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•
In certain markets we are highly dependent upon a single operating facility and various events beyond our control
could cause an interruption in the operation of our facilities, which could adversely affect our business in those
markets;
• Media campaigns related to feed and food ingredient production or fuel production present reputational and other
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risks;
An impairment in the carrying value of our goodwill or other intangible assets may have a material adverse effect on
our results of operations;
Our operations are subject to various laws, rules and regulations including those relating to the protection of the
environment and to health and safety, and we could incur significant costs to comply with these requirements or be
subject to sanctions or held liable for environmental damages;
Our business may be negatively impacted by the occurrence of any disease correctly or incorrectly linked to animals;
Our business may be affected by the impact of animal related disease, such as BSE and other food safety issues;
Pandemics, epidemics or disease outbreaks, such as the novel coronavirus (“COVID-19”), may disrupt our business,
including, among other things, our supply chain and production processes, each of which could materially affect our
operations, liquidity, financial condition and results of operations;
• We may be subject to work stoppages at our operating facilities, which could cause interruptions in the manufacturing
•
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or distribution of our products;
Certain U.S. multiemployer defined benefit pension plans to which we contribute are underfunded and these plans may
require minimum funding contributions;
Our substantial level of indebtedness could adversely affect our financial condition;
Despite our existing level of indebtedness, we and our subsidiaries may still be able to incur substantially more
indebtedness, which could further exacerbate the risks to our financial condition described above;
• We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other
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actions to satisfy our obligations under our indebtedness, which may not be successful;
Our ability to repay our indebtedness depends in part on the performance of our subsidiaries, including our non-
guarantor subsidiaries, and their ability to make payments;
The market price of our common stock has been and may continue to be volatile, which could cause the value of your
investment to decline;
Our ability to pay any dividends on our common stock may be limited and, consequently, your ability to achieve a
return on your investment will depend on appreciation in the price of our common stock;
Future sales of our common stock or the issuance of other equity may adversely affect the market price of our common
stock;
Our common stock is an equity security and is subordinate to our existing and future indebtedness;
The issuance of shares of preferred stock could adversely affect holders of common stock, which may negatively
impact your investment;
• We may incur material costs and liabilities in complying with government regulations;
•
Downturns and volatility in global economies and commodity and credit markets could materially adversely affect our
business, results of operations and financial condition;
• We may not successfully identify and complete acquisitions on favorable terms or achieve anticipated synergies
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relating to any acquisitions, and such acquisitions could result in unknown liabilities, unforeseen operating difficulties
and expenditures and require significant management resources;
Our business may be adversely impacted by fluctuations in foreign currency exchange rates, which could affect our
ability to comply with our financial covenants;
Large capital projects can take many years to complete, and market conditions could deteriorate over time, negatively
impacting project returns;
Changes in consumer preference could negatively impact our business;
If we experience difficulties or a significant disruption in our information systems or if we fail to implement new
systems and software successfully, our business could be materially adversely affected;
Increased information technology security threats and more sophisticated computer crime pose a risk to our systems,
networks, products and services;
Our success is dependent on our key personnel;
•
• We could have a material weakness in our internal control over financial reporting that would require remediation;
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Changes in our tax rates or exposure to additional income tax liabilities could impact our profitability;
Litigation or regulatory proceedings may materially adversely affect our business, results of operations and financial
condition;
Our European pension funds may require minimum funding contributions;
The insurance coverage that we maintain may not cover, or fully cover, all operational risks, and if the number or
severity of claims for which we are self-insured increases, if we are required to accrue or pay additional amounts
because the claims prove to be more severe than our recorded liabilities, if our insurance premiums increase or if we
are unable to obtain insurance at acceptable rates or at all, our financial condition and results of operations may be
materially adversely affected;
•
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• We may divest of certain of our brands or businesses from time to time, which could adversely affect us;
•
Terrorist attacks or acts of war may cause damage or disruption to us and our employees, facilities, information
systems, security systems, suppliers and customers, which could materially and adversely affect our net sales, costs
and expenses and financial condition;
• We may be unable to protect our intellectual property rights;
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Our products, processes, methods, and equipment may infringe upon the intellectual property rights of others, which
may cause us to incur unexpected costs or prevent us from selling our products;
The healthcare reform legislation in the United States and its implementing regulations could impact the healthcare
benefits we are required to provide our employees in the United States and cause our compensation costs to increase,
potentially reducing our net income and adversely affecting our cash flows;
• We may incur significant charges and experience disruptions or losses of customer and/or supplier relationships in the
event we close or divest all or part of a manufacturing plant or facility;
• We may not be able to achieve reduction of our greenhouse gas emissions and other sustainability goals; and
•
The United Kingdom's withdrawal from the EU could have an adverse effect on our business, investments and future
operations in Europe.
Risks Related to the Company
The prices of many of our products are subject to significant volatility associated with commodities markets.
Our principal finished products in our Feed Ingredients segment include MBM, PM, BFT, YG, PG, BBP and hides,
which are commodities. We also manufacture and sell a number of other products that are derived from animal by-products and
many of which are commodities or compete with commodities. The prices of these commodities are quoted on, or derived from
prices quoted on, established commodity markets. Accordingly, our results of operations will be affected by fluctuations in the
prevailing market prices of these finished products or of other commodities that may be substituted for our products by our
customers. Historically, market prices for commodity grains, fats and food stocks have fluctuated in response to a number of
factors, including global changes in supply and demand resulting from changes in local and global economic conditions, global
government agriculture programs, energy policies of U.S. and foreign governments, and international agricultural trading
policies, the impact of disease outbreaks on protein sources and the potential effect on supply and demand, as well as weather
conditions during the growing and harvesting seasons. While we seek to mitigate the risks associated with price declines, a
significant decrease in the market price of any of our products or of other commodities that may be substituted for our products
would have a material adverse effect on our results of operations and cash flow. Furthermore, rapid and material changes in
finished goods prices, including competing agricultural-based alternative ingredients, generally have an immediate and, often
times, material impact on the Company’s gross margin and profitability resulting from the brief lapse of time between the
procurement of the raw materials and the sale of the finished goods. Increases in the market prices of raw materials would
require us to raise prices for our premium, value-added and branded products to avoid margin deterioration. There can be no
assurance as to whether we could implement future price increases in response to increases in the market prices of raw materials
or how any such price increases would affect future sales volumes to our customers. Our results of operations could be
materially and adversely affected in the future by this volatility. Furthermore, an increased preference by meat processors for
alternative feed ingredients, such as all vegetable diets in the case of poultry producers, could negatively impact the prices of
certain of our finished products which would need to be sold to alternative markets and destinations.
The prices available for the Company’s Food Ingredients segment’s collagen, edible fats and natural casings products
are influenced by other competing ingredients, including plant-based and synthetic hydrocolloids and artificial casings. In the
collagen operation, in particular, the cost of the Company's animal-based raw material moves in relationship to the selling price
of the finished goods. The processing time for the Food Ingredients segment's collagen and casings is generally 30 to 60 days,
which is substantially longer than the Company's Feed Ingredients segment's animal by-products operations. Consequently, the
Company’s gross margin and profitability in this segment can be influenced by the movement of finished goods prices during
the period from when the raw materials were procured until the finished goods are sold.
The Company’s Fuel Ingredients segment, which converts fats and oils into renewable diesel, organic sludge and food
waste into biogas, and fallen stock into low-grade energy sources, is impacted by world energy prices for oil, electricity and
natural gas, as well as potential competition from the adoption of non-rendered feedstock in biodiesel markets.
Our business is dependent on the procurement of raw materials, which is the most competitive aspect of our business.
Our management believes that the most competitive aspect of our business is the procurement of raw materials rather
than the sale of finished products. Many of our raw materials are derived directly or indirectly from animal by-products, which
results in the following challenges:
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In North America, consolidation within the meat processing industry has resulted in bigger and more efficient
slaughtering operations, the majority of which utilize “captive” rendering (rendering operations integrated with the
meat or poultry packing operation).
Concurrently, there has been limited to no growth in the number of small U.S. meat processors, which have
historically been a dependable source of supply for non-captive or independent U.S. renderers, such as us.
The slaughter rates in the U.S. and international meat processing industry are subject to decline during poor economic
conditions when consumers generally reduce their consumption of protein, and as a result, during such periods of
decline, the availability, quantity and quality of raw materials available to independent renderers, such as us, decreases.
In addition, the Company has seen an increase in the use of used cooking oil in the production of biofuels, which has
increased competition for the collection of used cooking oil from restaurants and other food service establishments and
contributed to an increase in the frequency and magnitude of theft of used cooking oil in the United States.
Furthermore, a decline in the general performance of the global economy (including a decline in consumer confidence
and inflation) and an inability of consumers and companies to obtain credit in the financial markets could have a
negative impact on our raw material volume, such as through the forced closure of any of our raw material suppliers. A
significant decrease in available raw materials or a closure of a significant number of raw material suppliers could
materially and adversely affect our business, results of operations and financial condition, including the carrying value
of certain of our assets.
The rendering industry is highly fragmented and both the rendering and bakery residual industries are very competitive.
We compete with other rendering businesses and alternative methods of disposal of animal by-products, bakery residue and
used cooking oil provided by trash haulers, waste management companies and biodiesel companies, as well as the alternative of
illegal disposal. See Item 1. “Competition.” In addition, U.S. restaurants experience theft of used cooking oil, the frequency and
magnitude of which increases with the rise in value of used cooking oil. Depending on market conditions, we either charge a
collection fee to offset a portion of the cost incurred in collecting raw material, collect on a no pay/no charge basis or will pay
for the raw material. To the extent suppliers of raw materials look to alternate methods of disposal, whether as a result of our
collection fees being deemed too expensive, the payments we offer being deemed too low or otherwise, our raw material supply
will decrease and our collection fee revenues will decrease, which could materially and adversely affect our business, results of
operations and financial condition. In addition, the amount of raw material acquired, which has a direct impact on the amount of
finished goods produced, can also have a material effect on our gross margin reported, as the Company has a substantial amount
of fixed operating costs. In addition, we utilize an extensive vehicle fleet to collect and transport raw material, for which we
compete with other industries for qualified drivers. The U.S. has been experiencing a growing shortage of truck drivers. Our
failure to hire and retain a sufficient number of truck drivers to operate our fleet could negatively impact our ability to collect
and transport raw material in an efficient and cost-effective manner.
A majority of the Company's U.S. volume of animal by-product raw materials, including all of its significant U.S.
poultry accounts, and substantially all of the Company's U.S. bakery feed raw materials, are acquired on a “formula basis,”
which allow us to adjust our costs of materials based on changes in the price of our finished products, and are in most cases set
forth in contracts with our suppliers, generally with multi-year terms. The formulas provided in these contracts are reviewed
and modified during the term and at renewal of the contracts to maintain acceptable risk allocations between us and our
suppliers related to movements in commodity prices. Changes to these formulas or the inability to renew such contracts could
have a material adverse effect on our business, results of operations and financial condition. A majority of the Company's
Canadian volume of animal by-product raw materials are acquired based on prices fixed on a monthly basis with suppliers, with
the remaining portion acquired on a “formula basis.” A majority of Darling Ingredients International’s volume of animal by-
product raw materials are acquired at spot or quarterly fixed prices.
The DGD Joint Venture subjects us to a number of risks.
In January 2011, Darling, through a wholly-owned subsidiary, entered into a limited liability company agreement (as
subsequently amended, the “DGD LLC Agreement”) with a wholly-owned subsidiary of Valero to form the DGD Joint
Venture, which was formed to design, engineer, construct and operate the DGD St. Charles Plant. Since that time, the DGD
Joint Venture has completed several expansion projects, and it currently operates the DGD St. Charles Plant and the DGD Port
Arthur Plant. As of December 31, 2022, under the equity method of accounting, we had an investment in the DGD Joint
Venture of approximately $1.9 billion included on the consolidated balance sheet. There is no assurance that the DGD Joint
Venture will continue to be profitable or allow us to continue to make a return on our investment.
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DGD’s operations are conducted through a joint venture with Valero. Accordingly, we share control with our joint
venture partner over certain economic, legal and business interests of DGD, who may have economic, business, or legal
interests, opportunities, or goals that are inconsistent with or different from our opportunities, goals, and interests, or may have
different liquidity needs or financial condition characteristics than our own, be subject to different legal or contractual
obligations than we are, or be unable to meet their obligations. For instance, while we share certain management rights with our
joint venture partner under the DGD LLC Agreement, we do not have full control of every aspect of DGD’s business and
certain significant decisions concerning DGD, including, among others, the acquisition or disposition of assets above a certain
value threshold, making certain changes to DGD’s business plan, raising debt or equity capital, DGD’s distribution policy, and
entering into particular transactions, which also require certain approvals from our joint venture partner. Failure by us or our
joint venture partner to adequately manage the risks associated with DGD, and any differences in views among us and our joint
venture partner could prevent or delay actions that are in the best interests of us or the DGD Joint Venture and could have a
material adverse effect on our, or the DGD Joint Venture’s, financial condition, results of operations and liquidity.
The DGD Joint Venture is dependent on governmental energy policies and programs, such as the National Renewable
Fuel Standard Program (“RFS”) and low carbon fuel standards (“LCFS”) (such as in the state of California), which positively
impact the demand for and price of renewable diesel. Any changes to, a failure to enforce or a discontinuation of any of these
programs could have a material adverse effect on the DGD Joint Venture. See the section entitled “Risk Factors-Risks Related
to the Company-Our biofuels business may be affected by energy policies of U.S. and foreign governments.” Additionally, there
may be new entrants into the renewable fuels industry or new technologies developed that could meet demand for lower-carbon
transportation fuels and modes of transportation in a more efficient or less costly manner than our technologies and products,
which could also have a material adverse effect on the DGD Joint Venture. For instance, several other companies have made, or
announced interest in making, investments in renewable diesel projects. Should these projects develop, the DGD Joint Venture
would face competition from them for feedstocks and customers, which could strain margins on the products it sells and limit
the growth and profitability of the DGD Joint Venture. It is not possible at this time to predict the ultimate form, timing, or
extent of any such developments; however, a reduction in the demand for the DGD Joint Venture’s products as a result of any
of the foregoing events could materially and adversely affect our business, financial condition, results of operations, and
liquidity.
In addition, the operation of a joint venture such as this involves a number of risks that could harm our business and
result in the DGD Joint Venture not performing as expected, such as:
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problems integrating or developing operations, personnel, technologies or products;
the unanticipated breakdown or failure of equipment or processes, including any unforeseen issues that may arise in
connection with the operation of the DGD Facilities or completion and startup of any expansion projects, or the
possibility of equipment failure as a result of materials degradation;
the inaccuracy of our assumptions about prices for the renewable diesel that the DGD Joint Venture produces;
unforeseen engineering or environmental issues, including new or more stringent environmental regulations affecting
operations;
unforeseen capital contributions required under the DGD LLC Agreement;
the inaccuracy of our assumptions about the timing and amount of anticipated revenues and operating costs including
feedstock prices;
the diversion of management time and resources;
difficulty in obtaining and maintaining permits and other regulatory issues, potential license revocation and changes in
legal requirements;
difficulties in establishing and maintaining relationships with suppliers and end user customers;
the risk that one or more competitive new renewable diesel plants are constructed that use different technologies from
the DGD Joint Venture and result in the marketing of products that are more effective as a substitute for carbon-based
fuels or less expensive than the products marketed by the DGD Joint Venture;
performance below expected levels of output or efficiency;
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disruptions in the ability of the pipelines, vessels, or railroads to transport feedstocks or products because of weather
events (such as hurricanes), accidents, derailment, collision, fire, explosion, governmental regulations, or third-party
actions;
reliance by the DGD Joint Venture on Valero and its adjacent refinery facility for many services and processes;
possible impairment of the acquired assets, including intangible assets, in connection with the occurrence of any other
risks associated with the DGD Joint Venture;
possible third-party claims of intellectual property infringement;
inability to source sufficient feedstocks for the operation; and
being forced to sell our equity interests in the DGD Joint Venture pursuant to buy/sell provisions in the DGD LLC
Agreement such that we would no longer continue to realize the benefits of the DGD Joint Venture.
If any of these risks described above were to materialize and the operations of the DGD Joint Venture were
significantly disrupted, it could have a material adverse effect on our business, financial condition and results of operations.
Our biofuels business may be affected by energy policies of U.S. and foreign governments.
Prices for our finished products may be impacted by worldwide government policies relating to renewable fuels and
greenhouse gas emissions (“GHG”). Programs like RFS and LCFS and tax credits for biofuels both in the United States and
abroad are subject to revision and change which may impact the demand for our finished products.
Pursuant to the requirements established by the Energy Independence and Security Act of 2007, the finalized 2010 RFS
regulation mandated the domestic use of biomass-based diesel (biodiesel, renewable diesel or renewable jet fuel) of 1.0 billion
gallons in 2012 and a minimum of 1.0 billion gallons of biomass-based diesel for 2012 and subsequent years. This amount is
subject to increase by the Administrator of the EPA. The volume mandates for 2022 were 2.76 billion gallons for biomass-
based diesel, 5.63 billion Renewable Identification Numbers (“RINs”) for advanced biofuel, and 20.63 billion RINs for total
renewable fuel.
In December of 2022, the EPA published a proposed rule that, if finalized, would establish required RFS volumes for
2023, 2024, and 2025. For biomass-based diesel, the EPA proposed 2.82 billion gallons for 2023, 2.89 billion gallons for 2024,
and 2.95 billion gallons for 2025. For the advanced biofuel category, the EPA proposed 5.82 billion RINs for 2023, 6.62 billion
RINs for 2024, and 7.43 billion RINs for 2025. For total renewable fuel, the EPA proposed 20.82 billion RINs for 2023, 21.87
billion RINs for 2024, and 22.68 billion RINs for 2025. The deadline for comments to the proposed rule was February 10, 2023.
The EPA is expected to finalize the regulation no later than June 14, 2023, as required pursuant to the consent decree in Growth
Energy vs. EPA, No. 1:22-cv-01191 (D.D.C.).
For RFS compliance purposes, biomass-based diesel credits (RINs) satisfy the biomass-based diesel requirement, the
overall advanced biofuel requirement, and the total renewable fuel requirement. In order to generate a RIN, each type of fuel
from each type of feedstock is required to reduce GHG emissions by levels specified in the regulation. The EPA has determined
that biodiesel or renewable diesel produced from waste oils, fats, and greases exceed the 50% threshold established by the
regulation to generate advanced biofuel and biomass-based diesel RINs.
In December of 2019, the blender tax credit was extended for calendar years 2020, 2021, and 2022 at $1.00 per gallon.
In August of 2022, as part of the Inflation Reduction Act of 2022, the blender tax credit was extended as is until December 31,
2024. After 2024, the Clean Fuels Production Credit (CFPC) becomes effective from 2025 through 2027. Under the CFPC, on-
road transportation fuel receives a credit equal to either $0.20/gallon or $1.00/gallon multiplied by the fuel’s emission reduction
percentage. In order to receive the $1.00 per gallon baseline, the fuel must be produced at a qualifying facility that must meet
prevailing wage and apprenticeship requirements. In contrast to the BTC, the CFPC requires that production must take place in
the United States. As a blender, the DGD Joint Venture has recorded approximately $761.1 million of blender tax credits for
fiscal 2022, with Darling's portion equaling 50%. Under the CFPC, SAF receives a credit equal to either $0.35/gallon or $1.75/
gallon multiplied by the fuel’s emission reduction percentage. In order to receive the $1.75 per gallon baseline, the fuel must be
produced at a qualifying facility that must meet prevailing wage and apprenticeship requirements, and production must take
place in the United States. While in fiscal 2022, the amount of tax credits for biofuels impacting the Company was material,
legal challenges or changes to, a failure to enforce, reductions in the mandated volumes under, or discontinuing any of these
programs could have a negative impact on our business and results of operations.
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We are highly dependent on natural gas, diesel fuel and electricity, the price of which can be volatile, and such dependency
could materially adversely affect our business.
Our operations are highly dependent on the use of natural gas, diesel fuel and electricity and a disruption in any of them
could have a material adverse effect on the business and results of operations of the affected facility. We consume significant
volumes of natural gas to operate boilers in our plants, which generate steam to heat raw materials, and natural gas prices
represent a significant cost of facility operations included in cost of sales. We also consume significant volumes of diesel fuel to
operate our fleet of tractors and trucks used to collect raw materials, and diesel fuel prices represent a significant component of
cost of collection expenses included in cost of sales. Prices for both natural gas and diesel fuel can be volatile, partially due to
the ongoing war between the Russian Federation and Ukraine and the inflationary environment, and therefore represent an
ongoing challenge to our operating results. Although we continually manage these costs and hedge our exposure to changes in
fuel prices through our formula pricing, and from time to time, derivatives, a material increase in prices for natural gas and/or
diesel fuel over a sustained period of time could materially adversely affect our business, results of operations and financial
condition. We also require a significant amount of electricity in operating certain of our facilities, a significant increase in the
cost of which could have a material adverse effect on the business and results of operations of the affected facility.
A significant percentage of our revenue is attributable to a limited number of suppliers and customers.
In fiscal year 2022, the Company's top ten customers for finished products accounted for approximately 40% of product
sales. In addition, the Company's top ten raw material suppliers accounted for approximately 26% of its raw material supply in
the same period. Disruptions or modifications to, or termination of, our relationship with any of our significant suppliers or
customers, or financial difficulties experienced by any of our suppliers or customers that lead to curtailment or termination of
their operations, could cause our businesses to suffer significant financial losses and could have a material adverse effect on our
business, earnings, financial condition and/or cash flows.
Certain of our operating facilities are highly dependent upon a single or a few suppliers.
Certain of our operating facilities are highly dependent on one or a few suppliers. Should any of these suppliers choose
alternate methods of disposal, cease their operations, have their operations interrupted by casualty, curtail their operations or
otherwise cease using our collection services, these operating facilities may be materially and adversely affected, which could
materially and adversely affect our business, results of operations and financial condition.
We face risks associated with our international activities, which could negatively affect our sales to customers in foreign
countries and our operations and assets in such countries.
We conduct foreign operations in Europe, Canada, Asia, South America and Australia. While we expect that our
geographical diversity reduces our exposure to risks in any one country or part of the world, it also subjects us to the various
risks and uncertainties relating to international sales and operations, including:
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imposition of tariffs, quotas, trade barriers and other trade protection measures imposed by the United States against
foreign countries or by foreign countries against others regarding the importation of poultry, beef and pork products, in
addition to operating, import or export licensing requirements imposed by various foreign countries;
imposition of border restrictions by foreign countries with respect to the import of poultry, beef and pork products due
to animal disease or other perceived health or safety issues;
change in existing trade agreements, such as the United States-Mexico-Canada Agreement (“USMCA”), which could
negatively impact our business;
impact of currency exchange rate fluctuations between the U.S. dollar and foreign currencies, particularly the euro, the
Canadian dollar, the Chinese renminbi, the Brazilian real, the British pound, the Japanese yen, the Australian dollar
and the Polish zloty, which may reduce the U.S. dollar value of the revenues, profits and cash flows we receive from
non-U.S. markets or of our assets in non-U.S. countries or increase our supply costs, as measured in U.S. dollars in
those markets;
exchange controls and other limits on our ability to import raw materials, import or export finished products or to
repatriate earnings from overseas, such as exchange controls in effect in China, that may limit our ability to repatriate
earnings from those countries;
different regulatory structures (including creditor rights that may be different than in the United States) and unexpected
changes in regulatory environments (including, without limitation, in China), including changes resulting in potentially
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adverse tax consequences or imposition of onerous trade restrictions, price controls, industry controls, animal and
human food safety controls, employee welfare schemes or other government controls;
•
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political or economic instability, social or labor unrest or changing macroeconomic conditions (such as high inflation
rates) or other changes in political, economic or social conditions in the respective jurisdictions;
changes in tax laws or to tax rates in any of the jurisdictions in which we operate and adverse outcomes from tax
audits;
compliance with and enforcement of a wide variety of complex U.S. and non-U.S. laws, treaties and regulations,
including, without limitation, anti-bribery laws such as the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K.
the Brazilian corporate anti-corruption law and similar anti-corruption legislation in many
Bribery Act 2010,
jurisdictions in which we or our joint venture partners operate, as well as economic and trade sanctions enforced by the
U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the European Union (“EU”) and other
governmental entities; and
•
distribution costs, disruptions in shipping or reduced availability or increased costs of freight transportation.
These risks and uncertainties could jeopardize or limit our ability to transact business in one or more of our
international markets or in other developing markets and may have a material adverse effect on our business, results of
operations, cash flows and financial condition. In addition, from time to time certain of our international operations make
contractual prepayments to raw material suppliers in the ordinary course of business, which may subject the Company to
financial risk should any such supplier experience financial difficulties or cease operations.
Seasonal factors and weather, including the physical impacts of climate changes, can impact the availability, quality and
volume of raw materials that we process and negatively affect our operations.
There is a growing global concern that carbon dioxide and other GHG in the atmosphere may have an adverse impact
on global temperatures, weather patterns and the frequency of extreme weather and natural disasters. We are subject to physical,
operational, transitional and financial risks associated with climate change and global, regional and local weather conditions, as
well as legal, regulatory and market responses to climate change. Certain jurisdictions in which we operate have either imposed,
or are considering imposing, new or increasingly stringent legal and regulatory requirements to reduce or mitigate the potential
effects of climate change, including regulation and reduction of GHG and potential carbon pricing programs. These new or
increasingly stringent legal or regulatory requirements could result in significantly increased costs of compliance and additional
investments in facilities and equipment, and reduced raw material supplies in areas where these requirements limit or eliminate
livestock operations. While we assess climate related regulatory risks as part of our risk management process, we are unable to
predict the scope, nature and timing of any new or increasingly stringent environmental laws and regulations and therefore
cannot predict the ultimate impact of such laws and regulations on our business or financial results. We continue to monitor
existing and proposed laws and regulations in the jurisdictions in which we operate and to consider actions we may take to
potentially mitigate the unfavorable impact, if any, of such laws or regulations.
Furthermore, emerging legislation seeks to regulate corporate environmental, social, and governance (“ESG”)
practices, including practices related to the causes and impacts of climate change as well as supply chain control and
compliance with human rights. For example, in December 2022 the EU adopted Directive (EU) 2022/2464 amending
Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, also known as the
Corporate Sustainability Reporting Directive (“CSRD”). The new rules, which apply to all large companies and to listed small
(environmental, social, and
and medium-sized enterprises, require companies to report on how sustainability issues
governance) affect their business and about their own impact on people and the environment. There has also been increased
focus from our stakeholders, including consumers, employees and investors, on our ESG practices. We expect that stakeholder
expectations with respect to ESG will continue to evolve rapidly, which may necessitate additional resources to monitor, report
on, and adjust our operations.
The quantity of raw materials available to us is impacted by seasonal factors, including holidays, when raw material
volumes decline, and cold weather, which can impact the collection of raw materials. In addition, warm weather can adversely
affect the quality of raw materials processed and our yield on production due to more rapidly degrading raw materials. In
addition to seasonal impacts, depending upon the location of our facilities and those of our suppliers, our operations could be
subject to weather impacts, including the physical impacts of climate changes, changes in rainfall patterns, water shortages,
changing sea levels, changing storm patterns and intensities and changing temperature levels. Physical damage, flooding,
excessive snowfall or drought resulting from changing climate patterns could adversely impact our costs and business
operations, the availability and costs of our raw materials, and the supply and demand for our end products. These effects could
be material to our results of operations, liquidity or capital resources. The quality and volume of the finished products that we
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are able to produce could be negatively impacted by unseasonable or severe weather or unexpected declines in the volume of
raw materials available during holidays, which in turn could have a material adverse effect on our business, results of
operations and financial condition. In addition, severe weather events may also impact our ability to collect or process raw
materials or to transport finished products.
If we or our customers are the subject of product liability or other claims or product recalls we may incur significant and
unexpected costs and our business reputation could be adversely affected.
We and our customers for whom we manufacture products may be exposed to product liability or other claims, product
recalls and adverse public relations if consumption or use of our products is alleged to cause injury or illness to humans or
animals. In addition, we and our customers may be subject to product liability or other claims, product recalls, and adverse
public relations resulting from developments relating to the discovery of unauthorized adulterations to food additives or other
products or from allegations that our food ingredients or other products were mislabeled, were not produced in accordance with
the customer’s specifications and/or have not performed adequately in the end product, even where food safety or other product
safety is not a concern. In some cases, we indemnify our customers for product liability and other claims related to our
products. Product recalls in one jurisdiction may result in product recalls in other jurisdictions, as is the case in the EU, where
the European Commission and the EU Member States exchange information about recalls. Our insurance may not cover or be
adequate to cover all liabilities we incur in connection with product liability and/or other claims, whether or not legitimate, or
product recalls, whether voluntary or mandatory, and we may not be able to maintain our existing insurance or obtain
comparable insurance at a reasonable cost for such matters. A judgment against us or against one of our customers for whom
we manufacture or provide products on a product liability or other claim, or our or their agreement to settle a product liability or
other claim, or a product recall, could also result in substantial and unexpected expenditures, which would reduce operating
income and cash flow. In addition, even if product liability or other claims against us or our customers for whom we
manufacture products are not successful or are not fully pursued, defending these claims would likely be costly and time-
consuming and may require significant management attention.
Product liability or other claims, product recalls or any other events that cause consumers to no longer associate our
brands or those of our customers for whom we manufacture products with high quality and safety may result in adverse
publicity and negatively impact our reputation and the value of our and their brands and lead to decreased demand for our
products. In addition, as a result of any such claims against us or product recalls, we may be exposed to claims by our
customers for damage to their reputations and brands. Product liability or other claims and product recalls may also lead to
increased scrutiny or investigations by federal, state and foreign regulatory agencies of our operations and could have a material
adverse effect on our brands, business, results of operations and financial condition.
In certain markets we are highly dependent upon a single operating facility and various events beyond our control could
cause an interruption in the operation of our facilities, which could adversely affect our business in those markets.
Our facilities are subject
to various federal, state, provincial and local
laws, rules and regulations including
environmental and other permitting requirements of the countries in which we operate and our facilities are located.
Periodically, these permits may be reviewed and subject to amendment or withdrawal. Applications for an extension or renewal
of various permits may be subject to challenge by community and environmental groups and others. In the event of a casualty,
condemnation, work stoppage, permitting withdrawal or delay, severe weather event, or other unscheduled shutdown involving
one of our facilities, in a majority of our markets we would utilize a nearby operating facility to continue to serve our customers
in the affected market; however, in certain markets we do not have alternate operating facilities. If any of these events occur in
such markets, we may experience an interruption in our ability to service our customers and to procure raw materials, and
potentially an impairment of the value of that facility. Any of these circumstances may materially and adversely affect our
business and results of operations in those markets. In addition, after an operating facility affected by such an event and
unscheduled shutdown is restored, there could be no assurance that customers who in the interim choose to use alternative
disposal services would return to use our services.
Media campaigns related to feed and food ingredient production or fuel production present reputational and other risks.
Individuals or organizations can use social media platforms to publicize inappropriate or inaccurate stories or
perceptions about the feed and food ingredient production industries, fuel production industry or our Company. Such practices
could cause damage to the reputations of our Company and/or the feed and food ingredient production industries or fuel
production industry in general. This damage could adversely affect our financial results.
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An impairment in the carrying value of our goodwill or other intangible assets may have a material adverse effect on our
results of operations.
As of December 31, 2022, the Company had approximately $2.0 billion of goodwill. We are required to annually test
goodwill to determine if impairment has occurred, as well as whenever events or changes in circumstances indicate that
impairment may have occurred. If the testing performed indicates that impairment has occurred, we are required to record a
non-cash impairment charge for the difference between the carrying value of the reporting unit, including goodwill, and the fair
value of the reporting unit, including goodwill, in the period the determination is made. The testing of goodwill for impairment
requires us to make significant estimates about our future performance and cash flows, as well as other assumptions. These
estimates can be affected by numerous factors, including changes in economic, industry or market conditions, changes in
business operations or regulation, or changes in competition. Changes in these factors, or changes in actual performance
compared with estimates of our future performance, may affect the fair value of goodwill, which may result in an impairment
charge. We cannot accurately predict the amount and timing of any impairment of assets. Should the value of goodwill become
impaired, there may be a material adverse effect on our results of operations.
Risks Related to Legal and Regulatory Compliance
Our operations are subject to various laws, rules and regulations including those relating to the protection of the
environment and to health and safety, and we could incur significant costs to comply with these requirements or be subject
to sanctions or held liable for environmental damages.
Our operations subject us to various and increasingly stringent environmental, health and safety requirements in the
various jurisdictions where we operate, including those governing air emissions, wastewater discharges, the management,
storage and disposal of materials in connection with our facilities, occupational health and safety, product packaging and
labeling and our handling of hazardous materials and wastes, such as gasoline and diesel fuel used by our trucking fleet and
operations. Failure to comply with these requirements could have significant consequences, including recalls, penalties,
injunctive relief, claims for personal injury and property and natural resource damages, other claims and negative publicity. Our
operations require the control of air emissions and odor and the treatment and discharge of wastewater to municipal sewer
systems and the environment. We operate boilers at many of our facilities and store wastewater in lagoons or, as permitted,
discharge it to publicly owned wastewater treatment systems or surface waters, or through land application. We have incurred
significant capital and operating expenditures to comply with environmental requirements, including for the upgrade of
wastewater treatment facilities, and will continue to incur such costs in the future.
We could be responsible for the remediation of environmental contamination and may be subject to associated
liabilities and claims for personal injury and property and natural resource damages. We own or operate numerous properties,
have been in business for many years and have acquired and disposed of properties and businesses over that time. During that
time, we or other owners or operators may have generated or disposed of wastes or stored or handled other materials that are or
may be considered hazardous or may have polluted the soil, surface water or groundwater at or around our facilities. Under
some environmental laws, such as the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 in
the United States, also known as the Superfund law, responsibility for the cost of cleanup of a contaminated site can be imposed
upon current or former site owners and operators, or upon any party that sent waste to the site, regardless of the lawfulness of
the activities that led to the contamination. Similar laws outside the United States impose liability for environmental cleanup,
often under the polluter pays theory of liability but also based upon ownership in some circumstances. There can be no
assurance that we will not face extensive costs or penalties that would have a material adverse effect on our financial condition
and results of operations. For example, we have received notice from the EPA relating to alleged river sediment contamination
in the Lower Passaic River area of New Jersey and are party to a lawsuit filed by Occidental Chemical Corporation in which it
seeks contribution for various investigative and cleanup costs it has incurred in connection therewith. See Item 3. “Legal
Proceedings.” In addition, future developments, such as more aggressive enforcement policies, new laws or discoveries of
currently unknown contamination conditions, may also require expenditures that may have a material adverse effect on our
business and financial condition.
In addition, increasing efforts to control emissions of GHG are likely to impact our operations. We operate in certain
jurisdictions subject to the Paris Agreement, which mandates reduced GHG emissions in certain participating countries. The
EPA’s rule establishing mandatory GHG reporting for certain activities may apply to some of our facilities if we exceed the
applicable thresholds. The EPA has also issued a regulatory endangerment finding relating to GHG emissions that has led to
further regulation of GHG emissions. Legislation to regulate GHG emissions has periodically been proposed in the U.S.
Congress, and a growing number of states and foreign countries are taking action to require reductions in GHG emissions.
Future GHG emissions limits may require us to incur additional capital and operational expenditures. EPA regulations limiting
exhaust emissions also have become more restrictive, and the National Highway Traffic Safety Administration and the EPA
have adopted regulations that govern fuel efficiency and GHG emissions. Compliance with these and similar regulations could
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increase the cost of new fleet vehicles and increase our operating expenses. Compliance with future GHG regulations may
require expenditures that could materially adversely affect our business, results of operations and financial condition.
We have approximately 14,600 employees world-wide and are subject to a wide range of local, provincial and national
laws and regulations governing the health and safety of workers, including, for example, OSHA in the United States. We can be
subject to potential fines and civil and, in egregious cases, criminal actions if we are found to be in violation of worker health
and safety laws in any of these jurisdictions. Further, as such laws and regulations change, we may sometimes be required to
commit to unplanned capital expenditures in order to continue to comply with workplace safety requirements at our facilities. In
addition, we operate and maintain an extensive vehicle fleet to transport products to and from customer locations in all
jurisdictions where we have facilities. Our fleets and drivers are subject to federal, state, local and foreign laws and licensing
requirements applicable to commercial fleets, their cargo and their hours and methods of operation. Failure to comply with
these laws and regulations in any location could materially adversely affect our business, results of operations, financial
condition and reputation.
Risks Relating to Global Disease Outbreaks or Pandemics
Our business may be negatively impacted by the occurrence of any disease correctly or incorrectly linked to animals.
The emergence of diseases such as swine influenza viruses (collectively known as “Swine Flu”) and highly pathogenic
strains of avian influenza (collectively known as “Bird Flu”) and severe acute respiratory syndrome (“SARS”), including
SARS-coronavirus 2 (“CoV-2”), that are in or associated with animals and have the potential to also threaten humans has
created concern that such diseases could spread and cause a global pandemic. As of the date of this report, various strains of
Bird Flu have been and continue to be reported in wild fowl and commercial poultry in Europe, North America, the Middle East
and parts of Asia.
Other diseases that are highly contagious within a species, but do not affect other animals and are not transmissible to
humans, such as porcine epidemic diarrhea (“PED”) virus, may significantly impact production of the susceptible livestock or
poultry species in a country or region. African Swine Fever (“ASF”) is a viral and highly contagious disease of pigs and wild
boar, for which no cures or approved vaccines are available as of the date of this report. In the past few years, ASF has become
widespread in multiple Chinese, Vietnamese and Philippine provinces and has been reported in Cambodia, Laos, Myanmar,
Timor-Leste, Indonesia, Malaysia, and Thailand in South East Asia and the People's Democratic Republic of Korea, the
Republic of Korea, Mongolia, Bhutan and India. In April 2021, the Chinese Ministry of Agriculture and Rural Affairs
(“MARA”) issued the “Work plan for Regional Prevention and Control of African Swine Fever and Other Major Animal
Diseases (Trial)”, which divided the entire country into five regions (South-Central, Eastern, Northern, South-West, and North-
west). Pig movement is restricted and ASF-free zones were created within a region. Only pigs from ASF-free zones, breeding
pigs and piglets are allowed to move beyond their respective region. Such restrictions on the movement of pigs from one region
to another may affect slaughter numbers within certain regions and thereby reduce volumes of raw material supplied to our
locations that, within the same region, process blood and makes collagen from pork skins. Additionally, the perception, real or
implied, that blood meal and dried plasma powder may contribute to the spread of ASF, resulted in a temporary ban on the use
of porcine plasma in pork feed which negatively affected demand for our products as ingredients in porcine animal feed in
China. This ban has now been lifted and porcine plasma is once again allowed to be used in pork feed provided that certain
newly established guidelines are met. ASF has also been reported in Eastern Europe since 2007. The disease has been detected
in both domestic and feral pigs in several EU (primarily Eastern European) Member States in the past years, and the European
Union has taken measures to address the “unprecedented spread” of ASF. In particular, based on the epidemiological situation
of ASF, the areas affected by ASF in relevant Member States have been listed as restricted zones I, II and III in Annex I to the
Commission Implementing Regulation (EU) 2021/605 – as last amended by Commission Implementing Regulation (EU)
2022/2568 – which provides special control measures for ASF based on the new legal framework of Regulation (EU) 2016/429
(“Animal Health Law”). On July 28, 2021, ASF was confirmed in the Dominican Republic and subsequently in Haiti on
September 30, 2021. As a result of the occurrence of ASF in North America, the Animal and Plant Health Inspection Service
(“APHIS”), on September 24, 2021, submitted plans to the World Organization for Animal Health (OIE) for the declaration of a
new ASF protection zone in Puerto Rico and the U.S. Virgin Islands. Although ASF has not been detected in Puerto Rico or the
U.S. Virgin Islands, establishing such an ASF protection zone will add to existing efforts to prevent ASF from spreading into
the United States and protect exports of pork related products. Because Puerto Rico and the U.S. Virgin Islands are territories
of the U.S., export markets will close to all live pigs, pork meat and pork byproducts produced in the U.S. if ASF finds its way
into Puerto Rico or the U.S. Virgin islands. Fortunately, the OIE has established procedures for countries to recognize
protection zones and limit bans of affected products to the protection zone and allow trade to continue with regions of the
country outside of the protection zone. As of the date of this report, ASF has not been reported in the United States, Canada or
South America. ASF does not infect humans and is not considered a food safety hazard. Any reports, proven or perceived, that
implicate animal feed or feed ingredients, including but not limited to animal by-products, as contributing to the spread of a
contagious disease could negatively affect demand for our products as ingredients in animal feeds in the affected country or
region.
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Although no global disease pandemic among humans has been linked to Bird Flu or other emerging diseases as of the
date of this report, governments may be pressured to address these concerns, including by executive action such as temporarily
closing certain businesses, including meat and animal processing facilities, within jurisdictions suspected of contributing to the
spread of such diseases or by legislative or other policy action, such as prohibiting imports of animals, meat and animal by-
products from countries or regions where the disease is detected or suspected. If any disease is correctly or incorrectly linked to
animals and has a negative impact on meat or poultry consumption or animal production in any jurisdiction in which we
operate, such occurrence could have a material negative impact on the volume of raw materials available to us or the demand
for our finished products.
Our business may be affected by the impact of animal related disease, such as BSE and other food safety issues.
The FDA has put in place restrictions to prevent the spread of BSE, and certain foreign governments have also
restricted exports of beef and beef products from the United States following the detection of BSE in the United States in
December 2003. The sixth and most recent case of BSE was reported in a six-year-old mixed-breed beef cow in August, 2018,
which was the second case of BSE since the OIE characterized the United States’ BSE status as one of “negligible risk” in
2013. Subsequently on May 24, 2022, the OIE characterized Canada's BSE status as one of “negligible risk”. On December 17,
2021 the Canadian Food Inspection Agency confirmed a case of atypical BSE in an 8.5 year old cow in Alberta. However, the
Canadian Food Inspection Agency reported zero cases of BSE in 2022. While these latest cases in the United States and Canada
and previous cases were the atypical or sporadic form of BSE, which is not spread via feed and, therefore, did not affect the
“negligible BSE risk” status of either country, continued concern about BSE in countries in which we operate now or in the
future, may result in additional regulatory and market related challenges that may affect our operations or increase our operating
costs.
With respect to human food, pet food and animal feed safety in the United States, the FDA Food Safety Modernization
Act (“FSMA”) gives the FDA various authorities and directs the FDA to promulgate new regulations pursuant to the FSMA, as
described in the section entitled “Business—Regulations” included in this report.
As a producer of meat-centric food products, we are subject to risks associated with the outbreak of disease in pork,
beef livestock, and poultry flocks, including Foot-and-Mouth Disease (FMD), Avian Influenza and BSE. The outbreak of
disease could adversely affect our supply of raw materials, increase the cost of production, and reduce operating margins.
Additionally, the outbreak of disease may hinder our ability to market and sell products. We have developed business continuity
plans for various disease scenarios; however no assurance given that these plans will be effective in eliminating the negative
effects of any such diseases on our operating results.
We have followed regulations enacted under the FSMA throughout the rulemaking process and have implemented
Current Good Manufacturing Practices, food safety plans and other procedures at our domestic facilities, which we believe
comply with the applicable final rules for preventive controls for human food and animal feed. Similar procedures have been
implemented at our foreign facilities for compliance with the Foreign Supplier Verification Programs rule. Such rulemaking
and implementation of compliant procedures could, among other things, limit our ability to import necessary raw materials or
finished products or require us to amend certain of our other operational policies and procedures. Unforeseen issues and
requirements may arise as the FDA implements and enforces these and other final rules or promulgates other new regulations
provided for by the FSMA.
The FDA has also established a Reportable Food Registry (“RFR”) pursuant to the Food and Drug Administration
Amendments Act of 2007 (the “FDAAA”), and has defined a reportable food, which the manufacturer or distributor would be
required to report in the RFR, to include materials used as ingredients in animal feeds and pet foods if there is a reasonable
probability that the use of, or exposure to, such materials will cause serious adverse health consequences or death to humans or
animals. Finalization of the RFR guidance documents and potential additional requirements relating to the RFR may impose
additional requirements on us.
According to the “Compliance Policy Guide Sec. 690.800, Salmonella in Food for Animals” (the “CPG”), any finished
pet food contaminated with any species of Salmonella will be considered adulterated, and the FDA believes regulatory action is
warranted in cases involving such pet foods because of the heightened risk to humans given the high likelihood of direct human
contact with pet food. Finished animal feeds intended for pigs, poultry and other farmed animals, however, will be considered
to be adulterated only if the feed is contaminated with a species of Salmonella that is considered to be pathogenic for the animal
species for which the feed is intended. Any pathogen, such as Salmonella, that is correctly or incorrectly associated with our
finished products could have a negative impact on the demand for our finished products and could have a material adverse
effect on our business, reputation, results of operations or financial condition.
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As a result of our international operations, we could be adversely affected by additional non-U.S. regulations regarding
BSE and other food safety issues. For example, an enforceable ban on the feeding of restricted animal material to ruminant
animals is in place in Australia as part of a comprehensive national program to prevent the entry and establishment of the BSE
agent in Australia and inspections and audits are undertaken to ensure compliance. In addition, in the EU, harmonized rules
have been adopted for prevention, control and eradication of transmissible spongiform encephalopathies (“TSEs”), which
includes BSE, in Regulation (EC) No 999/2001, as amended (“TSE Regulation”) and in other instruments such as Regulation
(EC) No 1069/2009 on animal by-products, as amended (“Animal By-Products Regulation”) and other food and feed hygiene
regulations. The TSE Regulation establishes a “feed ban” consisting of a ban on the use of processed animal protein (“PAP”), in
feed for ruminants. Only certain animal proteins considered to be safe (such as fishmeal) can be used, but under very strict
conditions. A ban on feeding MBM to ruminants has been in place in the EU since 1994. The ban was expanded in 2001 with
the prohibition of feeding all PAP to all farmed animals, subject to certain limited exceptions. In 2009, the BSE-related feed ban
was supplemented with provisions prohibiting intra-species recycling applicable to all food-producing animals. Other animal-
derived products besides PAP, such as collagen derived from non-ruminants and hydrolyzed protein derived from parts of non-
ruminants or from ruminant hides and skins, are not subject to the “feed ban.” The “feed ban” has been lifted for pig and
poultry PAP in the feed of aquaculture animals, and insect PAP (a new source of animal protein) in the feed of aquaculture
animals. In September 2021, the European Commission relaxed the “feed ban” to allow the feeding of non-ruminant farmed
animals with insect PAP, reauthorize the feeding of poultry with pig PAP, the feeding of pigs with poultry PAP and allow the
use of ruminant derived gelatin in feeds for non-ruminant farmed animals.
Although Darling Ingredients International may profit from the possible lifting of the ban for pigs and poultry, changes
to the “feed ban” may also adversely affect Darling Ingredients International, possibly restricting the allowed use of some of
their products. The TSE Regulation applies to the production and placing on the market of live animals and products of animal
origin on the EU market. For that purpose, the BSE status of EU Member States, non-EU members of the European Economic
Area and other countries or regions (“Third Countries”) is to be determined by classification into one of three categories
depending on the BSE risk involved: a negligible risk, a controlled risk or an undetermined risk. This classification is made by
the OIE. The determination of BSE status is based on a risk assessment and the implementation of a surveillance program. For
each risk category there are trade rules to provide the necessary guarantees for protecting public and animal health. Currently,
according to the Commission Decision of June 29, 2007, as amended, Greece is the only EU Member State classified as having
a controlled BSE risk. The other EU Member States are classified as having a negligible BSE risk. However, the United
Kingdom (with the exception of Northern Ireland), formerly a member of the EU, continues to be classified as controlled BSE
risk. Classical BSE is the form that can be transmitted by feeding contaminated feed or food. A change in the BSE status of
one or more EU Member States may have a negative impact on Darling Ingredients International. Under EU legislation,
imported products from outside the EU must meet the same safety standards as products produced in EU Member States.
Therefore, the TSE Regulation imposes strict import requirements related to TSEs for live animals and animal by-products,
such as full traceability of imported animals and animal by-products, a ban on the use of MBM in feed for ruminants and the
prohibition of the import of specified risk material or mechanically recovered meat. The detailed import requirements depend
on the BSE status of Third Countries. The Animal By-Products Regulation establishes rules intended to prevent the outbreak of
certain diseases such as BSE. It imposes, for example, rules for the use and disposal of specified risk material and other high
risk material. A BSE outbreak or other event viewed as hazardous to animal or human health could lead to the adoption of more
stringent rules on the use and disposal of animal by-products, which could require Darling Ingredients International to change
its production processes and could have a material adverse effect on our business, results of operations or financial condition.
In addition, the introduction of new EU legislation applicable to the agri-food sector could create additional compliance
requirements and enforcement risks for us. Regulation (EU) 2019/1381, as amended (“Food Transparency Regulation”) has
applied since March 27, 2021. The Food Transparency Regulation strengthens transparency requirements in EU food law.
Among other things, the European Food Safety Authority (“EFSA”) shall disclose scientific data, studies and other information
supporting applications, including supplementary information supplied by applicants, taking into account the protection of
confidential information and of personal data. EFSA is tasked with establishing and managing a publicly accessible database of
studies commissioned or carried out by business operators to support an application or notification in relation to which EU law
contains provisions for EFSA to provide a scientific output, including a scientific opinion. Business operators must notify
EFSA of the title and the scope of any study commissioned or carried out by them to support an application or a notification, as
well as the laboratory or testing facility carrying out that study, and its starting and planned completion dates. Any potential
disclosure of unfavorable studies and data as well as EFSA’s ultimate decision-making power to determine what constitutes
confidential information (and therefore subject or not to transparency obligations) may result in adverse publicity, negatively
impact our reputation and/or require us to disclose commercially sensitive information and data. Related, Regulation (EC)
2017/625, as amended (“Official Controls Regulation”) requires that the EU Member States verify compliance with agri-food
chain rules through official controls. The scope of the Official Controls Regulation has been extended and will now cover
official controls to verify compliance with food and feed law, animal health and welfare, plant health and animal-by products
rules. To deter fraudulent practices, the Official Controls Regulation introduces more stringent rules for financial penalties,
imposed by EU Member States. Those penalties must reflect the economic advantage of the operator or a percentage of the
operator’s turnover. The Regulation also introduces new provisions to protect whistle-blowers to encourage and facilitate the
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reporting of non-compliance. More stringent and higher financial penalties may potentially result in significant and unexpected
costs and enhanced provisions regarding whistle-blowers may result in more regulatory investigations and enforcement actions,
both of which could have a material adverse effect on our business.
Pandemics, epidemics or disease outbreaks, such as the novel coronavirus (“COVID-19”), may disrupt our business,
including, among other things, our supply chain and production processes, each of which could materially affect our
operations, liquidity, financial condition and results of operations.
The actual or perceived effects of a disease outbreak, epidemic, pandemic or similar widespread public health concern,
such as COVID-19, could negatively affect our operations, liquidity, financial condition and results of operations. While to date
we have experienced no material negative effects on our business and results of operations as a result of the current COVID-19
outbreak, the situation remains dynamic and subject to rapid and possibly material change, including but not limited to changes
that may materially affect the operations of our supply chain partners and finished product customers, which ultimately could
result in material negative effects on our business and results of operations.
The spread of pandemics, epidemics or disease outbreaks such as COVID-19 may disrupt our third-party business
partners’ ability to meet their obligations to us, which may negatively affect our operations. These third parties include those
who supply our raw materials and other necessary operating materials and logistics and transportation services providers. Ports
and other channels of entry may be closed or operate at only a portion of capacity, as workers may be prohibited or otherwise
unable to report to work, and means of transporting products within regions or countries may be limited for the same reason. As
a result of the current COVID-19 outbreak, transport restrictions related to quarantines or travel bans have been put in place and
global supply may become constrained, each of which may cause the price of certain raw materials used in our products to
increase and/or we may experience disruptions to our operations. In addition, COVID-19 and similar outbreaks may affect the
prices and demand for our finished products.
Workforce limitations and travel restrictions resulting from pandemics, epidemics or disease outbreaks such as
COVID-19 and related government actions may affect many aspects of our business. If a significant percentage of our
workforce is unable to work, including because of illness or travel or government restrictions in connection with pandemics or
disease outbreaks, our operations and financial reporting capabilities may be negatively affected. In addition, pandemics or
disease outbreaks could result in a widespread health crisis that could adversely affect the economies and financial markets of
many countries, resulting in an economic downturn that could affect our raw material supply and our customers’ demand for
our finished products.
Our efforts to manage and mitigate these factors may be unsuccessful, and the effectiveness of these efforts depends on
factors beyond our control, including the duration and severity of any pandemic, epidemic or disease outbreak, as well as third
party actions taken to contain its spread and mitigate public health effects.
The risks described above also apply to the DGD Joint Venture and its business and operations.
Risks Related to our Labor Force
We may be subject to work stoppages at our operating facilities, which could cause interruptions in the manufacturing or
distribution of our products.
While we currently have no international, national or multi-plant union contracts, as of December 31, 2022
approximately 13% of Darling’s U.S. employees, 48% of Canadian employees and 30% of Darling Ingredients International’s
employees were covered by various collective bargaining agreements. Furthermore, local laws and regulations in certain
jurisdictions in which we operate provide for worker groups with prescribed powers and rights with regard to working
conditions, wages and similar matters. In jurisdictions where such groups do not exist, labor organizing activities could result in
additional employees becoming unionized and higher ongoing labor costs. Darling’s collective bargaining agreements expire at
varying times over the next five years. In contrast, Darling Ingredients International’s collective bargaining agreements
generally have one to two year terms, while Canadian agreements generally have terms up to three years. Some of our
collective bargaining agreements have already expired and are in the process of being renegotiated. There can be no assurance
that we will be able to negotiate the terms of any expiring or expired agreement in a manner acceptable to us. If our workers
were to engage in a strike, work stoppage, slowdown or other collective action in the future in any of our locations, we could
experience a significant disruption of our operations, which could have a material adverse effect on our business, results of
operations and financial condition. We may also be subject to general country strikes or work stoppages unrelated to our
business or collective bargaining agreements that could have a direct or indirect adverse effect on our business, results of
operation or financial condition.
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Certain U.S. multiemployer defined benefit pension plans to which we contribute are underfunded and these plans may
require minimum funding contributions.
We participate in various U.S. multiemployer pension plans which provide defined benefits to certain employees
covered by labor contracts. These plans are not administered by us and contributions are determined in accordance with
provisions of negotiated labor contracts to meet their pension benefit obligations to their participants. Based upon the most
currently available information, certain of these multiemployer plans are underfunded due partially to a decline in the value of
the assets supporting these plans, a reduction in the number of actively participating members for whom employer contributions
are required and the level of benefits provided by the plans. In addition, the U.S. Pension Protection Act, which went into effect
in January 2008, requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the
level of their underfunding. As a result, our required contributions to these plans may increase in the future. Furthermore, under
current law, a termination of, our voluntary withdrawal from or a mass withdrawal of all contributing employers from any
underfunded multiemployer defined benefit plan to which we contribute would require us to make payments to the plan for our
proportionate share of such multiemployer plan’s unfunded vested liabilities, which could be significant and have an adverse
effect on our financial condition. Also, if a multiemployer defined benefit plan fails to satisfy certain minimum funding
requirements, the Internal Revenue Service (“IRS”) may impose a nondeductible excise tax of 5% on the amount of the
accumulated funding deficiency for those employers not contributing their allocable share of the minimum funding to the plan.
Requirements to pay increased contributions, withdrawal liability and excise taxes could negatively impact our liquidity and
results of operations.
Our substantial level of indebtedness could adversely affect our financial condition.
Risks Related to our Indebtedness
As of December 31, 2022, our total indebtedness, including trade debt, was approximately $3.4 billion and we had
undrawn commitments available for additional borrowings under the revolving loan facility included as part of our senior
secured credit facilities of up to approximately $1.3 billion and under delayed draw term A loans of $800.0 million (after giving
effect to approximately $135.0 million of revolver borrowing, $3.9 million of outstanding letters of credit and $48.1 million of
ancillary facilities). Our high level of indebtedness could have important consequences, including the following:
• making it more difficult to satisfy our obligations to our financial lenders and our contractual and commercial
commitments; limiting our ability to obtain additional financing to fund future working capital, capital expenditures,
acquisitions or other general corporate requirements on commercially reasonable terms or at all;
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requiring us to use a substantial portion of our cash flows from operations to pay principal and interest on our
indebtedness instead of for other purposes, thereby reducing the amount of our cash flows from operations available
for working capital, capital expenditures, acquisitions and other general corporate purposes;
increasing our vulnerability to adverse economic, industry and business conditions;
exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;
increasing our exposure to changes in foreign exchange rate conversion to functional currency;
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
placing us at a competitive disadvantage compared to other, less leveraged competitors; and
increasing our cost of borrowing.
In addition, the indentures that govern our senior notes and the credit agreement governing our senior secured credit
facilities contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest. Our
failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the
acceleration of all our funded indebtedness. See Item 7. “Management Discussion and Analysis of Financial Condition and
Results of Operations” - “Senior Secured Credit Facilities,” “6% Senior Notes due 2030,” “5.25% Senior Notes due 2027” and
“3.625% Senior Notes due 2026.”
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Despite our existing level of indebtedness, we and our subsidiaries may still be able to incur substantially more indebtedness,
which could further exacerbate the risks to our financial condition described above.
Although the indentures that govern the senior notes and the credit agreement governing the senior secured credit
facilities contain restrictions on our incurrence of additional indebtedness, these restrictions are subject to a number of
significant qualifications and exceptions, and the additional indebtedness that we and our subsidiaries could incur in compliance
with these restrictions could be substantial. To the extent that we or our subsidiaries incur additional indebtedness, the risks
associated with our indebtedness, including our possible inability to service our indebtedness, could intensify. See Item 7.
“Management Discussion and Analysis of Financial Condition and Results of Operations” - “Senior Secured Credit Facilities,”
“6% Senior Notes due 2030,” “5.25% Senior Notes due 2027” and “3.625% Senior Notes due 2026.”
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to
satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and
operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business,
legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating
activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.
If our cash flows and capital resources are insufficient to fund our debt service obligations and to meet our other cash
needs, we could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations,
seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to effect any such
alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions
may not allow us to meet our scheduled debt service obligations and our other cash needs. The credit agreement governing our
senior secured credit facilities and the indentures governing our senior notes restrict our ability to use the proceeds from the
disposition of assets, debt incurrence or sales of equity to repay other indebtedness. We may not be able to consummate any
such dispositions or to obtain debt or equity proceeds in amounts sufficient to meet any debt service obligations, and we may be
restricted under such credit agreement or indentures from using any such amounts to service other debt obligations.
If we cannot make scheduled payments under any of the agreements governing our debt, we would be in default under
such agreements, which could allow lenders under any credit facilities to terminate their commitments to loan money and could
allow the applicable lenders or other debt holders to declare all outstanding principal and interest of such debt to be
immediately due and payable, and, in the case of secured debt, to foreclose against the assets securing such debt and apply the
proceeds from such foreclosure to repay amounts owed to them. Any of these events would likely in turn trigger cross-
acceleration or cross-default provisions in our other debt instruments, which would allow the creditors under those instruments
to exercise similar rights. If any of these actions are taken, we could be forced into restructuring, bankruptcy or liquidation.
Our ability to repay our indebtedness depends in part on the performance of our subsidiaries, including our non-guarantor
subsidiaries, and their ability to make payments.
We conduct a significant portion of our operations through our subsidiaries, a number of which operate outside the
United States. Accordingly, repayment of our indebtedness is dependent, to a significant extent, on the generation of cash flow
by our subsidiaries and their ability to make such cash available to us. Unless they are guarantors of the indebtedness, our
subsidiaries do not have any obligation to pay amounts due on the indebtedness or to make funds available for that purpose.
Under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. For
example, our subsidiaries that are organized under the laws of, and operate in, China currently have substantial regulatory
restrictions on their ability to make cash available to us. While the credit agreement governing the senior secured credit
facilities, the indentures governing our senior notes and the agreements governing certain of our other indebtedness will limit
the ability of certain of our subsidiaries to incur consensual restrictions on their ability to make other intercompany payments to
us, these limitations are subject to certain significant qualifications and exceptions.
Risks Related to our Common Stock
The market price of our common stock has been and may continue to be volatile, which could cause the value of your
investment to decline.
The market price of our common stock has been subject to volatility and, in the future, the market price of our common
stock could fluctuate widely in response to numerous factors, many of which are beyond our control. Numerous factors,
including many over which we have no control, may have a significant impact on the market price of our common stock. In
addition to the risk factors discussed in this report, the price and volume volatility of our common stock may be affected by:
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actual or anticipated fluctuations in ingredient prices;
actual or anticipated variations in our operating results;
our earnings releases and financial performance;
changes in financial estimates or buy/sell recommendations by securities analysts;
our ability to repay our debt;
our access to financial and capital markets to refinance our debt;
performance of our joint venture investments, including the DGD Joint Venture;
our dividend policy;
• market conditions in the industry and the general state of the securities markets;
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investor perceptions of us and the industry and markets in which we operate;
governmental legislation or regulation;
currency and exchange rate fluctuations that impact our earnings and balance sheet; and
general economic and market conditions, such as U.S. or global reactions to economic developments, including
regional recessions, inflation, currency devaluations or political unrest.
Our ability to pay any dividends on our common stock may be limited and, consequently, your ability to achieve a return on
your investment will depend on appreciation in the price of our common stock.
We have not paid any dividends on our common stock since January 3, 1989 and we have no current plans to do so.
Our current financing arrangements permit us to pay cash dividends on our common stock within limitations defined by the
terms of our existing indebtedness, including our senior secured credit facility, 6% senior notes due 2030, 5.25% senior notes
due 2027 and 3.625% senior notes due 2026 and any other indentures or other financing arrangements that we enter into in the
future. For example, our senior secured credit facility restricts our ability to make payments of dividends in cash if certain
coverage ratios are not met. Even if such coverage ratios are met in the future, any determination to pay cash dividends on our
common stock will be at the discretion of our board of directors and will be based upon our financial condition, operating
results, capital requirements, plans for expansion, business opportunities, restrictions imposed by any of our financing
arrangements, provisions of applicable law and any other factors that our board of directors determines are relevant at that point
in time.
Future sales of our common stock or the issuance of other equity may adversely affect the market price of our common
stock.
We are not restricted from issuing additional common stock,
including securities that are convertible into or
exchangeable for, or that represent the right to receive, common stock. The issuance of additional shares of our common stock
or convertible securities, including our outstanding options, or otherwise, will dilute the ownership interest of our common
stockholders.
Sales of a substantial number of shares of our common stock or other equity-related securities in the public market
could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity
securities. We cannot predict the effect that future sales of our common stock or other equity-related securities would have on
the market price of our common stock.
Our common stock is an equity security and is subordinate to our existing and future indebtedness.
Shares of our common stock are equity interests and do not constitute indebtedness. As such, the shares of common
stock will rank junior to all of our indebtedness, including our trade debt, and to other non-equity claims on us and our assets
available to satisfy claims on us, including claims in a bankruptcy, liquidation or similar proceedings. Our existing indebtedness
restricts, and future indebtedness may restrict, payment of dividends on the common stock.
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Unlike indebtedness, where principal and interest customarily are payable on specified due dates, in the case of
common stock, (i) dividends are payable only when and if declared by our board of directors or a duly authorized committee of
the board and (ii) as a corporation, we are restricted under applicable Delaware law to making dividend payments and
redemption payments only from legally available assets. Further, under our certificate of incorporation, there are no restrictions
on our business or operations or on our ability to incur indebtedness or engage in any transactions arising as to our common
stock, subject only to the voting rights available to stockholders generally.
In addition, our rights to participate in the assets of any of our subsidiaries upon any liquidation or reorganization of
any subsidiary will be subject to the prior claims of that subsidiary’s creditors (except to the extent we may ourselves be a
creditor of that subsidiary), including that subsidiary’s trade creditors and our creditors who have obtained or may obtain
guarantees from the subsidiaries. As a result, our common stock will be subordinated to our and our subsidiaries’ obligations
and liabilities, which currently include borrowings and guarantees. See Item 7. “Management Discussion and Analysis of
Financial Condition and Results of Operations” - “Senior Secured Credit Facilities,” “6% Senior Notes due 2030,” “5.25%
Senior Notes due 2027” and “3.625% Senior Notes due 2026.”
The issuance of shares of preferred stock could adversely affect holders of common stock, which may negatively impact your
investment.
Our board of directors is authorized to cause us to issue classes or series of preferred stock without any action on the
part of our stockholders. The board of directors also has the power, without stockholder approval, to set the terms of any such
classes or series of preferred shares that may be issued, including the designations, preferences, limitations and relative rights
senior to the rights of our common stock with respect to dividends or upon the liquidation, dissolution or winding up of our
business and other terms. If we issue preferred shares in the future that have a preference over the common stock with respect to
the payment of dividends or upon liquidation, dissolution or winding up, or if we issue preferred shares with voting rights that
dilute the voting power of the common stock, the rights of holders of the common stock or the market price of the common
stock could be adversely affected. As of the date of this report, we have no outstanding shares of preferred stock but we have
available for issuance 1,000,000 authorized but unissued shares of preferred stock.
We may incur material costs and liabilities in complying with government regulations.
General Risks Related to our Business
We are subject to the rules and regulations of various governmental agencies in the United States, the EU, Canada,
China and the other countries in which Darling Ingredients International operates. These include rules and regulations
administered by governmental agencies at the supranational, federal, state, provincial or local level. See Item 1. "Business -
Regulations" for a listing of certain governmental agencies to which we are subject.
The applicable rules, regulations and guidance promulgated by these and other agencies, which are likely to change
over time, affect our operations and may influence our operating results at one or more facilities. Furthermore, the loss of or
failure to obtain necessary federal, state, provincial or local permits and registrations at one or more of our facilities could halt
or curtail operations at impacted facilities, which could result in impairment charges related to the affected facility and
otherwise adversely affect our operating results. In addition, our failure to comply with applicable rules, regulations and
guidance, including obtaining or maintaining required operating certificates or permits, could subject us to: (i) administrative
penalties and injunctive relief; (ii) civil remedies, including fines, injunctions and product recalls; and/or (iii) adverse publicity.
There can be no assurance that we will not incur material costs and liabilities in connection with these rules, regulations and
guidance.
Because of our international operations throughout much of the world, we could be adversely affected by violations of
the FCPA and similar anti-bribery laws, as well as laws and regulations governing international transactions (such as the
regulations administered by OFAC). Recent years have seen a substantial increase in the global enforcement of anti-corruption
laws and economic sanctions laws and regulations. Our operations outside the United States, including in developing countries,
could increase the risk of such violations. In addition, we may enter into joint ventures with joint venture partners who are
domiciled in areas of the world with anti-bribery laws, regulations and business practices that differ from those in the United
States. There is risk that our joint venture partners will violate the FCPA and other anti-bribery laws and regulations, as well as
OFAC and economic sanctions. While our policies mandate compliance with the FCPA and other anti-bribery laws, as well as
OFAC and economic sanctions, we cannot provide assurance that our internal control policies and procedures will always
protect us from violations committed by our employees, joint venture partners or agents. Violations of the FCPA or other anti-
bribery laws, or of OFAC or other economic sanctions laws, or allegations of such violations, could result in lengthy
investigations and possibly disrupt our business, lead to criminal and/or civil legal proceedings brought by governmental
agencies and/or third parties, result in material fines and legal and other costs and have a material adverse effect on our
reputation, business, results of operations, cash flows and financial condition.
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Given the competitive nature of our industry, we could be adversely affected by violations of various countries’
antitrust, competition and consumer protection laws. These laws generally prohibit companies and individuals from engaging in
anticompetitive and unfair business practices. While our policies mandate compliance with these laws, we cannot provide
assurance that our internal control policies and procedures will always protect us from violations or reckless or criminal acts
committed by our employees, joint venture partners or agents.
Downturns and volatility in global economies and commodity and credit markets could materially adversely affect our
business, results of operations and financial condition.
Our results of operations are materially affected by the conditions of the global economies and the credit, commodities
and stock markets. Among other things, we may be adversely impacted if our domestic and international customers and
suppliers are not able to access sufficient capital to continue to operate their businesses or to operate them at prior levels. High
inflation, adverse changes in interest rates, a decline in consumer confidence or changing patterns in the availability and use of
disposable income by consumers can negatively affect both our suppliers and customers. Declining discretionary consumer
spending or the loss or impairment of a meaningful number of our suppliers or customers could lead to declines in either raw
material availability or customer demand. Any tightening in credit supply could negatively affect our customers’ ability to pay
for our products on a timely basis or at all and could result in a requirement for additional bad debt reserves. Although many of
our customer contracts are formula-based, continued volatility in the commodities markets could negatively impact our
revenues and overall profits. Counterparty risk on finished product sales can also impact revenue and operating profits when
customers either are unable to obtain credit or refuse to take delivery of finished products due to market price declines.
We may not successfully identify and complete acquisitions on favorable terms or achieve anticipated synergies relating to
any acquisitions, and such acquisitions could result in unknown liabilities, unforeseen operating difficulties and
expenditures and require significant management resources.
We regularly review potential acquisitions of complementary businesses, services or products. However, we may be
unable to identify suitable acquisition candidates in the future. Even if we identify appropriate acquisition candidates, we may
be unable to complete or finance such acquisitions on favorable terms, if at all. In addition, the process of integrating an
acquired business, service or product into our existing business and operations may result in unforeseen operating difficulties
and expenditures. Integration of an acquired company also may require significant management resources that otherwise would
be available for ongoing development of our business. Moreover, we may not realize the anticipated benefits of any acquisition
or strategic alliance and such transactions may not generate anticipated financial results. Future acquisitions could also require
us to incur debt, assume contingent liabilities or amortize expenses related to intangible assets, any of which could harm our
business. Finally, acquisitions may be structured in such a manner that would result in the assumption of unknown liabilities not
disclosed by the seller or uncovered during pre-acquisition due diligence.
Our business may be adversely impacted by fluctuations in foreign currency exchange rates, which could affect our ability
to comply with our financial covenants.
We carry out transactions in a number of foreign currencies, principally the euro, the Canadian dollar, the Chinese
renminbi, the Brazilian real, the British pound, the Japanese yen, the Australian dollar and the Polish zloty. To the extent
possible, we attempt to match revenues and expenses in each of the currencies in which we operate. However, we will still be
exposed to currency fluctuations when we translate the results of our overseas operations into U.S. dollars, our reporting
currency, in the preparation of our consolidated financial statements, which may affect our U.S. dollar-denominated results of
operations and financial condition even if our underlying operations and financial condition, in local currency terms, remain
unchanged. While we from time to time utilize currency hedging instruments to protect us from adverse fluctuations in currency
exchange rates, there can be no assurance that such instruments will successfully protect us from more pronounced swings in
such exchange rates. Further, by utilizing these instruments we potentially forego any benefits that result from favorable
fluctuations in exchange rates.
We also face risks arising from the possible future imposition of exchange controls and currency devaluations.
Exchange controls may limit our ability to convert foreign currencies into U.S. dollars or to remit dividends and other payments
by our foreign subsidiaries located in, or business conducted within, a country imposing such controls. Currency devaluations
would result in a diminished value of funds denominated in the currency of the country instituting the devaluation.
Any fluctuations in exchange rates or the imposition of exchange controls or currency devaluation may adversely
impact our ability to comply with the financial and other covenants under the documents governing our indebtedness, which
could affect our ability to incur indebtedness, pay dividends, make investments or take other actions that might be in our best
interest. Should our international operations continue to expand, they will represent a larger part of our business and such
exchange rate fluctuations may have a greater impact on our business, financial condition and results of operations.
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Large capital projects can take many years to complete, and market conditions could deteriorate over time, negatively
impacting project returns.
We may engage in capital projects, such as the DGD Joint Venture expansion project in Port Arthur, based on the
forecasted project economics and level of return on the capital to be employed in the project. Large-scale projects take many
years to complete, and market conditions can change from our forecast. As a result, we may be unable to fully realize our
expected returns, which could negatively impact our financial condition, results of operations, and cash flows.
Changes in consumer preference could negatively impact our business.
The food and pet food industries in general are subject to changing consumer trends, demands and preferences. Trends
within the food and pet food industries change often, and failure to identify and react to changes in these trends could lead to,
among other things, reduced demand and price reductions for our products or those of our customers for whom we manufacture
products, and could have an adverse effect on our financial results.
If we experience difficulties or a significant disruption in our information systems or if we fail to implement new systems
and software successfully, our business could be materially adversely affected.
We depend on information systems throughout our business to collect and process data that is critical to our operations
and accurate financial reporting. Among other things, these information systems process incoming customer orders and
outgoing supplier orders, manage inventory, and allow us to efficiently collect raw materials and distribute products, process
and bill shipments to and collect cash from our customers, respond to customer and supplier inquiries, contribute to our overall
internal control processes, maintain records of our property, plant and equipment, record and pay amounts due vendors and
other creditors and manage our human resource function.
If we were to experience a disruption in our information systems that involve interactions with suppliers and customers,
it could result in a loss of raw material supplies, sales and customers and/or increased costs, which could have a material
adverse effect on our business, financial condition and results of operations. In addition, any such disruption could adversely
affect our ability to meet our financial reporting obligations. We may also encounter difficulties in developing and
implementing new systems or maintaining and upgrading existing systems and software. Such difficulties may lead to
significant expenses or losses due to unexpected additional costs required to implement or maintain systems, disruption in
business operations, loss of sales or profits, or cause us to incur significant costs to reimburse third parties for damages, and, as
a result, may have a material adverse effect on our results of operations and financial condition. We could also experience
impairment of our reputation if any of these events were to occur.
Increased information technology security threats and more sophisticated computer crime pose a risk to our systems,
networks, products and services.
We rely upon our information systems and networks in connection with a variety of business activities, and we collect
and store sensitive data. Increased security threats to information systems and more sophisticated computer crime pose a risk to
the security of our systems and networks and the confidentiality, availability and integrity of our data. We are the subject of
cyber attacks from time to time, and must invest resources to protect our systems and defend against and respond to incidents.
A failure of or breach in technology security could expose us and our customers and suppliers to risks of misuse of information
or systems, the compromising of confidential information, manipulation and destruction of data, defective products, production
downtimes and operating disruptions, which in turn could adversely affect our reputation, competitive position, business and
results of operations. In addition, such breaches in security could result in litigation, regulatory action and potential liability and
the costs and operational consequences of implementing further data protection measures.
Furthermore, we are subject to complex and evolving laws and regulations regarding privacy, know-your-customer
requirements, data protection, cross-border data movement and other matters. Principles concerning the appropriate scope of
consumer and commercial privacy vary considerably in different jurisdictions, and regulatory and public expectations regarding
the definition and scope of consumer and commercial privacy may remain fluid. It is possible that these laws may be interpreted
and applied by various jurisdictions in a manner inconsistent with our current or future practices or inconsistent with one
another. If personal, confidential or proprietary information of customers or employees in our possession is mishandled or
misused, we may face regulatory, reputational and operational risks which could have an adverse effect on our financial
condition and results of operations. For example, the General Data Protection Regulation (“GDPR”) which imposes stringent
data protection requirements, and provides for significant penalties for noncompliance. We may face difficulty in fully
complying with these regulations and any failure to do so could subject us to significant monetary penalties, liabilities, and
adverse publicity. In the United States, the California Consumer Privacy Act (“CCPA”) is a far-reaching data privacy law,
which has been significantly amended by the California Privacy Rights Act (“CPRA”). The impact of the CPRA on us and
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others in our industry is uncertain because regulations have not been finalized. Virginia’s data privacy law is now in effect and
will be followed in the second half of 2023 by similar data privacy laws in Colorado, Connecticut and Utah. Additionally, other
states are considering enacting laws regulating data privacy and cybersecurity, and similar topics are being considered by
legislators and regulators in the U.S. and other countries. The impact of these laws on us and others in our industry is uncertain.
We also may be required to expend significant resources to prepare for and comply with the evolving standards. We could be
adversely affected if the CCPA, including as amended by CPRA, or other state, federal or international data privacy or security
laws or regulations are interpreted in a manner that would require changes in our business practices or privacy policies, or if
governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business,
financial condition and results of operations.
Our success is dependent on our key personnel.
Our success depends to a significant extent upon a number of key employees,
including members of senior
management. The loss of the services of one or more of these key employees could have a material adverse effect on our results
of operations and prospects. We believe that our future success will depend in part on our ability to attract, motivate and retain
skilled technical, managerial, marketing and sales personnel. Competition for these types of skilled personnel is intense and
there can be no assurance that we will be successful in attracting, motivating and retaining key personnel. Furthermore, our
ability to do so has been and may continue to be impacted by challenges in the labor market, which has experienced and may
continue to experience wage inflation, labor shortages, increased employee turnover, changes in availability of our workforce
and a shift toward remote work. The failure to hire and retain such personnel could materially adversely affect our business,
results of operations and financial condition.
We could have a material weakness in our internal control over financial reporting that would require remediation.
Any future failures to maintain the effectiveness of our disclosure controls and procedures, including our internal
control over financial reporting, could subject us to a loss of public confidence in our internal control over financial reporting
and in the integrity of our financial statements and our public filings with the SEC and other governmental agencies and could
harm our operating results or cause us to fail to meet our regulatory reporting obligations in a timely manner.
Changes in our tax rates or exposure to additional income tax liabilities could impact our profitability.
We are subject to income taxes in the United States and in numerous other foreign jurisdictions. Significant judgment is
required in determining our worldwide income tax provision, tax assets, and accruals for other taxes, and there are many
transactions and calculations where the ultimate tax determination is uncertain. Our future effective tax rates could be adversely
affected by changes in the mix of earnings by jurisdictions with differing statutory tax rates, changes in the valuation of
deferred tax assets and liabilities and changes in tax laws or tax rates. Furthermore, we are regularly subject to audit by tax
authorities with respect to both income and other non-income taxes. Unfavorable audit results or tax rulings, or other changes
resulting in significant additional tax liabilities, could have material adverse effects upon our earnings, cash flows, and financial
condition.
Litigation or regulatory proceedings may materially adversely affect our business, results of operations and financial
condition.
We are a party to various lawsuits, claims and loss contingencies arising in the ordinary course of business, including
insured worker's compensation, auto, and general liability claims, assertions by certain regulatory and governmental agencies
related to permitting requirements and/or air, wastewater and storm water discharges from the Company’s processing facilities,
litigation involving tort, contract, statutory, labor, employment, and other claims, and tax matters. The outcome of litigation,
particularly class action lawsuits, and regulatory proceedings is difficult
to assess or quantify. Plaintiffs (including
governmental agencies) in these types of lawsuits and proceedings may seek recovery of very large or indeterminate amounts,
and the magnitude of the potential loss relating to such lawsuits or proceedings may remain unknown for substantial periods of
time. The costs of responding to or defending future litigation or regulatory proceedings may be significant and any future
litigation or regulatory proceedings may divert the attention of management away from our strategic objectives. There may also
be adverse publicity associated with litigation or regulatory proceedings that may decrease customer confidence in our business,
regardless of whether the allegations are valid or whether we are ultimately found liable. As a result, litigation or regulatory
proceedings may have a material adverse effect on our business, results of operations and financial condition. For more
information related to our litigation and regulatory proceedings, see Item 3. “Legal Proceedings.”
Our European pension funds may require minimum funding contributions.
In the UK and the EU, pension funds are generally subject to the Institution for Occupational Retirement Provision
Directive (Directive 2003/41/EC) (the “IORP Directive”) as implemented in the relevant EU Member States (and the UK). The
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IORP Directive provides for certain general solvency requirements but allows EU Member States discretion to impose specific
national requirements. As a result, the solvency of EU pension funds are mostly regulated on a national level. On December 23,
2016, the new IORP Directive (“IORP Directive II”) was published on the Official Journal of the European Union and entered
into force on January 12, 2017, though this did not make substantive changes to the solvency requirements under the original
IORP Directive. The IORP Directive II recognizes in one of its recitals that changes in this area could potentially decrease the
willingness of employers to provide occupational pension schemes. EU Member States were required to implement IORP
Directive II into national legislation by January 13, 2019. Article 62.2., letters (a) and (c), of the IORP Directive II states that
the Commission should review and report on the application of the directive by January 13, 2023 looking at the adequacy of the
directive “from a prudential and governance point of view” and the impact of the directive on the stability of IORPs. However,
during the course of 2021, members of the Commission have commented that the planned review is likely to be postponed until
2024 given that many EU Member States were late in fully transposing the directive. The UK introduced legislation with effect
from January 13, 2019 to implement certain parts of IORP Directive II: (i) the Occupational Pension Schemes (Governance)
(Amendment) Regulations 2018, SI 2018/1103, which implemented the governance provisions; (ii) the Occupational Pension
Schemes (Cross-border Activities) (Amendment) Regulations 2018, SI 2018/1102, which implemented the requirements
relating to cross-border activity and cross-border transfers; and (iii) the Pension Protection Fund (Pensionable Service) and
Occupational Pension Schemes (Investment and Disclosure) (Amendment and Modification) Regulations 2018, SI 2018/988,
which (among other things) made amendments to the content requirements of statements of investment principles so as to
require trustees to state, from October 1, 2019, their policy on ‘financially material considerations’. The UK government
considered that the other aspects of IORP Directive II were already adequately covered by the existing UK law. Given that
IORP Directive II had already been implemented in UK law, the European Union (Withdrawal) Act 2018 had preserved any
legislation made in the UK to implement the obligations under IORP Directive II (including those carried over from the original
IORP Directive). That legislation has not changed immediately following Brexit, and there is not yet indication that the UK
legislation and regulation will diverge from that of the EU. The UK Pensions Regulator (“TPR”) has published a consultation
on its new code of practice, and a draft of the single code (the “Code”), which will cover additional governance requirements to
implement IORP Directive II in the UK. The Code will consolidate TPR’s existing codes of practice and introduce new
modules to cover the requirements of IORP Directive II (and the underlying UK regulations which implemented the directive).
These include the requirement for trustees to have in place remuneration policies and “own risk assessments”, and guidance on
topics such as continuity planning.
The insurance coverage that we maintain may not cover, or fully cover, all operational risks, and if the number or severity of
claims for which we are self-insured increases, if we are required to accrue or pay additional amounts because the claims
prove to be more severe than our recorded liabilities, if our insurance premiums increase or if we are unable to obtain
insurance at acceptable rates or at all, our financial condition and results of operations may be materially adversely
affected.
We maintain property, business interruption and casualty insurance but such insurance may not cover all of the risks
associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered.
We may incur losses beyond the limits, or outside the coverage, of our insurance policies,
including liabilities for
environmental remediation. Additionally, our worker’s compensation, auto and general liability policies contain significant
deductibles or self-insured retentions. We develop bi-yearly and record quarterly an estimate of our projected insurance-related
liabilities. We estimate the liabilities associated with the risks retained by us, in part, by considering historical claims
experience, demographic and severity factors and other actuarial assumptions. Any actuarial projection of losses is subject to a
degree of variability. If the number or severity of claims for which we are self-insured increases, or we are required to accrue or
pay additional amounts because the claims prove to be more severe than our original assessments, our financial condition and
results of operations may be materially adversely affected. In addition, in the future, the types of insurance we obtain and the
level of coverage we maintain may be inadequate or we may be unable to continue to maintain our existing insurance or obtain
comparable insurance at a reasonable cost. Any such inadequacy of, or inability to obtain, insurance coverage could have a
material adverse effect on our business, financial condition and results of operations.
We may divest of certain of our brands or businesses from time to time, which could adversely affect us.
We evaluate our business regularly and, from time to time, we may decide to divest ourselves of brands or businesses
that do not meet our strategic objectives or do not meet our growth or profitability targets. No assurance can be given that we
will be able to divest of a brand or business on favorable terms or without significant costs or that we will be able to achieve the
anticipated benefits or cost savings from the divestitures. Any such divestitures may adversely affect our results of operations if
we are unable to offset the dilutive impacts from the loss of revenue associated with the divested brands or businesses, or
otherwise achieve the anticipated benefits or cost savings from the divestitures. Moreover, we may incur asset impairment
charges related to divestitures that reduce our profitability.
Page 39
Terrorist attacks or acts of war may cause damage or disruption to us and our employees, facilities, information systems,
security systems, suppliers and customers, which could materially and adversely affect our net sales, costs and expenses and
financial condition.
Terrorist attacks, such as those that occurred on September 11, 2001, have contributed to economic instability in the
United States and in certain other countries, and further acts of terrorism, bioterrorism, cyberterrorism, violence or war could
affect the markets in which we operate, our business operations, our expectations and other forward-looking statements
contained in this report. The potential for future terrorist attacks, the U.S. and international responses to terrorist attacks and
other acts of war or hostility, including the ongoing conflicts in the Middle East, Africa, North Korea and Ukraine, may cause
economic and political uncertainties and cause our business to suffer in ways that cannot currently be predicted. Events such as
those referred to above could cause or contribute to a general decline in investment valuations. In addition, terrorist attacks,
particularly acts of bioterrorism, that directly impact our facilities or those of our suppliers or customers could have an impact
on our sales, supply chain, production capability and costs and our ability to deliver our finished products.
We may be unable to protect our intellectual property rights.
trade names,
We maintain valuable patents,
trade secrets, proprietary
trademarks, service marks, copyrights,
technologies and similar intellectual property, and consider our intellectual property to be of material value. Our efforts to
protect our intellectual property and proprietary rights may not be sufficient. Patents may not be issued for any pending or
future patent applications owned by or licensed to us, and the claims allowed under any issued patents may not be sufficiently
broad to protect our technology. Any issued patents owned by or licensed to us may be challenged, invalidated or circumvented,
and the rights under these patents may not provide us with competitive advantages. In addition, competitors may design around
our technology or develop competing technologies. Intellectual property rights may also be unavailable or limited in some
foreign countries, which could make it easier for competitors to capture market position in such countries by utilizing
technologies that are similar to those developed or licensed by us. If we do not obtain sufficient protection for our intellectual
property, or if we are unable to effectively protect our intellectual property rights, our competitiveness could be impaired, which
would limit our growth and future revenue. Any litigation to enforce our intellectual property rights, protect our trade secrets or
determine the validity and scope of the proprietary rights of others could result in substantial costs and diversion of resources,
with no assurance of success.
Our products, processes, methods, and equipment may infringe upon the intellectual property rights of others, which may
cause us to incur unexpected costs or prevent us from selling our products.
We have in the past and may in the future be subject to legal proceedings and claims in the ordinary course of our
business, including claims of alleged infringement of patents, trademarks and other intellectual property rights of third parties
by us or our customers. Any such claims, whether or not meritorious, could result in costly litigation and divert the efforts of
our management. Moreover, should we be found liable for infringement, we may be required to enter into licensing agreements
(which may not be available on acceptable terms or at all) or to pay damages and cease making or selling certain products. Any
of the foregoing could cause us to incur significant costs and prevent us from manufacturing or selling our products and thereby
materially adversely affect our business, results of operations and financial condition.
The healthcare reform legislation in the United States and its implementing regulations could impact the healthcare benefits
we are required to provide our employees in the United States and cause our compensation costs to increase, potentially
reducing our net income and adversely affecting our cash flows.
In March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education
Affordability Reconciliation Act (the “ACA”), was signed into law in the United States. This healthcare reform legislation and
its applicable implementing regulations contain provisions that could materially impact our healthcare costs, including the
contributions we are required to make to our benefit plans. In particular, the requirement that we either offer our full-time
employees healthcare coverage that satisfies the ACA's affordability and minimum value standards or potentially be subject to a
penalty became effective in calendar year 2015. In addition, beginning in 2016, we had to file information returns with the IRS
regarding the health insurance coverage offered to our full-time employees in the prior calendar year and furnish to employees a
statement that includes the same information provided to the IRS. While we have timely filed such returns and provided our
employees with the required statements to date, failure to do so in the future could expose us to reporting penalties under
applicable sections of the Internal Revenue Code. These provisions could reduce our net income and adversely affect our cash
flows.
Several legislative changes to, or regulatory changes under, all or certain portions of the ACA have been made. For
example, on December 20, 2019, former President Trump signed Public Law 116-94, a spending bill that included provisions
repealing the so-called “Cadillac” tax on certain high-cost employer-sponsored insurance plans and the annual fee imposed on
certain health insurance providers based on market share. Former President Trump also signed two executive orders and other
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directives designed to delay the implementation of certain provisions of the ACA or otherwise circumvent some of the
requirements for health insurance mandated by the ACA. While Congress has not passed comprehensive repeal legislation, bills
affecting the implementation of the ACA have been signed into law. For example, the Tax Cuts and Jobs Act, passed in
December 2017, includes a provision repealing, effective January 1, 2019, the tax-based shared responsibility payment imposed
by the ACA on certain individuals who fail to maintain qualifying health coverage for all or part of a year that is commonly
referred to as the “individual mandate” (although a few states have adopted individual mandate requirements that assess
penalties against individuals based on their uninsured status). There have also been various judicial challenges to the ACA. For
example, on June 17, 2021, the U.S. Supreme Court dismissed a judicial challenge to the ACA brought by several states
without specifically ruling on the constitutionality of the ACA. There is uncertainty regarding any future healthcare reform that
the administration or Congress may propose, if any, including whether any proposals will encompass or potentially alter the
full-time employee healthcare coverage requirements and reporting obligations imposed on large employers like us. Any
changes may likely take time to unfold, and we cannot predict the ultimate content, timing, or effect of any healthcare reform
legislation or the impact of potential legislation or related proposals and policies on us. We cannot assure that healthcare
coverage laws, as currently enacted or as repealed or amended in the future, will not adversely affect our business and financial
results and we cannot predict how future federal or state legislative or administrative changes relating to healthcare reform will
affect our business.
We may incur significant charges and experience disruptions or losses of customer and/or supplier relationships in the event
we close or divest all or part of a manufacturing plant or facility.
We periodically assess our manufacturing operations in order to manufacture and distribute our products in the most
efficient manner. Based on our assessments, we may make capital
improvements to modernize certain units, move
manufacturing or distribution capabilities from one plant or facility to another plant or facility, discontinue manufacturing or
distributing certain products or close or divest all or part of a manufacturing plant or facility. The closure or divestiture of all or
part of a manufacturing plant or facility could result in future charges and disruptions or losses of customer and/or supplier
relationships that could be significant to our business, results of operations and financial condition.
We may not be able to achieve reduction of our greenhouse gas emissions and other sustainability goals.
We have developed and publicized, and expect to continue to establish, goals, targets, and other objectives related to
sustainability matters. Such statements reflect our current plans at the time they are made, and do not constitute a guarantee that
they will be achieved. Our efforts to research, establish, accomplish, and accurately report on these goals, targets, and
objectives could expose us to operational, reputational, financial, legal, and other risks. Our ability to achieve any stated goal,
target, or objective is and will be subject to numerous factors and conditions, many of which are outside of our control, such as
evolving regulatory or quasi-regulatory sustainability standards, differing requirements and the pace of changes in technology.
We may face increased scrutiny from the investment community, other stakeholders, regulators, and the media related
to our sustainability activities, including the goals, targets, and objectives that we announce, and our methodologies and
timelines for pursuing them. If our sustainability practices do not meet investor or other stakeholder expectations and standards,
which continue to evolve, our reputation, ability to attract or retain employees, and attractiveness as an investment or business
partner could be negatively impacted. Similarly, our failure or perceived failure to pursue or fulfill our goals, targets, and
objectives, to comply with ethical, environmental, or other standards, regulations, or expectations, or to satisfy various reporting
standards with respect to these matters, within the timelines that we announce, or at all, could have the same negative impacts,
as well as expose us to government enforcement actions and private litigation. Even if we achieve the goals, targets, and
objectives we set, we may not realize all of the benefits that we expected at the time such goals, targets, and objectives were
established.
The United Kingdom's withdrawal from the EU could have an adverse effect on our business, investments and future
operations in Europe.
The UK ceased to be a member of the EU on January 31, 2020 (“Brexit”), creating uncertainty in the global financial
markets. On December 24, 2020, the EU and the UK reached an agreement in principle on certain agreements and declarations
governing the ongoing relationship between the EU and the UK (the “EU-UK Trade and Cooperation Agreement”). The EU-
UK Trade and Cooperation Agreement, which applied since January 1, 2021,
affects Darling Ingredients International’s
business in Europe with respect to goods and employees, among other things. The EU-UK Trade and Cooperation Agreement
entails, inter alia, that customs checks and controls apply to all UK exports entering the EU, as well as EU exports entering
the UK, as it treats the UK as a third country. As a result, UK exports of products that are derived from animal by-products
entering the EU must follow third country rules, including being accompanied by an export health certificate or model
declaration form, and can be subjected to veterinary checks or having to enter through designated board inspection posts. Under
the UK Border Operating Model, certain additional controls on imports into the UK are being introduced in a phased manner
Page 41
under transitional measures. In comparison, under the terms of the Northern Ireland Protocol (the “NI Protocol”), contained
within the EU (Withdrawal Agreement) Act 2020, Northern Ireland is treated for the same purposes as if it were still an EU
member state, and must remain aligned to the EU single market and customs rules. The UK government has attempted to
renegotiate fundamental aspects of the NI Protocol so this is an unpredictable area for companies in the near future. Failed
attempts to renegotiate the NI Protocol have led to reports of the UK potentially triggering Article 16 of the NI Protocol, a
safeguarding measure, that may be engaged unilaterally if the application of the NI Protocol leads to serious economic, societal
or environmental difficulties that are liable to persist, or to diversion of trade. Currently, the UK government has introduced a
bill ‘Northern Ireland Protocol Bill’ which if enacted into law would enable the government to unilaterally disapply parts of the
NI Protocol which may lead to changes to the regulatory environment in Northern Ireland, and may trigger retaliatory measures
against the UK by the EU. The EU-UK Trade and Cooperation Agreement allows for future deviation from the current
regulatory framework and it is not known if and/or when any deviations may occur, which may have an impact on Darling
Ingredient’s business. These developments and the impact of the terms of the Protocol can cause import/export delays between
the EU and the UK, and can entail additional costs within the UK itself, where imports/exports are with Northern Ireland.
Additionally,
the EU-UK Trade and Cooperation Agreement can potentially impair the ability of Darling Ingredients
International to transact business in the UK, including by restricting the free travel of employees. Freedom of movement
between the UK and EU has ended, meaning neither UK nor EU citizens are able to live and work in the EU without certain
visas (other than short-term visits for specific purposes (e.g., attending meetings, conducting training) in accordance with local
immigration laws). Moreover, the application of the EU-UK Trade and Cooperation Agreement and any other relevant
agreements that may be made between the UK and the EU, and the divergence of laws applicable in the EU and UK as the UK
adopts its own legislation will continue to present legal uncertainty. For example, the Retained EU Law (Revocation and
Reform) Bill (the “Bill”) was introduced to the UK Parliament on September 22, 2022, which, among other things, purports to
revoke, change the interpretation and implementation of, and modify powers of certain EU laws retained by the EU
(Withdrawal Agreement) Act 2020. Under the Bill, all retained EU law contained in domestic secondary legislation and
retained direct EU legislation will expire on 31 December, 2023 (or at a later date prior to 23 June, 2026), unless positive action
is taken by the UK Government to implement it into UK law. The Bill progressed to committee stage in the House of Commons
on 8 November, 2022, with dates of the report stage to be announced. Furthermore, these developments may continue to
adversely affect European and worldwide economic conditions, as uncertainties remain relating to certain aspects of the UK’s
future economic, trading and legal relationships with the EU and with other countries. These effects could have an adverse
effect on our business, investments and future operations in Europe.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
As of December 31, 2022, the Company's corporate headquarters is located at 5601 N MacArthur Boulevard, Irving,
Texas, 75038.
As of December 31, 2022, the Company operates a global network of over 260 locations, including 185 production
facilities, across five continents. All of the processing facilities are owned except for 10 leased facilities and the Company
owns and leases a network of transfer stations. The following is a listing of a majority of the Company's operating plants as of
December 31, 2022 by operating segment with a description of the plants principal process.
LOCATION
Feed Ingredients Segment
Albertville, Alabama, United States
Amarillo, Texas, United States
Baltimore, Maryland, United States
Bastrop, Texas, United States
Bellevue, Nebraska, United States
Berlin, Wisconsin, United States
Bernailillo, New Mexico, United States
Blue Earth, Minnesota, United States
Blue Island, Illinois, United States
Boa Vista do Sul, Brazil
Boise, Idaho, United States
Burgum, Netherlands
Butler, Kentucky, United States
Butler, Kentucky, United States
Cacoal, Brazil
DESCRIPTION
Bakery Residuals
Animal By-Products
Used Cooking Oil
Animal By-Products
Animal By-Products
Animal By-Products
Used Cooking Oil
Animal By-Products
Used Cooking Oil/Trap Processing
Animal By-Products
Animal By-Products
Animal By-Products
Animal By-Products
Bakery Residuals
Animal By-Products
Page 42
Animal By-Products
Capela de Santana, Brazil
Animal By-Products
Carambei, Brazil
Animal By-Products
Clinton, Iowa, United States
Animal By-Products
Coldwater, Michigan, United States
Animal By-Products
Collinsville, Oklahoma, United States
Animal By-Products
Cruzeiro do Sul, Brazil
Animal By-Products
Cruzeiro do Sul, Brazil
Animal By-Products
Dallas, Texas, United States
Animal By-Products
Denver, Colorado, United States
Animal By-Products
Des Moines, Iowa, United States
Doswell, Virginia, United States
Bakery Residuals
Animal By-Products
Dundas, Ontario, Canada
Animal By-Products
Dourados, Brazil
Animal By-Products
East Dublin, Georgia, United States
Animal By-Products
E. St. Louis, Illinois, United States
Ellenwood, Georgia, United States
Animal By-Products
Fayetteville, North Carolina, United States Animal By-Products
Animal By-Products
Fresno, California, United States
Animal By-Products
Grapeland, Texas, United States
Hamilton, Michigan, United States
Animal By-Products
Fertilizer
Henderson, Kentucky, United States
Bakery Residuals
Henderson, Kentucky, United States
Animal By-Products
Hickson, Ontario, Canada
Honey Brook, Pennsylvania, United States Bakery Residuals
Houston, Texas, United States
Itauba, Brazil
Jackson, Mississippi, United States
Jaraguari, Brazil
Kansas City, Kansas, United States
Kansas City, Kansas, United States
Knoxville, Tennessee, United States
Lewiston, North Carolina, United States
Lexington, Nebraska, United States
Lingen, Germany
Linkwood, Maryland, United States
Linville, Virginia, United States
Loenen, Netherlands
Los Angeles, California, United States
Luohe, China
Maquoketa, Iowa, United States
Marshville, North Carolina, United States
Maryborough, Australia
Maysville, Kentucky, United States
Mason City, Illinois, United States
McBride, Missouri, United States
Mering, Germany
Mifflintown, Pennsylvania, United States Wet Pet Food
Moorefield, Ontario, Canada
Muscatine, Iowa, United States
Newark, New Jersey, United States
Newberry, Indiana, United States
North Baltimore, Ohio, United States
Omaha, Nebraska, United States
Omaha, Nebraska, United States
Osetnica, Poland
Paducah, Kentucky, United States
Pocahontas, Arkansas, United States *
Ravenna, Nebraska, United States
Rose Hill, North Carolina, United States
Rose Hill, North Carolina, United States
Russellville, Kentucky, United State
Saint-Catherine, Quebec, Canada*
Animal By-Products
Animal By-Products
Animal By-Products
Animal By-Products
Animal By-Products
Protein Refining
Animal By-Products
Animal By-Products
Animal By-Products
Blood
Animal By-Products
Animal By-Products
Animal By-Products
Animal By-Products
Blood
Blood
Bakery Residuals
Blood
Protein Refining
Animal By-Products
Bakery Residuals
Blood
Animal By-Products
Bakery Residuals
Animal By-Products
Animal By-Products
Bakery Residuals
Protein Refining
Animal By-Products
Animal By-Products
Wet Pet Food
Animal By-Products
Wet Pet Food
Animal By-Products
Fat Extraction
Animal By-Products
Used Cooking Oil
Page 43
Blood
San Angelo, Texas, United States
Animal By-Products
San Francisco, California, United States *
São Domingos do Araguaia, Brazil
Animal By-Products
Animal By-Products
Sioux City, Iowa, United States
Trap Processing
Smyrna, Georgia, United States
Wet Pet Food
Springdale, Arkansas, United States
Animal By-Products
Son, Netherlands
Animal By-Products
Starke, Florida, United States
Blood
Suzhou, China
Animal By-Products
Tacoma, Washington, United States *
Animal By-Products
Tama, Iowa, United States
Animal By-Products
Tampa, Florida, United States
Animal By-Products
Terre Hill, Pennsylvania, United States
Used Cooking Oil
Truro, Novia Scotia, Canada
Animal By-Products
Tubarão, Brazil
Animal By-Products
Turlock, California, United States
Fertilizer
Turlock, California, United States
Animal By-Products
Uberaba, Brazil
Animal By-Products
Union City, Tennessee, United States
Animal By-Products
Usnice, Poland
Animal By-Products
Veribest, Texas, United States
Wadesborro, North Carolina, United States Animal By-Products
Animal By-Products
Wahoo, Nebraska, United States
Animal By-Products
Ward, South Carolina, United States
Bakery Residuals/Protein Refining
Watts, Oklahoma, United States
Animal By-Products
Wichita, Kansas, United States
Winchester, Virginia, United States
Animal By-Products
Animal By-Products
Winesburg, Ohio, United States *
Winnipeg, Manitoba, Canada
Animal By-Products
Animal By-Products
Xanxerê, Brazil
Xinguara, Brazil
Animal By-Products
Food Ingredients Segment
Almere, Netherlands
Amparo, Brazil
Angouleme, France
Da'an, China
Dubuque, Iowa, United States
Eindhoven, Netherlands
Elsholz, Germany
Erolzheim, Germany
Gent, Belgium
Girona, Spain
Harlingen, Netherlands
Ilse-Sur-La-Sorgue, France
Kaiping, China
Lubien, Poland
Peabody, Massachusetts, United States
Porto, Portugal
Presidente Epitacio, Brazil
Stoke-on Trent, United Kingdom
Versmold, Germany
Vuren, Netherlands
Wenzhou, China
Fuel Ingredients Segment
Antwerp, Belgium
Belm-Icker, Germany
Denderleeuw, Belgium
Denderleeuw, Belgium
Jagel, Germany
Rotenburg, Germany
Son, Netherlands
Casings
Collagen
Collagen
Collagen
Collagen
Fat
Fat
Fat
Collagen
Collagen
Fat
Collagen
Collagen
Fat
Collagen
Casings
Collagen
Bone
Fat
Bone
Collagen
Digester
Bioenergy
Bioenergy
Digester
Bioenergy
Bioenergy
Bioenergy
Page 44
Son, Netherlands
* Leased
Digester
Rent expense for our leased properties was $16.6 million in the aggregate in fiscal 2022. We believe our current
properties are suitable and adequate for their intended purpose.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various lawsuits, claims and loss contingencies arising in the ordinary course of its
business, including insured worker's compensation, auto, and general liability claims, assertions by certain regulatory and
governmental agencies related to permitting requirements and environmental matters, including air, wastewater and storm water
discharges from the Company's processing facilities, litigation involving tort, contract, statutory, labor, employment, and other
claims, and tax matters.
The Company’s workers compensation, auto and general liability policies contain significant deductibles or self-
insured retentions. The Company estimates and accrues its expected ultimate claim costs related to accidents occurring during
each fiscal year under these insurance policies and carries this accrual as a reserve until these claims are paid by the Company.
As a result of the matters discussed above, the Company has established loss reserves for insurance, environmental,
litigation and tax contingencies. At December 31, 2022 and January 1, 2022, the reserves for insurance, environmental,
litigation and tax contingencies reflected on the balance sheet in accrued expenses and other non-current liabilities were
approximately $92.1 million and $78.4 million,
respectively. The Company has insurance recovery receivables of
approximately $36.0 million and $31.8 million as of December 31, 2022 and January 1, 2022, related to insurance
contingencies. The Company’s management believes these reserves for contingencies are reasonable and sufficient based upon
present governmental regulations and information currently available to management; however, there can be no assurance that
final costs related to these contingencies will not exceed current estimates. The Company believes that the likelihood is remote
that any additional liability from the lawsuits and claims that may not be covered by insurance would have a material effect on
the Company's financial position, results of operations or cash flows.
Lower Passaic River Area. In December 2009, the Company, along with numerous other entities, received notice from
the United States Environmental Protection Agency (“EPA”) that the Company (as alleged successor-in-interest to The
Standard Tallow Corporation) is considered a potentially responsible party (a “PRP”) with respect to alleged contamination in
the lower 17-mile stretch of the Passaic River (the “Lower Passaic River”) which is part of the Diamond Alkali Superfund Site
located in Newark, New Jersey. The Company’s designation as a PRP is based upon the operation of former plant sites located
in Newark and Kearny, New Jersey by The Standard Tallow Corporation, an entity that the Company acquired in 1996.
In
March 2016, the Company received another letter from EPA notifying the Company that it had issued a Record of Decision (the
“ROD”) selecting a remedy for the lower 8.3 miles of the Lower Passaic River area at an estimated cost of $1.38 billion. The
EPA letter makes no demand on the Company and laid out a framework for remedial design/remedial action implementation in
which the EPA will first seek funding from major PRPs. The letter indicates that the EPA has sent the letter to over 100 parties,
which include large chemical and refining companies, manufacturing companies, foundries, plastic companies, pharmaceutical
companies and food and consumer product companies. The Company asserts that it is not responsible for any liabilities of its
former subsidiary The Standard Tallow Corporation, which was legally dissolved in 2000, and that, in any event, The Standard
Tallow Corporation did not discharge any of the eight contaminants of concern identified in the ROD (the “COCs”).
Subsequently, the EPA conducted a settlement analysis using a third-party allocator and offered early cash out settlements to
those PRP's for whom the third-party allocator determined did not discharge any of the COC's. The Company participated in
this allocation process, and in November 2019, received a cash out settlement offer from the EPA in the amount of $0.6 million
($0.3 million for each of the former plant sites in question) for liabilities relating to the lower 8.3 miles of the Lower Passaic
River area. The Company accepted this settlement offer, and the settlement became effective on April 16, 2021 following the
completion of the EPA's administrative approval process. In September 2021, the EPA released a ROD selecting an interim
remedy for the upper nine miles of the Lower Passaic River at an expected additional cost of $441 million. In October 2022,
the Company, along with other settling defendants, entered into a Consent Decree with the EPA pursuant to which the
Company paid $0.3 million to settle liabilities for both of the former plant sites in question related to the upper nine miles of the
Lower Passaic River. The Company paid this amount into escrow, as the settlement is subject to the EPA’s administrative
approval process, which includes publication, a public comment period and court approval. On September 30, 2016, Occidental
Chemical Corporation (“OCC”) entered into an agreement with the EPA to perform the remedial design for the cleanup plan for
the lower 8.3 miles of the Passaic River. On June 30, 2018, OCC filed a complaint in the United States District Court for the
District of New Jersey against over 100 companies, including the Company, seeking cost recovery or contribution for costs
under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) relating to various
Page 45
investigations and cleanups OCC has conducted or is conducting in connection with the Lower Passaic River. According to the
complaint, OCC has incurred or is incurring costs which include the estimated cost to complete the remedial design for the
cleanup plan for the lower 8.3 miles of the Lower Passaic River. OCC is also seeking a declaratory judgment to hold the
defendants liable for their proper shares of future response costs, including the remedial action for the lower 8.3 miles of the
Lower Passaic River. The Company, along with 40 of the other defendants, had previously received a release from OCC of its
CERCLA contribution claim of $165 million associated with the costs to design the remedy for the lower 8.3 miles of the
Lower Passaic River. Furthermore, the Company's settlement with the EPA described above could preclude certain of the
claims alleged by OCC against the Company. The Company's ultimate liability, if any, for investigatory costs, remedial costs
and/or natural resource damages in connection with the Lower Passaic River area cannot be determined at this time; however,
as of the date of this report, the Company has found no definitive evidence that the former Standard Tallow Corporation plant
sites contributed any of the COCs to the Passaic River and, therefore, there is nothing that leads the Company to believe that
this matter will have a material effect on the Company's financial position, results of operations or cash flows.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Page 46
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
The Company’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “DAR”.
Holders
The Company has been notified by its stock transfer agent that as of February 23, 2023, there were 161 holders of
record of the common stock.
Dividend Policy
The Company has not paid any dividends on its common stock since January 3, 1989 and does not expect to pay cash
dividends in 2023. The agreements underlying the Company's senior secured credit facilities and senior notes permit the
Company to pay cash dividends on its common stock within limitations defined in such agreements. Any future determination
to pay cash dividends on the Company’s common stock will be at the discretion of the Company’s board of directors and will
be based upon the Company’s financial condition, operating results, capital requirements, plans for expansion, restrictions
imposed by any existing or future financing arrangements, and any other factors that the board of directors determines are
relevant.
Issuer Purchases of Equity Securities
On December 9, 2021, the Company's Board of Directors approved the extension for an additional two years ending
August 13, 2024 of its previously announced share repurchase program and refreshed and increased the amount of the program
up to an aggregate amount of $500.0 million of the Company's Common Stock depending on market conditions. Under this
program, we repurchased 1,916,785 shares for approximately $125.5 million including commissions in fiscal 2022 and
repurchased 57,431 shares in early 2023 for approximately $3.4 million including commissions. As of the date of this report,
the Company had approximately $371.1 million remaining in its share repurchase program initially approved in August 2017
and subsequently extended to August 13, 2024.
The following table is a summary of equity securities purchased by the Company during the fourth quarter of fiscal
2022.
ISSUER PURCHASES OF EQUITY SECURITIES
Period
October 2022:
October 2, 2022 through October 29, 2022
November 2022:
October 30, 2022 through November 26, 2022
December 2022:
November 27, 2022 through December 31,
2022
Total
Total Number
of Shares
Purchased (1)
Average
Price Paid
per Share (2)
2,316
37,621
$
$
76.90
71.78
$
328,063
368,000 (3) $
63.53
70.39
Total Number
of Shares
Purchased as
part of Publicly
Announced
Plans or
Programs (4)
Maximum Number
(or Approximate
Dollar Value) of
Shares that may yet
be Purchased Under
the Plan or Programs
at End of Period.
— $
396,970,892
34,665
301,328
335,993
$
$
$
394,548,677
374,507,112
374,507,112
Page 47
(1)
(2)
(3)
(4)
All shares purchased during the fourth quarter were acquired by the Company pursuant to the announced
share repurchase program (other than shares withheld for taxes on restricted stock and exercised options and
the strike price on exercised options).
The average price paid per share is calculated on a trade date basis and excludes commissions.
Includes 32,007 shares withheld for taxes on restricted stock and options.
Represents purchases made during the quarter under the authorization from the Company's Board of
Directors, as announced, to repurchase up to an aggregate of $500 million of the Company's common stock
over the period ending August 13, 2024, unless extended or shortened by the Board of Directors.
Separate from this share repurchase program, a total of 764,119 shares were withheld from equity award recipients to
cover payroll taxes on the vesting of shares of restricted stock, restricted stock units, exercised options and the strike price on
exercised options during fiscal 2022 pursuant to the terms of our 2017 Omnibus Incentive Plan and 2012 Omnibus plan, as
amended.
Common Stock Performance Graph
Set forth below is a line graph comparing the change in the cumulative total stockholder return on the Company's
common stock with the cumulative total return of the Russell 2000 Index and the Dow Jones US Waste and Disposal Service
Index for the period from December 30, 2017 to December 31, 2022, assuming the investment of $100 on December 30, 2017
and the reinvestment of dividends.
Page 48
The stock price performance shown on the following graph only reflects the change in the Company's stock price
relative to the noted indices and is not necessarily indicative of future price performance.
FISCAL YEAR ENDED DECEMBER 31, 2022
PRICE/INDEX
382.18
345.23
318.15
201.47
190.58
154.44
135.37
111.67
144.12
134.00
153.85
122.41
100.00
105.02
100.11
88.28
400
350
300
250
200
150
100
50
12/30/17
12/29/18
12/28/19
01/02/21
01/01/22
12/31/22
DAR
DJPOL
RUSS 2K
EQUITY COMPENSATION PLANS
The information required by this Item with respect to Item 201(d) of Regulation S-K appears in Item 12 of this report.
ITEM 6. RESERVED
Page 49
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following Management's Discussion and Analysis of Financial Condition and Results of Operations contains
forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain factors, including those set forth below under the
heading “Forward Looking Statements” and in Item 1A of this report under the heading “Risk Factors.”
Fiscal Year 2022 Overview
The Company is a global developer and producer of sustainable natural ingredients from edible and inedible bio-
nutrients, creating a wide range of ingredients and customized specialty solutions for customers in the pharmaceutical, food, pet
food, feed, industrial, fuel, bioenergy and fertilizer industries. In fiscal 2022, the Company completed several acquisitions
including two material rendering operations, Valley Proteins in North America (the “Valley Acquisition”) and the FASA Group
in South America (the “FASA Acquisition”). With operations on five continents, the Company collects and transforms all
aspects of animal by-product streams into useable and specialty ingredients, such as collagen, edible fats, feed-grade fats,
animal proteins and meals, plasma, pet food ingredients, organic fertilizers, yellow grease, fuel feedstocks, green energy,
natural casings and hides. The Company also recovers and converts recycled oils (used cooking oil and animal fats) into
valuable fuel and feed ingredients and collects and processes residual bakery products into feed ingredients.
In addition, the
Company provides environmental services, such as grease trap collection and disposal services to food service establishments.
The Company sells its products domestically and internationally and operates within three industry segments: Feed Ingredients,
Food Ingredients and Fuel Ingredients.
The Feed Ingredients operating segment includes the Company's global activities related to (i) the collection and
processing of beef, poultry and pork animal by-products in North America, Europe and South America into non-food grade oils
and protein meals, (ii) the collection and processing of bakery residuals in North America into Cookie Meal®, which is
predominantly used in poultry and swine rations, (iii) the collection and processing of used cooking oil in North America and
South America into non-food grade fats, (iv) the collection and processing of porcine and bovine blood in China, Europe, North
America and Australia into blood plasma powder and hemoglobin, (v) the processing of selected portions of slaughtered
animals into a variety of meat products for use in pet food in Europe, North America and South America, (vi) the processing of
cattle hides and hog skins in North America, (vii) the production of organic fertilizers using protein produced from the
Company’s animal by-products processing activities in North America and Europe, (viii) the rearing and processing of black
soldier fly larvae into specialty proteins for use in animal feed and pet food in North America, and (ix) the provision of grease
trap services to food service establishments in North America. Non-food grade oils and fats produced and marketed by the
Company are principally sold to third parties to be used as ingredients in animal feed and pet food, as an ingredient for the
production of renewable diesel and biodiesel, or to the oleo-chemical industry to be used as an ingredient in a wide variety of
industrial applications. Protein meals, blood plasma powder and hemoglobin produced and marketed by the Company are sold
to third parties to be used as ingredients in animal feed, pet food and aquaculture.
The Food Ingredients operating segment includes the Company's global activities related to (i) the purchase and
processing of beef and pork bone chips, beef hides, pig skins, and fish skins into collagen in Europe, China, South America and
North America, (ii) the collection and processing of porcine and bovine intestines into natural casings in Europe, China and
North America, (iii) the extraction and processing of porcine mucosa into crude heparin in Europe, (iv) the collection and
refining of animal fat into food grade fat in Europe, and (v) the processing of bones to bone chips for the collagen industry and
bone ash in Europe. Collagens produced and marketed by the Company are sold to third parties to be used as ingredients in the
pharmaceutical, nutraceutical, food, pet food and technical (e.g., photographic) industries. Natural casings produced and
marketed by the Company are sold to third parties to be used as an ingredient in the production of sausages and other similar
food products.
The Fuel Ingredients operating segment includes the Company's global activities related to (i) the Company’s share of
the results of its equity investment in Diamond Green Diesel Holdings LLC, a joint venture with Valero Energy Corporation
to convert animal fats, recycled greases, used cooking oil, inedible corn oil, soybean oil, or other feedstocks that
(“Valero”)
become economically and commercially viable into renewable diesel (“DGD” or
the “DGD Joint Venture”) as described in
Note 2 to the Company's Consolidated Financial Statements for the period ended December 31, 2022 included herein, (ii) the
conversion of organic sludge and food waste into biogas in Europe, (iii) the collection and conversion of fallen stock and
certain animal by-products pursuant to applicable E.U. regulations into low-grade energy sources to be used in industrial
applications, and (iv) the processing of manure into natural bio-phosphate in Europe.
Page 50
Corporate Activities principally includes unallocated corporate overhead expenses, acquisition-related expenses,
interest expense net of interest income, and other non-operating income and expenses.
Economic Conditions and Uncertainties
Global Economic Conditions
We operate globally and have operations in numerous countries. As such, we are exposed to, and impacted by global
macroeconomic factors, U.S. and foreign government policies and foreign exchange fluctuations. Global economic conditions
continue to be highly volatile due to, among other things, the conflict in Ukraine and its impact on volatility in energy and other
commodity prices, inflation, cost and supply chain pressures and availability, and disruption in banking systems and capital
markets. Disturbances in world financial, credit, commodities and stock markets, including inflationary, deflationary and
recessionary conditions, could have a negative impact on the Company’s results of operations. Any such disturbances or
disruptions may also magnify the impact of other risks described in this Annual Report on Form 10-K for the fiscal year ended
December 31, 2022.
Energy Policies of U.S. and Foreign Governments
Prices for our finished products, including those of DGD, may be impacted by worldwide government policies relating
to renewable fuels and greenhouse gas emissions (“GHG”). Programs like the National Renewable Fuel Standard Program
(“RFS”) and low carbon fuel standards (“LCFS”) (such as in the state of California) and tax credits for biofuels both in the
United States and abroad are subject to revision and change which may impact the demand for our finished products. Legal
challenges or changes to, a failure to enforce, reductions in the mandated volumes under, or discontinuing or suspension of any
of these programs could have a negative impact on our business and results of operations. However, such rules and the
regulatory environment are continuing to evolve and change, and we cannot predict the ultimate effect that such changes may
have on our business.
Climate Change
There is a growing global concern that carbon dioxide and other GHG in the atmosphere may have an adverse impact
on global temperatures, weather patterns and the frequency of extreme weather and natural disasters. We are subject to physical,
operational, transitional and financial risks associated with climate change and global, regional and local weather conditions, as
well as legal, regulatory and market responses to climate change. Certain jurisdictions in which we operate have either imposed,
or are considering imposing, new or increasingly stringent legal and regulatory requirements to reduce or mitigate the potential
effects of climate change, including regulation and reduction of GHG and potential carbon pricing programs. These new or
increasingly stringent legal or regulatory requirements could result in significantly increased costs of compliance and additional
investments in facilities and equipment, and reduced raw material supplies in areas where these requirements limit or eliminate
livestock operations. While we assess climate related regulatory risks as part of our risk management process, we are unable to
predict the scope, nature and timing of any new or increasingly stringent environmental laws and regulations and therefore
cannot predict the ultimate impact of such laws and regulations on our business or financial results. We continue to monitor
existing and proposed laws and regulations in the jurisdictions in which we operate and to consider actions we may take to
potentially mitigate the unfavorable impact, if any, of such laws or regulations. Furthermore, emerging legislation seeks to
regulate corporate ESG practices, including practices related to the causes and impacts of climate change as well as supply
chain control and compliance with human rights. These new rules, which apply to all large companies and to listed small and
medium-sized enterprises, require companies to report on how sustainability issues (environmental, social, and governance)
affect their business and about their own impact on people and the environment. There has also been increased focus from our
stakeholders, including consumers, employees and investors, on our ESG practices. We expect that stakeholder expectations
with respect to ESG expectations will continue to evolve rapidly, which may necessitate additional resources to monitor, report
on, and adjust our operations.
COVID-19
Our global operations continue to expose us to risks associated with the COVID-19 pandemic as the potential impacts
of COVID-19 resurgences and variants have resulted in continued uncertainty as to the pandemic’s further duration and scope.
Various measures have been implemented at various times around the world to try to reduce the spread of the virus, including
travel bans and restrictions, quarantines, curfews, stay-at-home restrictions and other public health and safety measures. The
health and well-being of our employees continues to be a priority for us, and we will continue, as appropriate, to implement
operational guidelines in our organization consistent with the applicable governmental and regulatory policies in the
geographies we operate intended to protect our employees and prevent the spread of the virus. The extent to which COVID-19
Page 51
impacts the Company’s and DGD's business and financial results will depend on future developments, which are highly
uncertain and cannot be predicted and may vary by jurisdiction and market, including the duration and scope of the pandemic,
the emergence and spread of new variants of the virus, such as the omicron and delta variants, the likelihood of a resurgence of
positive cases, the development, availability and acceptance of effective treatments and vaccines, the speed at which such
vaccines are administered, the efficacy of current vaccines against evolving strains or variants of the virus, global economic
conditions during and after the pandemic and governmental actions that have been taken or may be taken in the future in
response to the pandemic, among others.
Operating Performance Indicators
The Company monitors the performance of its business segments using key financial metrics such as results of
operations, non-GAAP measurements (Adjusted EBITDA), segment operating income, raw material processed, gross margin
percentage, foreign currency translation, and corporate activities. The Company’s operating results can vary significantly due
to changes in factors such as the fluctuation in commodity prices and energy prices, weather conditions, crop harvests,
government policies and programs, changes in global demand, changes in standards of living, protein consumption, and global
production of competing ingredients. Due to these unpredictable factors that are beyond the control of the Company, forward-
looking financial or operational estimates are not provided. The Company is exposed to certain risks associated with a business
that is influenced by agricultural-based commodities. These risks are further described in Item 1A of this report under the
heading “Risk Factors.”
The Company’s Feed Ingredients segment animal by-products, bakery residuals, used cooking oil recovery, and blood
operations are each influenced by prices for agricultural-based alternative ingredients such as corn oil, soybean oil, soybean
meal, and palm oil. In these operations, the costs of the Company's raw materials change with, or in certain cases are indexed
to, the selling price or the anticipated selling price of the finished goods produced from the acquired raw materials and/or in
some cases, the price spread between various types of finished products. The Company believes that this methodology of
procuring raw materials generally establishes a relatively stable gross margin upon the acquisition of the raw material. Although
the costs of raw materials for the Feed Ingredients segment are generally based upon actual or anticipated finished goods selling
prices, rapid and material changes in finished goods prices, including competing agricultural-based alternative ingredients,
generally have an immediate and often times, material impact on the Company’s gross margin and profitability resulting from
the brief lapse of time between the procurement of the raw materials and the sale of the finished goods. In addition, the volume
of raw material acquired, which has a direct impact on the amount of finished goods produced, can also have a material effect
on the gross margin reported, as the Company has a substantial amount of fixed operating costs.
The Company’s Food Ingredients segment collagen and natural casings products are influenced by other competing
ingredients including plant-based and synthetic hydrocolloids and artificial casings. In the collagen operation, the cost of the
Company's animal-based raw material moves in relationship to the selling price of the finished goods. The processing time for
the Food Ingredients segment collagen and casings is generally 30 to 60 days, which is substantially longer than the Company's
Feed Ingredients segment animal by-products operations. Consequently, the Company’s gross margin and profitability in this
segment can be influenced by the movement of finished goods prices from the time the raw materials were procured until the
finished goods are sold.
The Company's Fuel Ingredients segment converts fats into renewable diesel, organic sludge and food waste into
biogas, and fallen stock into low-grade energy sources. The Company's gross margin and profitability in this segment are
impacted by world energy prices for oil, electricity, natural gas and governmental subsidies.
The reporting currency for the Company's financial statements is the U.S. dollar. The Company operates in over 15
countries and therefore, certain of the Company's assets, liabilities, revenues and expenses are denominated in functional
currencies other than the U.S. dollar, primarily in the Euro, Brazilian real, Chinese renminbi, Canadian dollar and Polish zloty.
To prepare the Company's consolidated financial statements, assets, liabilities, revenues, and expenses must be translated into
U.S. dollars at the applicable exchange rate. As a result, increases or decreases in the value of the U.S. dollar against these
other currencies will affect the amount of these items recorded in the Company's consolidated financial statements, even if their
value has not changed in the functional currency. This could have a significant impact on the Company's results, if such
increase or decrease in the value of the U.S. dollar relative to these other currencies is substantial.
Page 52
Results of Operations
Fiscal Year Ended December 31, 2022 Compared to Fiscal Year Ended January 1, 2022
Operating Performance Metrics
Other operating performance metrics indicators which management routinely monitors as an indicator of operating
performance include:
•
•
•
•
•
Finished product commodity prices
Segment results
Foreign currency exchange
Corporate activities
Non-U.S. GAAP measures
These indicators and their importance are discussed below.
Finished Product Commodity Prices
Prices for finished product commodities that the Company produces in the Feed Ingredients segment are reported each
business day on the Jacobsen Index (the “Jacobsen”), an established North American trading exchange price publisher. The
Jacobsen reports industry sales from the prior day's activity by product.
Included on the Jacobsen are reported prices for
finished products such as MBM, PM and feather meal (“FM”), hides, BFT and YG and corn, which is a substitute commodity
for the Company's BBP as well as a range of other branded and value-added products, which are products of the Company's
Feed Ingredients segment. In the United States and South America the Company regularly monitors the Jacobsen for MBM,
PM, FM, BFT, YG and corn because it provides a daily indication of the Company's U.S. and Brazilian revenue performance
against business plan benchmarks.
In Europe and South America, the Company regularly monitors Thomson Reuters
(“Reuters”) to track the competing commodities palm oil and soy meal.
Although the Jacobsen and Reuters provide useful metrics of performance, the Company's finished products are
commodities that compete with other commodities such as corn, soybean oil, palm oil complex, soybean meal and heating oil
on nutritional and functional values. Therefore, actual pricing for the Company's finished products, as well as competing
products, can be quite volatile. In addition, neither the Jacobsen nor Reuters provides forward or future period pricing for the
Company's commodities. The Jacobsen and Reuters prices quoted below are for delivery of the finished product at a specified
location. Although the Company's prices generally move in concert with reported Jacobsen and Reuters prices, the Company's
actual sales prices for its finished products may vary significantly from the Jacobsen and Reuters because of production and
delivery timing differences and because the Company's finished products are delivered to multiple locations in different
geographic regions which utilize alternative price indexes.
In addition, certain of the Company's premium branded finished
products may sell at prices that may be higher than the closest product on the related Jacobsen or Reuters index. During fiscal
year 2022, the Company's actual sales prices by product trended with the disclosed Jacobsen and Reuters prices.
Average Jacobsen and Reuters prices (at the specified delivery point) for fiscal year 2022, compared to average
Jacobsen and Reuters prices for fiscal year 2021 are:
Jacobsen:
MBM (Illinois)
Feed Grade PM (Mid-South)
Pet Food PM (Mid-South)
FM (Mid-South)
BFT (Chicago)
YG (Illinois)
Corn (Illinois)
Reuters:
Palm Oil (CIF Rotterdam)
Soy meal (CIF Rotterdam)
Avg. Price
Fiscal Year 2022
Avg. Price
Fiscal Year 2021
Increase/
(Decrease)
%
Increase/
(Decrease)
$
$
$
$
$
$
$
370.16/ton
383.02/ton
759.09/ton
562.73/ton
75.82/cwt
59.28/cwt
7.24/bushel
$
$
$
$
$
$
$
360.73/ton
342.33/ton
749.82/ton
482.98/ton
58.98/cwt
41.48/cwt
6.11/bushel
9.43/ton
$
40.69/ton
$
9.27/ton
$
79.75/ton
$
16.84/cwt
$
$
17.80/cwt
$ 1.13/bushel
$ 1,347.00/MT
552.00/MT
$
$ 1,204.00/MT
485.00/MT
$
$ 143.00/MT
67.00/MT
$
2.6 %
11.9 %
1.2 %
16.5 %
28.6 %
42.9 %
18.5 %
11.9 %
13.8 %
Page 53
The following table shows the average Jacobsen and Reuters prices for the fourth quarter of fiscal year 2022,
compared to the average Jacobsen and Reuters prices for the third quarter of fiscal year 2022.
Avg. Price
4th Quarter
2022
Avg. Price
3rd Quarter
2022
$
$
$
$
$
$
$
392.39/ton
390.37/ton
711.00/ton
579.95/ton
72.34/cwt
62.01/cwt
6.85/bushel
$
$
$
$
$
$
$
404.41/ton
388.85/ton
762.30/ton
574.07/ton
80.04/cwt
61.09/cwt
7.01/bushel
Increase/
(Decrease)
$
(12.02)/ton
$
1.52/ton
$
(51.30)/ton
$
5.88/ton
$
(7.70)/cwt
0.92/cwt
$
$(0.16)/bushel
$ 1,043.00/MT
547.00/MT
$
$ 1,130.00/MT
535.00/MT
$
$ (87.00)/MT
12.00/MT
$
%
Increase/
(Decrease)
(3.0)%
0.4 %
(6.7)%
1.0 %
(9.6)%
1.5 %
(2.3)%
(7.7)%
2.2 %
Jacobsen:
MBM (Illinois)
Feed Grade PM (Mid-South)
Pet Food PM (Mid-South)
FM (Mid-South)
BFT (Chicago)
YG (Illinois)
Corn (Illinois)
Reuters:
Palm Oil (CIF Rotterdam)
Soy meal (CIF Rotterdam)
Segment Results
Segment operating income for the fiscal year ended December 31, 2022 was $1,029.1 million, which reflects an
increase of $144.6 million or 16.3% as compared to the fiscal year ended January 1, 2022.
In thousands, except for percentages
Fiscal Year Ended December 31, 2022
Net Sales
Cost of sales and operating expenses
Gross Margin
Gross Margin %
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients
Corporate
Total
$ 4,539,000
3,473,506
1,065,494
$ 1,459,630
1,102,250
357,380
$ 533,574
426,853
106,721
$
— $ 6,532,204
5,002,609
—
1,529,595
—
23.5 %
24.5 %
20.0 %
— %
23.4 %
Gain on sale of assets
Selling, general and administrative expenses
Restructuring and asset impairment charges
Depreciation and amortization
Acquisition and integration costs
Equity in net income of Diamond Green Diesel
Segment operating income/ (loss)
(3,426)
258,781
8,557
295,249
—
—
506,333
(1,008)
101,681
21,109
59,029
—
—
176,569
(60)
13,690
—
29,500
—
372,346
435,937
—
62,456
—
10,943
16,372
—
(89,771)
(4,494)
436,608
29,666
394,721
16,372
372,346
1,029,068
Equity in net income of other unconsolidated
subsidiaries
Segment income/(loss)
5,102
511,435
—
176,569
—
435,937
—
(89,771)
5,102
1,034,170
Page 54
In thousands, except for percentages
Fiscal Year Ended January 1, 2022
Net Sales
Cost of sales and operating expenses
Gross Margin
Gross Margin %
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients
Corporate
Total
$ 3,039,500
2,206,248
833,252
$ 1,271,629
979,232
292,397
$ 430,240
313,905
116,335
$
— $ 4,741,369
3,499,385
—
1,241,984
—
27.4 %
23.0 %
27.0 %
— %
26.2 %
Gain on sale of assets
Selling, general and administrative expenses
Restructuring and asset impairment charges
Depreciation and amortization
Acquisition and integration costs
Equity in net income of Diamond Green Diesel
Segment operating income/(loss)
(550)
220,078
—
218,942
—
—
394,782
(88)
97,555
—
60,929
—
—
134,001
(320)
16,999
778
25,436
—
351,627
425,069
—
56,906
—
11,080
1,396
—
(69,382)
(958)
391,538
778
316,387
1,396
351,627
884,470
Equity in net income of other unconsolidated
subsidiaries
Segment income/(loss)
5,753
400,535
—
134,001
—
425,069
—
(69,382)
5,753
890,223
Feed Ingredients Segment
Raw material volume. In fiscal year 2022, the raw material processed by the Company's Feed Ingredients segment
totaled 11.35 million metric tons. Compared to fiscal year 2021, overall raw material volume processed in the Feed Ingredients
segment increased approximately 27.2% primarily due to the Valley Acquisition and the FASA Acquisition.
Sales. The increase in net sales for Feed Ingredients was $1,499.5 million for the year ended December 31, 2022.
The increase in net sales for the Feed Ingredients segment was primarily due to the following (in millions of dollars):
Fats
Proteins
Other
Rendering
Total
Rendering
Used
Cooking
Oil
Bakery Other
Total
Net sales year ended January 1, 2022
$ 1,198.1 $ 1,022.7 $
Increase in sales volumes
Increase in finished product prices
Decrease due to currency exchange
rates
Other change
Total change
289.4
500.9
(37.2)
—
753.1
275.1
237.1
(58.3)
—
453.9
Net sales year ended December 31, 2022 $ 1,951.2 $ 1,476.6 $
173.4 $ 2,394.2 $ 319.1 $ 287.4 $ 38.8 $ 3,039.5
625.4
927.1
55.8
147.6
564.5
738.0
5.1
41.5
—
—
—
—
(96.8)
28.8
1,234.5
(1.3)
(0.6) — (100.8)
28.8
47.8
1,499.5
27.5
200.9 $ 3,628.7 $ 519.1 $ 333.4 $ 57.8 $ 4,539.0
— 19.0
19.0
(3.4)
—
200.0
46.0
Margins. In the Feed Ingredients segment for fiscal year 2022, the gross margin percentage was 23.5% as compared to
27.4% for fiscal year 2021. The decrease in margin is primarily due to lower overall margins from the Valley Acquisition and
the FASA Acquisition and higher overall energy prices as compared to fiscal 2021.
Segment operating income. The Company's Feed Ingredients segment operating income for fiscal year 2022 was
$506.3 million, an increase of $111.6 million or 28.3% as compared to fiscal year 2021. The increase is due to higher overall
fat finished product prices and higher raw material volumes, offset by an asset impairment charge and an increase in selling,
general and administrative expenses and depreciation and amortization from the Valley Acquisition and the FASA Acquisition
as compared to fiscal year 2021.
Food Ingredients Segment
Raw material volume. In fiscal year 2022, the raw material processed by the Company's Food Ingredients segment
totaled 1.10 million metric tons. Compared to fiscal year 2021, overall raw material volume processed in the Food Ingredients
segment decreased approximately 0.6%.
Page 55
Sales. Overall sales increased in the Food Ingredients segment due to higher sales volumes and higher sales prices in
the collagen and edible fat sales markets.
Margins. In the Food Ingredients segment for fiscal year 2022, the gross margin percentage was 24.5% as compared to
23.0% for fiscal year 2021. The increase is primarily due to increased sales of higher margin hydrolyzed collagen and a slight
reduction of raw material prices that more than offset higher energy prices as compared to fiscal 2021.
Segment operating income. The Company's Food Ingredients segment operating income was $176.6 million for fiscal
year 2022, an increase of $42.6 million or 31.8% as compared to fiscal year 2021. The increase is primarily due to increased
sales of higher margin hydrolyzed collagen and a slight reduction of raw material prices that more than offset higher energy
prices, restructuring and asset impairment charges and an increase in selling, general and administrative expenses as compared
to fiscal 2021.
Fuel Ingredients Segment
Raw material volume. In fiscal year 2022, the raw material processed by the Company's Fuel Ingredients segment,
excluding the DGD Joint Venture, totaled 1.42 million metric tons. Compared to fiscal year 2021, overall raw material volume
processed in the Fuel Ingredients segment increased approximately 11.2%. The increase is primarily due to the acquisition of
Group Op de Beeck.
Sales. Overall sales increased in the Fuel Ingredients segment primarily due to higher sales volumes and sales prices in
Europe.
Margins. In the Fuel Ingredients segment (exclusive of the equity contribution from the DGD Joint Venture) for fiscal
year 2022, the gross margin percentage was 20.0% as compared to 27.0% for fiscal year 2021. The decrease is primarily due to
the recognition of alternative fuel mixture credits in the prior year and higher energy prices.
Segment operating income. The Company's Fuel Ingredients segment operating income (inclusive of the equity
contribution from the DGD Joint Venture) for fiscal year 2022 was $435.9 million, an increase of $10.9 million or 2.6% as
compared to fiscal year 2021. The increase in earnings is primarily due to the expansion of the DGD St. Charles Plant and the
addition of the DGD Port Arthur Plant effective October 2021 and November 2022, respectively, as well as higher sales prices
and volumes from acquisitions in our European market, an increase in the renewable identification number (RIN) prices and
renewable diesel fuel prices in fiscal year 2022 that more than offset an unfavorable impact from commodity derivative
instruments at the DGD Joint Venture associated with its price risk management activities, lower values for LCFS credits and
alternative fuel mixture credits in fiscal 2021.
Foreign Currency
During fiscal year 2022, the euro and Canadian dollar weakened against the U.S. dollar as compared to fiscal year
2021. Using actual results for fiscal year 2022 and the prior year's average foreign currency rates for fiscal year 2022 would
result in an increase in operating income of approximately $59.7 million. The average rates assumption used in this calculation
was the actual average rate for fiscal year 2022 of €1.00:USD$1.05 and CAD$1.00:USD$0.77 as compared to the average rate
for fiscal year 2021 of €1.00:USD$1.18 and CAD$1.00:USD$0.80, respectively.
Corporate Activities
Selling, General and Administrative Expenses. Selling, general and administrative expenses were $62.5 million during
fiscal year 2022, a $5.6 million increase from $56.9 million during fiscal year 2021. The increase is primarily due to an
increase in corporate related benefits, travel related expense, IT related expense and tax and license costs that were partially
offset by a decrease in repairs and maintenance expense, rent and lease expense and overall decrease in other miscellaneous
expenses.
Depreciation and Amortization. Depreciation and amortization charges decreased slightly by $0.2 million to $10.9
million during fiscal year 2022 as compared to $11.1 million during fiscal year 2021.
Acquisition and Integration Costs. Acquisition and integration costs were approximately $16.4 million during fiscal
year 2022 as compared to $1.4 million for fiscal 2021. These include costs related to the Company's acquisition of Valley
Page 56
Proteins, Group Op de Beeck, the FASA Group and the recently announced Gelnex and Miropasz acquisitions as well as other
immaterial acquisitions.
Interest Expense. Interest expense was $125.6 million for fiscal year 2022, compared to $62.1 million for fiscal year
2021, an increase of approximately $63.5 million. The increase in interest expense is primarily due to an increase in debt
outstanding including increased interest expense from the issuance of the 6% Senior Notes due 2030, the borrowing of all
amounts under the term A-1 and term A-2 facilities, higher borrowings under the revolving credit facility and higher overall
interest rates as compared to fiscal year 2021.
Foreign Currency Losses. Foreign currency losses were $11.3 million during fiscal year 2022, as compared to losses
of approximately $2.2 million for fiscal year 2021. The increase in foreign currency losses is primarily due to an increase in
losses on the revaluation of non-functional currency assets and liabilities, primarily in Brazil, as compared to fiscal year 2021.
Other Expense, net. Other expense was $3.6 million for fiscal year 2022, compared to $4.6 million in fiscal year
2021. The decrease in other expense was primarily due to a decrease in pension expense. Although, we had an increase in fire
and casualty losses from fires at two of our U.S. feed segment plants, that increase was offset by an increase in interest income.
Equity in Net Income of Other Unconsolidated Subsidiaries. The change in this line item is not significant and
primarily represents the Company's pro rata share of the net income from its foreign unconsolidated subsidiaries.
Income Taxes. The Company recorded income tax expense of $146.6 million for fiscal year 2022, compared to $164.1
million of income tax expense recorded in fiscal year 2021, a decrease of $17.5 million, which was primarily due to an increase
in the benefit from biofuel tax incentives. The effective tax rate for fiscal year 2022 and fiscal year 2021 was 16.4% and 20.0%,
respectively. The effective tax rate for both fiscal years 2022 and 2021 differs from the statutory rate of 21% due primarily to
biofuel tax incentives, the relative mix of earnings among jurisdictions with different tax rates, state income taxes and excess
tax benefits from stock-based compensation.
Non-U.S. GAAP Measures
Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an
alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity.
It is
presented here not as an alternative to net income, but rather as a measure of the Company's operating performance. Since
EBITDA (generally, net income plus interest expenses, taxes, depreciation and amortization) is not calculated identically by all
companies, the presentation in this report may not be comparable to EBITDA or adjusted EBITDA presentations disclosed by
other companies. Adjusted EBITDA is calculated below and represents, for any relevant period, net income/(loss) plus
depreciation and amortization, goodwill and long-lived asset impairment, interest expense, income tax provision, other income/
(expense) and equity in net (income)/loss of unconsolidated subsidiaries. Management believes that Adjusted EBITDA is
useful in evaluating the Company's operating performance compared to that of other companies in its industry because the
calculation of Adjusted EBITDA generally eliminates the effects of financing, income taxes and certain non-cash and other
items that may vary for different companies for reasons unrelated to overall operating performance.
As a result, the Company’s management uses Adjusted EBITDA as a measure to evaluate performance and for other
discretionary purposes.
In addition to the foregoing, management also uses or will use Adjusted EBITDA to measure
compliance with certain financial covenants under the Company's Senior Secured Credit Facilities, 6% Notes, 5.25% Notes and
3.625% Notes that were outstanding at December 31, 2022. However, the amounts shown below for Adjusted EBITDA differ
from the amounts calculated under similarly titled definitions in the Company’s Senior Secured Credit Facilities, 6% Notes,
5.25% Notes and 3.625% Notes, as those definitions permit further adjustments to reflect certain other non-recurring costs, non-
cash charges and cash dividends from the DGD Joint Venture. Additionally, the Company evaluates the impact of foreign
currency exchange on operating cash flow, which is defined as segment operating income (loss) plus depreciation and
amortization.
Page 57
Reconciliation of Net Income to (Non-GAAP) Adjusted EBITDA and (Non-GAAP) Pro Forma Adjusted EBITDA
Fiscal Year 2022 As Compared to Fiscal Year 2021
(dollars in thousands)
Net income attributable to Darling
Depreciation and amortization
Interest expense
Income tax expense
Restructuring and asset impairment charges
Acquisition and integration costs
Foreign currency losses
Other expense, net
Equity in net income of Diamond Green Diesel
Equity in net income of other unconsolidated subsidiaries
Net income attributable to noncontrolling interests
Adjusted EBITDA (Non-GAAP)
Foreign currency exchange impact (1)
Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP)
DGD Joint Venture Adjusted EBITDA (Darling's Share)
Fiscal Year Ended
December 31,
2022
January 1,
2022
$
$
$
$
737,690 $
394,721
125,566
146,626
29,666
16,372
11,277
3,609
(372,346)
(5,102)
9,402
1,097,481 $
59,715
1,157,196 $
650,914
316,387
62,077
164,106
778
1,396
2,199
4,551
(351,627)
(5,753)
6,376
851,404
—
851,404
443,487 $
383,419
Darling plus Darling's share of DGD Joint Venture Adjusted EBITDA $
1,540,968 $
1,234,823
(1) The average rate assumption used in this calculation was the actual average rate for the fiscal year ended December 31, 2022 of
€1.00:USD$1.05 and CAD$1.00:USD$0.77 as compared to the average rate for the fiscal year ended January 1, 2022 of
€1.00:USD$1.18 and CAD$1.00:USD$0.80, respectively.
The discussion and analysis of our financial condition and results of operations for the year ended January 1, 2022
compared to the year ended January 2, 2021 are included in Item 7. Management's Discussion and Analysis of Financial
Condition and Results in our 2021 Form 10-K and is incorporated herein by reference.
Page 58
FINANCING, LIQUIDITY, AND CAPITAL RESOURCES
Indebtedness
Certain Debt Outstanding at December 31, 2022. On December 31, 2022, debt outstanding under the Company's
Amended Credit Agreement, the Company's 6% notes, the Company's 5.25% Notes and the Company's 3.625% Notes consists
of the following (in thousands):
Senior Notes:
6 % Notes due 2030
Less unamortized deferred loan costs net of bond premiums
Carrying value of 6% Notes due 2030
5.25 % Notes due 2027
Less unamortized deferred loan costs
Carrying value of 5.25% Notes due 2027
3.625 % Notes due 2026 - Denominated in euros
Less unamortized deferred loan costs
Carrying value of 3.625% Notes due 2026
Amended Credit Agreement:
Term A-1 facility
Less unamortized deferred loan costs
Carrying value of Term A-1 facility
Term A-2 facility
Less unamortized deferred loan costs
Carrying value of Term A-2 facility
Term Loan B
Less unamortized deferred loan costs
Carrying value of Term Loan B
Revolving Credit Facility:
Maximum availability
Ancillary Facilities
Borrowings outstanding
Letters of credit issued
Availability
Other Debt
$
$
$
$
$
$
$
$
$
$
$
$
$
$
1,000,000
(7,228)
992,772
500,000
(4,127)
495,873
549,814
(3,728)
546,086
400,000
(722)
399,278
493,750
(1,034)
492,716
200,000
(1,302)
198,698
1,500,000
48,066
135,028
3,871
1,313,035
124,364
At December 31, 2022, the U.S. dollar strengthened as compared to the euro at January 1, 2022. Using the euro based
debt outstanding at December 31, 2022 and comparing the closing balance sheet rates at December 31, 2022 to those at January
1, 2022, the U.S. dollar debt balances of euro based debt decreased by $35.4 million, at December 31, 2022. The closing
balance sheet rate assumptions used in this calculation were the actual fiscal closing balance sheet rate at December 31, 2022 of
€1.00:USD$1.067600 as compared to the closing balance sheet rate at January 1, 2022 of €1.00:USD$1.132000.
Senior Secured Credit Facilities. On January 6, 2014, Darling, Darling International Canada Inc. (“Darling Canada”)
and Darling International NL Holdings B.V. (“Darling NL”) entered into a Second Amended and Restated Credit Agreement
(as subsequently amended, the “Amended Credit Agreement”), restating its then existing Amended and Restated Credit
Agreement dated September 27, 2013, with the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent, and the other agents from time to time party thereto. The Amended Credit Agreement provides for senior
secured credit facilities in the aggregate principal amount of $3.725 billion comprised of (i) the Company's $525.0 million term
loan B facility, (ii) the Company's $400.0 million term A-1 facility, (iii) the Company's $500.0 million term A-2 facility, (iv)
the Company's $300.0 million term A-3 facility, (v) the Company's $500.0 million term A-4 facility and (vi) the Company's
$1.5 billion five-year revolving credit facility (up to $150.0 million of which will be available for a letter of credit sub-limit and
$50.0 million of which will be available for a swingline sub-limit) (collectively, the “Senior Secured Credit Facilities”). For
Page 59
more information regarding the Amended Credit Agreement see Note 10 of Notes to Consolidated Financial Statements
included herein.
•
•
•
•
•
•
As of December 31, 2022, the Company had availability of $1.313 billion under the revolving loan facility, taking into
account an aggregate of $135.0 million in outstanding borrowings, $48.1 million of ancillary facilities and letters of
credit issued of $3.9 million. The Company currently expects that it will use a portion of its availability under the
revolving credit facility, together with the term A-3 and term A-4 facilities, to pay for the Gelnex and Miropasz
acquisitions upon closing of such transactions.
As of December 31, 2022, the Company has borrowed all $400.0 million under the terms of the term A-1 facility and
has made no repayments. Amounts borrowed under the term A-1 facility that are repaid by the Company cannot be
reborrowed. The term A-1 facility borrowings are repayable in quarterly installments of 0.25% of the aggregate
principle amount of the relevant term A-1 facility on the last day of each March, June, September and December of
each year commencing on the last day of such month falling on or after the last day of the first full fiscal quarter
following the second anniversary of December 9, 2021 and continuing until the last day of such quarterly period
ending immediately prior to the term A-1 facility maturity date of December 9, 2026 and one final installment in the
amount of the term A-1 facility then outstanding, due and payable on December 9, 2026.
As of December 31, 2022, the Company has borrowed all $500.0 million under the terms of the term A-2 facility and
has repaid $6.3 million, which when repaid by the Company cannot be reborrowed. The term A-2 facility borrowings
are repayable in quarterly installments of 0.625% of the aggregate principle amount of the relevant term A-2 facility on
the last day of each March, June, September and December of each year commencing on the last day of such month
falling on or after the last day of the first full fiscal quarter following the borrowings or September 30, 2022 and
continuing until the last day of such quarterly period ending March 31, 2025, and quarterly installments of 1.25% of
the aggregate principle amount of the relevant term A-2 facility due and payable on the last day of each March, June,
September and December of each year commencing on the last day of such month falling on or after the last day of the
first full fiscal quarter ending June 30, 2025 and continuing until the last day of such quarterly period ending
immediately prior to the term A-2 facility maturity date of December 9, 2026 and one final installment in the amount
of the term A-2 facility then outstanding, due and payable on December 9, 2026.
As of December 31, 2022, the Company had full availability under its delayed draw term A-3 facility commitment of
$300.0 million. Under the terms of the delayed draw term A-3 facility, the Company can take up to twelve months or
until September 6, 2023 to borrow under the term A-3 facility commitment in U.S. dollars. Amounts borrowed under
the term A-3 facility that are repaid by the Company cannot be reborrowed. The term A-3 facility borrowings are
repayable in quarterly installments of 0.25% of the aggregate principle amount of the relevant term A-3 facility on the
last day of each March, June, September and December of each year commencing on the last day of such month falling
on or after the last day of the first full fiscal quarter following the second anniversary of December 9, 2021 and
continuing until the last day of such quarterly period ending immediately prior to the term A-3 facility maturity date of
December 9, 2026 and one final installment in the amount of the term A-3 facility then outstanding, due and payable
on December 9, 2026.
As of December 31, 2022, the Company had full availability under its delayed draw term A-4 facility commitment of
$500.0 million. Under the terms of the delayed draw term A-4 facility, the Company can take up to twelve months or
until September 6, 2023 to borrow under the term A-4 facility commitment in U.S dollars. Amounts borrowed under
the term A-4 facility that are repaid by the Company cannot be reborrowed. The term A-4 facility borrowings are
repayable in quarterly installments of 0.625% of the aggregate principle amount of the relevant term A-4 facility on the
last day of each March, June, September and December of each year commencing on the last day of such month falling
on or after the last day of the first full fiscal quarter following the borrowings or termination date and continuing until
the last day of such quarterly period ending March 31, 2025, and quarterly installments of 1.25% of the aggregate
principle amount of the relevant term A-4 facility due and payable on the last day of each March, June, September and
December of each year commencing on the last day of such month falling on or after the last day of the first full fiscal
quarter ending June 30, 2025 and continuing until the last day of such quarterly period ending immediately prior to the
term A-4 facility maturity date of December 9, 2026 and one final installment in the amount of the term A-4 facility
then outstanding, due and payable on December 9, 2026.
As of December 31, 2022, the Company has borrowed all $525.0 million under the terms of the term loan B facility
and repaid approximately $325.0 million, which when repaid, cannot be reborrowed. As a result of early payments
made by the Company under the term loan B facility only one final installment of the relevant term loan B facility then
outstanding is due on December 18, 2024. The term loan B facility will mature on December 18, 2024.
Page 60
•
The interest rate applicable to any borrowings under the revolving loan facility will equal the adjusted term secured
overnight financing rate (SOFR) for U.S. dollar borrowings or the adjusted euro interbank rate (EURIBOR) for euro
borrowings or the adjusted daily simple Sterling overnight index average (SONIA) for British pound borrowings or
CDOR for Canadian dollar borrowings plus 1.25% per annum or base rate or the adjusted term SOFR for U.S. dollar
borrowings or Canadian prime rate for Canadian dollar borrowings or the adjusted daily simple European short term
rate (ESTR) for euro borrowings or the adjusted daily SONIA rate for British pound borrowings plus 0.25% per
annum subject to certain step-ups or step-downs based on the Company's total leverage ratio. The interest rate
applicable to any borrowing under the delayed draw term A-1 facility and term A-3 facility will equal the adjusted
term SOFR plus a minimum of 1.50% per annum subject to certain step-ups based on the Company's total leverage
ratio. The interest rate applicable to any borrowing under the delayed draw term A-2 facility and term A-4 facility will
equal the adjusted term SOFR plus 1.25% per annum subject to certain step-ups or step-downs based on the
Company's total leverage ratio.The interest rate applicable to any borrowings under the term loan B facility will equal
the base rate plus 1.00% or LIBOR plus 2.00%.
6% Senior Notes due 2030. On June 9, 2022, Darling issued and sold $750.0 million aggregate principal amount of 6%
Senior Notes due 2030 (the “6% Initial Notes”). The 6% Initial Notes, which were offered in a private offering, were issued
pursuant to a Senior Notes Indenture, dated as of June 9, 2022 (the “6% Base Indenture”), among Darling, the subsidiary
guarantors party thereto from time to time, and Truist Bank, as trustee. The gross proceeds from the offering, together with
cash on hand, were used to repay the Company's outstanding revolver borrowings and for general corporate purposes, including
to pay the discount of the initial purchasers and to pay the other fees and expenses related to the offering. On August 17, 2022,
Darling issued an additional $250.0 million in aggregate principal amount of its 6% Senior Notes due 2030 (the “add-on notes”
and, together with the 6% Initial Notes, the “6% Notes”). The add-on notes and related guarantees, which were offered in a
private offering, were issued as additional notes under the 6% Base Indenture, as supplemented by a supplemental indenture,
dated as of August 17, 2022 (the “supplemental indenture” and, together with the 6% Base Indenture, the “6% Indenture”). The
add-on notes have the same terms as the 6% Initial Notes (other than issue date and issue price) and, together with the 6%
Initial Notes, constitute a single class of securities under the 6% Indenture. The add-on notes were issued at a premium
resulting in the Company receiving $255.0 million upon issuance. The premium of approximately $5.0 million will be
amortized over the term of the now $1.0 billion of 6% Notes. The 6% Notes are guaranteed on a senior unsecured basis by
Darling and all of Darling's restricted subsidiaries (other than foreign subsidiaries) that are borrowers under or that guarantee
the Senior Secured Credit Facilities. For a description of the terms of the 6% Notes see Note 10 of Notes to Consolidated
Financial Statements included herein.
5.25% Senior Notes due 2027. On April 3, 2019, Darling issued and sold $500.0 million aggregate principal amount of
5.25% Senior Notes due 2027 (the “5.25% Notes”). The 5.25% Notes, which were offered in a private offering, were issued
pursuant to a Senior Notes Indenture, dated as of April 3, 2019 (the “5.25% Indenture”), among Darling, the subsidiary
guarantors party thereto from time to time, and Regions Bank, as trustee. The 5.25% Notes are guaranteed on a senior
unsecured basis by Darling and all of Darling's restricted subsidiaries (other than foreign subsidiaries) that are borrowers under
or that guarantee the Senior Secured Credit Facilities. For a description of the terms of the 5.25% Notes see Note 10 of Notes to
Consolidated Financial Statements included herein.
3.625% Senior Notes due 2026. On May 2, 2018, Darling Global Finance B.V. issued and sold €515.0 million
aggregate principal amount of 3.625% Senior Notes due 2026 (the “3.625% Notes”). The 3.625% Notes, which were offered in
a private offering, were issued pursuant to a Senior Notes Indenture, dated as of May 2, 2018 (the “3.625% Indenture”), among
Darling Global Finance B.V., Darling, 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. The
3.625% Notes are guaranteed on a senior unsecured basis by Darling and all of Darling's restricted subsidiaries (other than any
foreign subsidiary or any receivable entity) that guarantee the Senior Secured Credit Facilities. For a description of the terms of
the 3.625% Notes see Note 10 of Notes to Consolidated Financial Statements included herein.
Other debt consists of U.S. and European ancillary and overdraft facilities and capital lease obligations and note
arrangements in Brazil, China and Europe that are not part of the Company's Amended Credit Agreement, 6% Notes, 5.25%
Notes or 3.625% Notes.
The classification of long-term debt in the Company’s December 31, 2022 consolidated balance sheet is based on the
contractual repayment terms of the 6% Notes, the 5.25% Notes, the 3.625% Notes and debt issued under the Amended Credit
Agreement.
Page 61
As a result of the Company's borrowings under its Amended Credit Agreement, the 6% Indenture, the 5.25% Indenture
and the 3.625% Indenture, the Company is highly leveraged. Investors should note that, in order to make scheduled payments
on the indebtedness outstanding under the Amended Credit Agreement, the 6% Notes, the 5.25% Notes and the 3.625% Notes,
and otherwise, the Company will rely in part on a combination of dividends, distributions and intercompany loan repayments
from the Company's direct and indirect U.S. and foreign subsidiaries. The Company is prohibited under the Amended Credit
Agreement, the 6% Indenture, the 5.25% Indenture and the 3.625% Indenture from entering (or allowing such subsidiaries to
enter) into contractual limitations on the Company's subsidiaries’ ability to declare dividends or make other payments or
distributions to the Company. The Company has also attempted to structure the Company's consolidated indebtedness in such a
way as to maximize the Company's ability to move cash from the Company's subsidiaries to Darling or another subsidiary that
will have fewer limitations on the ability to make upstream payments, whether to Darling or directly to the Company's lenders
as a Guarantor. Nevertheless, applicable laws under which the Company's direct and indirect subsidiaries are formed may
provide limitations on such dividends, distributions and other payments. In addition, regulatory authorities in various countries
where the Company operates or where the Company imports or exports products may from time to time impose import/export
limitations, foreign exchange controls or currency devaluations that may limit the Company's access to profits from the
Company's subsidiaries or otherwise negatively impact the Company's financial condition and therefore reduce the Company's
ability to make required payments under the Amended Credit Agreement, the 6% Notes, the 5.25% Notes and the 3.625%
Notes, or otherwise.
In addition, fluctuations in foreign exchange values may have a negative impact on the Company's ability
to repay indebtedness denominated in U.S. or Canadian dollars or euros. See “Risk Factors - Our business may be adversely
impacted by fluctuations in foreign currency exchange rates, which could affect our ability to comply with our financial
covenants” and “- Our ability to repay our indebtedness depends in part on the performance of our subsidiaries, including our
non-guarantor subsidiaries, and their ability to make payments” in Item 1A of this Annual Report on Form 10-K for the fiscal
year ended December 31, 2022.
As of December 31, 2022, the Company believes it is in compliance with all financial covenants under the Amended
Credit Agreement, as well as all of the other covenants contained in the Amended Credit Agreement, the 6% Indenture, the
5.25% Indenture and the 3.625% Indenture.
Working Capital and Capital Expenditures
On December 31, 2022, the Company had working capital of $569.7 million and its working capital ratio was 1.53 to 1
compared to working capital of $336.3 million and a working capital ratio of 1.45 to 1 on January 1, 2022. At December 31,
2022, the Company had unrestricted cash of $127.0 million and funds available under the revolving credit facility of $1.313
billion, compared to unrestricted cash of $68.9 million and funds available under the revolving credit facility of $1.286 billion
at January 1, 2022. The Company diversifies its cash investments by limiting the amounts deposited with any one financial
institution and invests primarily in government-backed securities.
Net cash provided by operating activities was $813.7 million and $704.4 million for the fiscal years ended
December 31, 2022 and January 1, 2022, respectively, an increase of $109.3 million due primarily to an increase in net income
as well as an increase in distributions of earnings from Diamond Green Diesel and other unconsolidated subsidiaries of
approximately $90.9 million. Cash used by investing activities was $2,416.5 million during fiscal year 2022, compared to
$490.3 million in fiscal year 2021, an increase in cash used of $1,926.2 million, primarily due to acquisitions and capital
expenditures. Net cash provided by financing activities was $1,678.6 million during fiscal year 2022, compared to $221.4
million used in fiscal year 2021, an increase in cash provided of $1,900.0 million, primarily due to an increase in debt
borrowings, utilized to fund the current year acquisitions.
Capital expenditures of $391.3 million were made during fiscal year 2022 as compared to $274.1 million in fiscal year
2021, an increase of $117.2 million, or 42.8%. The Company expects to incur capital expenditures of approximately $565
million in fiscal year 2023, including compliance, replacement and expansion projects. The Company intends to finance these
costs using cash flows from operations. Capital expenditures related to compliance with environmental regulations were $54.7
million in fiscal year 2022, $40.6 million in fiscal year 2021 and $38.7 million in fiscal year 2020.
Accrued Insurance and Pension Plan Obligations
Based upon the annual actuarial estimate, current accruals and claims paid during fiscal year 2022, the Company has
accrued approximately $13.2 million as of December 31, 2022 that it expects will become due during the next twelve months in
order to meet obligations related to the Company's self-insurance reserves and accrued insurance obligations, which are
included in current accrued expenses at December 31, 2022. The self-insurance reserve is composed of estimated liability for
claims arising for workers’ compensation and for auto liability and general liability claims. The self-insurance reserve liability
is determined annually, based upon a third party actuarial estimate. The actuarial estimate may vary from year to year, due to
Page 62
changes in costs of health care, the pending number of claims and other factors beyond the control of management of the
Company.
Based upon current actuarial estimates, the Company expects to make payments of approximately $0.2 million in order
to meet minimum pension funding requirements to its domestic plans in fiscal year 2023. In addition, the Company expects to
make payments of approximately $3.4 million under its foreign pension plans in fiscal year 2023. The minimum pension
funding requirements are determined annually, based upon a third party actuarial estimate. The actuarial estimate may vary
from year to year, due to fluctuations in return on investments or other factors beyond the control of management of the
Company or the administrator of the Company’s pension funds. No assurance can be given that the minimum pension funding
requirements will not increase in the future. The Company has made required and tax deductible discretionary contributions to
its domestic pension plans in fiscal year 2022 and fiscal year 2021 of approximately $2.0 million and $0.2 million, respectively.
Additionally, the Company has made required and tax deductible discretionary contributions to its foreign pension plans in
fiscal year 2022 of approximately $3.6 million, as compared to $3.7 million in contributions in fiscal year 2021.
The U.S. Pension Protection Act of 2006 (“PPA”) went into effect in January 2008. The stated goal of the PPA is to
improve the funding of U.S. pension plans. U.S. plans in an under-funded status are required to increase employer
contributions to improve the funding level within PPA timelines. Volatility in the world equity and other financial markets
could have a material negative impact on U.S. pension plan assets and the status of required funding under the PPA. The
Company participates in various U.S. multiemployer pension plans which provide defined benefits to certain employees
covered by labor contracts. These plans are not administered by the Company and contributions are determined in accordance
with provisions of negotiated labor contracts to meet their pension benefit obligations to their participants. The Company's
contributions to each individual U.S. multiemployer plan represent less than 5% of the total contributions to each such plan.
Based on the most currently available information, the Company has determined that, if a withdrawal were to occur, withdrawal
liabilities on two of the U.S. plans in which the Company currently participates could be material to the Company, with one of
these material plans certified as critical or red zone. With respect to the other U.S. multiemployer pension plans in which the
Company participates and which are not individually significant, five plans have certified as critical or red zone and one plan
has certified as endangered or yellow zone, as defined by the PPA. The Company has withdrawal liabilities recorded on three
U.S. multiemployer plans in which it participated. As of December 31, 2022, the Company has an aggregate accrued liability
of approximately $3.9 million representing the present value of scheduled withdrawal liability payments on the remaining
multiemployer plans that have given notices of withdrawals. While the Company has no ability to calculate a possible current
liability for under-funded multiemployer plans that could terminate or could require additional funding under the Pension
Protection Act of 2006, the amounts could be material.
DGD Joint Venture
The DGD Joint Venture currently operates two renewable diesel plants, one located adjacent to Valero’s St. Charles
Refinery in Norco, Louisiana (the “DGD St. Charles Plant”) and one located adjacent to Valero’s Port Arthur Refinery in Port
Arthur, Texas (the “DGD Port Arthur Plant” and, together with the DGD St. Charles Plant, the “DGD Facilities”). The DGD
Joint Venture was formed in January 2011 to design, engineer, construct and operate the DGD St. Charles Plant, which reached
mechanical completion and began production of renewable diesel and certain other co-products in late June 2013. In October
2021, the DGD Joint Venture completed an expansion of the DGD St. Charles Plant that increased its renewable diesel
production capability to up to 750 million gallons per year of renewable diesel, as well as separating renewable naphtha
(approximately 30 million gallons) and other light end renewable hydrocarbons for sale into low carbon fuel markets, at a total
cost, including naphtha production and improved logistics capability, of approximately $1.1 billion. Additionally, in November
2022 the DGD Joint Venture completed the construction of the DGD Port Arthur Plant, with a name plate capacity to produce
470 million gallons per year of renewable diesel and 20 million gallons per year of renewable naphtha and having similar
logistics flexibilities as those of the DGD St. Charles Plant. The DGD Port Arthur Plant was completed at a total cost of
approximately $1.43 billion. The DGD Facilities have a combined renewable diesel production capacity of approximately 1.2
billion gallons per year. Furthermore, in January 2023, the DGD Joint Venture partners approved a capital project at the DGD
Port Arthur Plant to provide the plant with the capability to upgrade approximately fifty percent (50%) of its current 470 million
gallon annual production capacity to sustainable aviation fuel (SAF). Work on the project is underway, with completion
expected in 2025 at a total estimated cost of approximately $315 million.
On May 1, 2019, Darling through its wholly owned subsidiary Darling Green Energy LLC, (“Darling Green”), and a
third party Diamond Alternative Energy, LLC (“Diamond Alternative” and together with Darling Green, the “DGD Lenders”)
entered into a revolving loan agreement (the “DGD Loan Agreement”) with the DGD Joint Venture. The DGD Lenders have
committed to make loans available to the DGD Joint Venture in the total amount of $50.0 million with each lender committed
to $25.0 million of the total commitment. Any borrowings by the DGD Joint Venture under the DGD Loan Agreement are at
the applicable annum rate equal to the sum of (a) the LIBO Rate (meaning Reuters BBA Libor Rates Page 3750) on such day
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plus (b) 2.50%. The DGD Loan Agreement matures on April 29, 2023, unless extended by agreement of the parties. During the
fourth quarter of fiscal 2021, in September 2022 and again in December 2022, the DGD Joint Venture borrowed all $50.0
million available under the DGD Loan Agreement, including the Company's full $25.0 million commitment and paid interest to
the Company for the year ended December 31, 2022 and January 1, 2022 of approximately $0.6 million and $0.1 million,
respectively. As of December 31, 2022 and January 1, 2022, $25.0 million was owed to Darling Green under the DGD Loan
Agreement. This note receivable amount is included in other current assets on the balance sheet and is included in investing
activities on the cash flow statement.
On March 30, 2021, the DGD Joint Venture entered into a $400.0 million senior, unsecured revolving credit facility,
with CoBank ACB acting as lead arranger and the administrative agent for the lending group, which is comprised of Farm
Credit System institutions. The new revolving credit facility matures March 30, 2024 and is non-recourse to the joint venture
partners. As of December 31, 2022, the DGD Joint Venture had borrowings outstanding of $100.0 million under this unsecured
revolving credit facility.
Based on the sponsor support agreements executed in connection with the initial construction of the DGD St. Charles
Plant, the Company contributed a total of approximately $111.7 million for completion of the DGD St. Charles Plant, and each
partner has subsequently made $453.8 million in additional capital contributions to the DGD Joint Venture. Subsequent to
December 31, 2022, each joint venture partner made a capital contribution of approximately $75.0 million. As of December 31,
2022, under the equity method of accounting the Company has an investment in the DGD Joint Venture of approximately $1.9
billion included on the consolidated balance sheet.
The Company’s original investment in DGD has expanded since 2011 to the point that it is now integral to how the
Company operates its business. The Company traditionally collected and converted used cooking oil and animal fats into feed
ingredients which were sold on a caloric value to feed animals as well as for industrial technical uses. Over the past decade, the
world’s increasing focus on climate change and greenhouse gas has provided a new finished market for the Company’s finished
fats ingredients. With the Company’s significant fats ownership, this has and continues to transform how the Company
operates.
In 2021, a large portion of Darling’s total U.S. finished fats products were sold to the DGD St. Charles Plant and
beginning in fiscal 2022 to the DGD Port Arthur Plant as feedstock for renewable diesel. In 2022, 2021 and 2020, DGD was
the Company’s largest finished product customer in terms of sales, with the Company recording sales to DGD in those years of
$1.1 billion, $521.7 million and $264.1 million, respectively.
From a procurement, production and distribution standpoint, DGD has become integral to the Company’s base
business. DGD is integrated into the Company’s operations via the combined vertical operating structure from collecting raw
fats, to processing collected fats at the Company facilities nationwide to transporting the refined fats to the DGD St. Charles
Plant as feedstock. The Company supply chain has become more efficient and sustainable with transparency for verification to
obtain full value to low carbon intensity markets. The development of the low carbon markets in North America and Europe
has influenced how the Company operates its core business and has also been a driver for the recent DGD expansions, which
are making DGD much more relevant to the Company’s earnings. Since 2011 when construction began on DGD, Darling has
invested substantially to increase its U.S. railcar fleet to efficiently manage nationwide transportation of Darling fats to DGD.
Additionally, the Company acquired an Iowa location on the Mississippi River that further enhances the ability of the
Company's Midwest network of facilities to collect and deliver feedstocks to DGD via water, rail or truck from a centralized
location. The Company has also stepped up collection efforts by providing indoor used cooking oil collection units in exchange
for extended collection contracts at eating establishments and has moved to more of a centralized digital marketing effort with
restaurant chains and franchise groups and invested in internet search engine key words to improve visibility with restaurants.
The Company also includes DGD in marketing efforts to emphasize environmental sustainability that restaurants participate in
when their used cooking oil is collected by the Company. From a production standpoint, the Company now isolates used
cooking oil from other fats to preserve identification to qualify for a higher carbon intensity value. As a result, the Company
includes its equity in net income of the DGD Joint Venture as operating income.
Financial Impact of Significant Debt Outstanding
The Company has a substantial amount of indebtedness, which could make it more difficult for us to satisfy our
obligations to our financial lenders and our contractual and commercial commitments, limit our ability to obtain additional
financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements on
commercially reasonable terms or at all, require us to use a substantial portion of our cash flows from operations to pay
principal and interest on our indebtedness instead of other purposes, thereby reducing the amount of our cash flows from
operations available for working capital, capital expenditures, acquisitions and other general corporate purposes, increase our
vulnerability to adverse economic, industry and business conditions, expose us to the risk of increased interest rates as certain
of our borrowings are at variable rates of interest, limit our flexibility in planning for, or reacting to, changes in our business
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and the industry in which we operate, place us at a competitive disadvantage compared to other, less leveraged competitors,
and/or increase our cost of borrowing.
Cash Flows and Liquidity Risks
Management believes that the Company’s cash flows from operating activities consistent with the level generated in
fiscal year 2022, unrestricted cash and funds available under the Amended Credit Agreement, will be sufficient to meet the
Company’s working capital needs and maintenance and compliance-related capital expenditures, scheduled debt and interest
payments, income tax obligations, and other contemplated needs through the next twelve months. Numerous factors could have
adverse consequences to the Company that cannot be estimated at this time, such as negative impacts from the COVID-19
outbreak and the Russia-Ukraine war and those other factors discussed below under the heading “Forward Looking
Statements”. These factors, coupled with volatile prices for natural gas and diesel fuel, currency exchange fluctuations, general
performance of the U.S. and global economies, disturbances in world financial, credit, commodities and stock markets, and any
decline in consumer confidence, including the inability of consumers and companies to obtain credit due to lack of liquidity in
the financial markets, among others, could negatively impact the Company's results of operations in fiscal year 2023 and
thereafter. The Company reviews the appropriate use of unrestricted cash periodically. As of the date of this report, other than
the Company's previously announced acquisition of Gelnex for approximately $1.2 billion and Miropasz for approximately
€110.0 million, both of which will be financed through borrowings under the Company's Amended Credit Agreement, no
decision has been made as to non-ordinary course material cash usages at this time; however, potential usages could
investments relating to the Company’s
include: opportunistic capital expenditures and/or acquisitions and joint ventures;
renewable energy strategy, including, without limitation, potential required funding obligations with respect to the DGD Joint
Venture SAF project or potential investments in additional renewable diesel projects; investments in response to governmental
regulations relating to human and animal food safety or other regulations; unexpected funding required by the legislation,
regulation or mass termination of multiemployer plans; and paying dividends or repurchasing stock, subject to limitations under
the Amended Credit Agreement, the 6% Notes, the 5.25% Notes and the 3.625% Notes, as well as suitable cash conservation to
withstand adverse commodity cycles. The Company's Board of Directors approved a share repurchase program of up to an
aggregate of $500.0 million of the Company's Common Stock depending on market conditions. The repurchases may be made
from time to time on the open market at prevailing market prices or in negotiated transactions off the market. The program runs
through August 13, 2024, unless further extended or shortened by the Board of Directors. During fiscal year 2022, the
Company repurchased approximately $125.5 million, including commissions, of its common stock in the open market. As of
December 31, 2022, the Company had approximately $374.5 million remaining in its share repurchase program.
Each of the factors described above has the potential to adversely impact the Company's liquidity in a variety of ways,
including through reduced raw materials availability, reduced finished product prices, reduced sales, potential inventory
buildup, increased bad debt reserves, potential impairment charges and/or higher operating costs.
Sales prices for the principal products that the Company sells are typically influenced by sales prices for agricultural-
based ingredients, the prices of which are based on established commodity markets and are subject to volatile changes. Any
decline in these prices has the potential to adversely impact the Company's liquidity. Any of a decline in raw material
availability, a decline in agricultural-based alternative ingredients prices, increases in energy prices or the impact of U.S. and
foreign regulation (including, without limitation, China), changes in foreign exchange rates, imposition of currency controls and
currency devaluations has the potential to adversely impact the Company's liquidity. A decline in commodities prices, a rise in
energy prices, a slowdown in the U.S. or international economy, high inflation rates or other factors, could cause the Company
to fail to meet management's expectations or could cause liquidity concerns.
OFF BALANCE SHEET OBLIGATIONS AND OTHER COMMERCIAL COMMITMENTS
Based upon the underlying purchase agreements, the Company has commitments to purchase $401.1 million of
commodity products, consisting of approximately $138.0 million of finished and raw material products and approximately
$243.3 million of natural gas and diesel fuel and approximately $19.8 million of other commitments during the next five years,
which are not included in liabilities on the Company’s balance sheet at December 31, 2022. These purchase agreements are
entered into in the normal course of the Company’s business and are not subject to derivative accounting. The commitments
will be recorded on the balance sheet of the Company when delivery of these commodities occurs and ownership passes to the
Company during the next five years, in accordance with U.S. GAAP.
The Company's off-balance sheet contractual obligations and commercial commitments as of December 31, 2022
relate to letters of credit, foreign bank guarantees, forward purchase agreements and employment agreements. The Company
has excluded these items from the balance sheet in accordance with U.S. GAAP.
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The following table summarizes the Company’s other commercial commitments, including both on- and off-balance
sheet arrangements that are part of the Company's Amended Credit Agreement and other foreign bank guarantees that are not a
part of the Company's Amended Credit Agreement at December 31, 2022 (in thousands):
Other commercial commitments:
Standby letters of credit
Standby letters of credit (ancillary facility)
Foreign bank guarantees
Total other commercial commitments:
CRITICAL ACCOUNTING POLICIES
$
$
3,871
25,672
23,856
53,399
The Company follows certain significant accounting policies when preparing its consolidated financial statements. A
complete summary of these policies is included in Note 1 of Notes to Consolidated Financial Statements included herein.
Certain of the policies require management to make significant and subjective estimates or assumptions regarding
uncertainties, including the business and economic uncertainty resulting from the Russia-Ukraine war and the high interest rate
and inflationary cost environment, and as a result, such estimates may deviate from actual results and significantly impact our
financial results. In particular, management makes estimates regarding fair value of the Company’s reporting units and future
cash flows with respect to assessing potential impairment of both long-lived assets and goodwill and pension liability. Each of
these estimates is discussed in greater detail in the following discussion.
Business Combinations
The Company accounts for its business combinations using the acquisition method of accounting when the activities
acquired have been determined to be a business. The consideration transferred in a business combination is measured at fair
value, which is determined as the sum of the acquisition-date fair values of the assets transferred, liabilities incurred by the
Company and any equity interests issued by the Company. The consideration transferred is allocated to the tangible and
intangible assets acquired and liabilities assumed at their estimated fair value on the acquisition date. The excess of fair value is
recorded as goodwill. The results of businesses acquired in a business combination are included in our consolidated financial
statements from the date of acquisition. Acquisition costs are expensed as incurred.
Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment
and estimates. Depending on the acquisition size, the Company determines the fair values using the assistance of a valuation
expert who assists the Company primarily using the cost, market and income approaches and using estimates of future revenue
and cash flows, discount rates and the selection of comparable companies. The Company's estimates of fair value are based
upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results
may differ from estimates. During the measurement period, not to exceed one year from the date of the acquisition, the
Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new
information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period,
any subsequent adjustments are reflected in the consolidated statement of operations.
Long-Lived Assets
The Company reviews the carrying value of long-lived assets for impairment when events or changes in circumstances
indicate that the carrying amount of an asset, or related asset group, may not be recoverable from estimated future undiscounted
cash flows. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or
asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying
amount of the asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by
which the carrying amount of the asset exceeds the fair value of the asset or asset group. In December 2022, the Company's
management reviewed our global network of collagen plants for optimization opportunities and decided to close our Peabody,
Massachusetts, plant in 2023. As a result, the Company incurred long-lived asset impairment charges in the food segment of
approximately $18.4 million. In addition, in the second quarter of fiscal 2022, the Company lost a large raw material customer
at a plant location in Canada that resulted in a long-lived asset impairment charge in the feed segment of approximately $8.6
million. In fiscal year 2021, no triggering event occurred requiring that the Company perform testing of its long-lived assets for
impairment. In December 2020, due to unfavorable economics in the biodiesel industry, the Company made the decision to shut
down processing operations at its biodiesel facilities located in the United States and Canada, and there are no current plans to
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resume biodiesel production at these facilities in the future. In fiscal 2021 and 2020, the Company recorded asset impairment
charges related to its fuel segment biodiesel long-lived assets of approximately $0.1 million and $6.2 million, respectively.
Goodwill and Indefinite Lived Intangible Assets Valuation
Goodwill and indefinite-lived intangible assets are tested annually or more frequently if events or changes in
circumstances indicate that the asset might be impaired. When assessing the recoverability of goodwill and other indefinite
lived intangible assets, the Company may first assess qualitative factors in determining whether it is more likely than not that
the fair value of a reporting unit, including goodwill, or an other indefinite lived intangible asset is less than its carrying
amount. The qualitative evaluation is an assessment of multiple factors, including the current operating environment, financial
performance and market considerations. The Company may elect to bypass this qualitative assessment for some or all of its
reporting units or other indefinite lived intangible assets and perform a quantitative test, based on management's judgment. If
the Company chooses to bypass the qualitative assessment, it performs the quantitative approach to impairment testing by
comparing the fair value of the Company's reporting units to their respective carrying amounts and records an impairment
charge for the amount by which the carrying amounts exceeds the fair value; however, the loss recognized if any will not
exceed the total amount of goodwill allocated to that reporting unit. In fiscal 2022 and fiscal 2021, the Company performed a
qualitative impairment analysis for its annual goodwill and indefinite-lived intangible assets at October 29, 2022 and October
30, 2021, respectively. Based on the Company's annual impairment testing at October 29, 2022 and October 30, 2021, we
concluded it is more likely than not that the fair values of the Company’s reporting units containing goodwill exceeded the
related carrying value. In December 2022, the Company's management reviewed our global network of collagen plants for
optimization opportunities and decided to close our Peabody, Massachusetts, plant in 2023. As a result of the restructuring, the
Company incurred a goodwill impairment charge in the food segment of approximately $2.7 million.
In fiscal 2020, the Company performed its annual goodwill and indefinite-lived intangible asset impairment testing
using a quantitative impairment assessment. During the annual impairment testing at October 24, 2020 and prior to finalizing
the impairment testing a triggering event occurred resulting in the Company making the decision to shut down the Company's
biodiesel facilities as described above, and recording goodwill impairment charges of approximately $31.6 million. Based on
the Company's annual impairment testing at October 24, 2020, the fair value of the remaining six reporting units was greater
than its carrying value. The Company determined the fair value of reporting units with the assistance of a valuation expert who
assisted the Company primarily using the Income Approach to determine the fair value of the Company's reporting units. Key
assumptions that impacted the discounted cash flow model were raw material volumes, gross margins, terminal growth rates
and discount rates.
It is possible, depending upon a number of factors that are not determinable at this time or within the control of the
Company, that the fair value of these six reporting units could decrease in the future and result in an impairment to goodwill.
The Company's management believes the biggest risk to these reporting units is decreasing finished product prices impacting
gross margins and an economic slowdown that would impact raw material suppliers. Goodwill was approximately $2.0 billion
and $1.2 billion at December 31, 2022 and January 1, 2022, respectively.
Pension Liability
The Company has retirement and pension plans covering a substantial number of its domestic and foreign employees.
Major assumptions used in the accounting for these employee benefit plans include the discount rate, expected return on plan
assets, rate of increase in employee compensation levels, mortality rates and trends in health care costs. The actuarial
assumptions used may differ materially from actual results due to changing market and economic conditions, higher or lower
withdrawal rates or longer or shorter life spans of participants. These differences may result in a significant impact to the
amount of net periodic benefit cost recorded in future periods.
The discount rate applied to the Company’s pension liability is the interest rate used to calculate the present value of
the pension benefit obligation. The weighted average discount rate was 4.82% at December 31, 2022 and 2.40% at January 1,
2022, respectively. The net periodic benefit cost for fiscal year 2023 would increase by approximately $0.7 million if the
discount rate was 0.5% lower at a weighted average of 4.32%. The net periodic benefit cost for fiscal year 2023 would
decrease by approximately $0.7 million if the discount rate was 0.5% higher at a weighted average of 5.32%.
Page 67
NEW ACCOUNTING PRONOUNCEMENTS
See Note 25, "New Accounting Pronouncements," to the consolidated financial statements for a description of new
accounting pronouncements.
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K includes “forward-looking” statements that are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or implied in the statements. Statements that are not
statements of historical facts are forward looking statements and are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Words such as “estimate,” “project,” “planned,” “contemplate,” “potential,”
“possible,” “proposed,” “intend,” “believe,” “anticipate,” “expect,” “may,” “will,” “would,” “should,” “could,” and similar
expressions are intended to identify forward-looking statements. All statements other than statements of historical facts
included in this report are forward looking statements, including, without limitation, the statements under the sections entitled
“Business,” “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Legal
Proceedings” and located elsewhere herein regarding industry prospects, the Company's financial position and the Company's
use of cash. Forward-looking statements are based on the Company's current expectations and assumptions regarding its
business, the economy and other future conditions. The Company cautions readers that any such forward-looking statements it
makes are not guarantees of future performance and that actual results may differ materially from anticipated results or
expectations expressed in its forward-looking statements as a result of a variety of factors, including many that are beyond the
Company's control.
In addition to those factors discussed under the heading “Risk Factors” in Item 1A of this report and elsewhere in this
report, and in the Company's other public filings with the SEC, important factors that could cause actual results to differ
materially from the Company's expectations include: existing and unknown future limitations on the ability of the Company's
direct and indirect subsidiaries to make their cash flow available to the Company for payments on the Company's indebtedness
or other purposes; global demands for bio-fuels and grain and oilseed commodities, which have exhibited volatility, and can
impact the cost of feed for cattle, hogs and poultry, thus affecting available rendering feedstock and selling prices for the
Company’s products; reductions in raw material volumes available to the Company due to weak margins in the meat production
industry as a result of higher feed costs, reduced consumer demand or other factors, reduced volume from food service
establishments, or otherwise; reduced demand for animal feed; reduced finished product prices, including a decline in fat and
used cooking oil finished product prices; changes to worldwide government policies relating to renewable fuels and GHG
emissions that adversely affect programs like the U.S. government's renewable fuel standard, low carbon fuel standards
(“LCFS”) and tax credits for biofuels both in the United States and abroad; possible product recall resulting from developments
relating to the discovery of unauthorized adulterations to food or food additives; the occurrence of 2009 H1N1 flu (initially
known as Swine Flu), highly pathogenic strains of avian influenza (collectively known as Bird Flu), SARS, BSE, PED or other
diseases associated with animal origin in the United States or elsewhere, such as the outbreak of ASF in China and elsewhere;
the occurrence of pandemics, epidemics or disease outbreaks, such as the current COVID-19 outbreak; unanticipated costs and/
or reductions in raw material volumes related to the Company’s compliance with the existing or unforeseen new U.S. or foreign
(including, without limitation, China) regulations (including new or modified animal feed, Bird Flu, SARS, PED, BSE or ASF
or similar or unanticipated regulations) affecting the industries in which the Company operates or its value added products;
risks associated with the DGD Joint Venture, including possible unanticipated operating disruptions, a decline in margins on the
products produced by the DGD Joint Venture and issues relating to the announced SAF upgrade project; risks and uncertainties
relating to international sales and operations, including imposition of tariffs, quotas, trade barriers and other trade protections
imposed by foreign countries; difficulties or a significant disruption in the Company's information systems or failure to
implement new systems and software successfully; risks relating to possible third party claims of intellectual property
infringement; increased contributions to the Company’s pension and benefit plans, including multiemployer and employer-
sponsored defined benefit pension plans as required by legislation, regulation or other applicable U.S. or foreign law or
resulting from a U.S. mass withdrawal event; bad debt write-offs; loss of or failure to obtain necessary permits and
registrations; continued or escalated conflict in the Middle East, North Korea, Ukraine or elsewhere, including the Russia-
Ukraine war; uncertainty regarding the exit of the U.K. from the European Union; and/or unfavorable export or import markets.
These factors, coupled with volatile prices for natural gas and diesel fuel, inflation rates, climate conditions, currency exchange
fluctuations, general performance of the U.S. and global economies, disturbances in world financial, credit, commodities and
stock markets, and any decline in consumer confidence and discretionary spending, including the inability of consumers and
companies to obtain credit due to lack of liquidity in the financial markets, among others, could cause actual results to vary
materially from the forward-looking statements included in this report or negatively impact the Company's results of operations.
Among other things, future profitability may be affected by the Company’s ability to grow its business, which faces
competition from companies that may have substantially greater resources than the Company. The Company's announced share
repurchase program may be suspended or discontinued at any time and purchases of shares under the program are subject to
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market conditions and other factors, which are likely to change from time to time. The Company cautions readers that all
forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update any forward
looking statements, whether as a result of changes in circumstances, new events or otherwise.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risks affecting the Company include exposures to changes in prices of the finished products the Company
sells, interest rates on debt, availability of raw material supplies and the price of natural gas and diesel fuel used in the
Company's plants. Raw materials available to the Company are impacted by seasonal factors, including holidays, when raw
material volume declines; warm weather, which can adversely affect the quality of raw material processed and finished
products produced; and cold weather, which can impact the collection of raw material. Predominantly all of the Company’s
finished products are commodities that are generally sold at prices prevailing at the time of sale. Additionally, with acquisition
of foreign entities we are exposed to foreign currency exchange risks, imposition of currency controls and the possibility of
currency devaluation.
The Company makes limited use of derivative instruments to manage cash flow risks related to natural gas usage,
diesel fuel usage, inventory, forecasted sales and foreign currency exchange rates. The Company does not use derivative
instruments for trading purposes. Heating oil swaps and options are entered into with the intent of managing the overall cost of
diesel fuel usage by reducing the potential impact of seasonal weather demands on diesel fuel that increases diesel fuel prices.
Soybean meal forward contracts and options are entered into with the intent of managing the impact of changing prices for
poultry meal sales. Corn options and future contracts are entered into with the intent of managing U.S. forecasted sales of BBP
by reducing the impact of changing prices. Foreign currency forward contracts and options are entered into to mitigate the
foreign exchange rate risk for transactions designated in a currency other than the local functional currency. Some of the
Company's natural gas and diesel fuel instruments qualify as normal purchases as defined in Financial Accounting Standards
Board (“FASB”) authoritative guidance and therefore are not subject to fair value derivative accounting. At December 31,
2022, the Company had foreign currency option and forward contracts, soybean meal forward contracts and corn option
contracts outstanding that qualified and were designated for hedge accounting as well as corn forward contracts, heating oil
options, soybean meal forward contracts and foreign currency forward contracts that did not qualify and were not designated for
hedge accounting.
In fiscal 2022, fiscal 2021 and fiscal 2020, the Company entered into foreign exchange option and forward contracts
that are considered cash flow hedges. Under the terms of the foreign exchange contracts, the Company hedged a portion of its
forecasted collagen sales in currencies other than the functional currency through the fourth quarter of fiscal 2024. At
December 31, 2022, the aggregate fair value of these foreign exchange contracts was approximately $13.8 million. The
amounts are included in other current assets, other noncurrent assets, accrued expenses and noncurrent liabilities on the balance
sheet, with an offset recorded in accumulated other comprehensive loss.
In fiscal 2022, fiscal 2021 and fiscal 2020, the Company entered into corn option contracts that are considered cash
flow hedges. Under the terms of the corn option contracts the Company hedged a portion of its forecasted sales of BBP into the
second quarter of fiscal 2023. At December 31, 2022, the aggregate fair value of the corn contracts was $0.9 million. The
amounts are included in other current assets on the balance sheet.
In fiscal 2022, fiscal 2021 and fiscal 2020, the Company entered into soybean meal forward contracts to hedge a
portion of its forecasted poultry meal sales into the third quarter of fiscal 2023. At December 31, 2022, the aggregate fair value
of the soybean meal contracts was $0.6 million and was recorded in other current assets on the balance sheet.
At December 31, 2022, the Company had the following outstanding forward contracts that were entered into to hedge
the future payments of intercompany notes, and foreign currency transactions in currencies other than the functional currency
and forecasted transactions in currencies other than the functional currency (in thousands):
Page 69
Amount
Functional Currency
Type
Brazilian real
Brazilian real
Euro
Euro
Euro
Euro
Euro
Euro
Euro
Polish zloty
Polish zloty
British pound
British pound
Japanese yen
U.S. dollar
U.S. dollar
Australian dollar
627
3,458,502
33,631
26,798
12,982
18,827
17,221
3,398
34
38,373
1,212
284
446
360,425
746
352
159
Contract Currency
Type
Amount
Euro
U.S. dollar
U.S. dollar
Polish zloty
Japanese yen
Chinese renminbi
Australian dollar
British pound
Canadian dollar
Euro
U.S. dollar
Euro
U.S. dollar
U.S. dollar
Japanese yen
Euro
Euro
110
807,739
35,505
126,500
1,859,840
138,363
26,800
2,972
50
8,155
274
325
544
2,753
101,000
330
100
Range of
Hedge rates
5.7
3.35 - 6.63
1.01 - 1.08
4.69 - 4.74
140.03 - 146.23
7.09 - 7.44
1.55 - 1.59
0.87 - 0.89
1.45
4.70 - 4.72
4.42
0.87
1.22
129.40 - 135.36
135.36
1.07
1.59
$
$
U.S.
Equivalent
120
807,739
35,505
28,609
13,860
20,100
18,386
3,628
37
8,735
274
342
544
2,753
746
352
108
941,838
The above foreign currency contracts had an aggregate fair value of approximately $11.7 million and are included in
other current assets, noncurrent assets, accrued expenses and noncurrent liabilities at December 31, 2022.
The Company had corn forward contracts that are marked to market because they did not qualify for hedge accounting
at December 31, 2022. These contracts have an aggregate fair value of approximately $0.1 million and are included in current
other assets and accrued expenses at December 31, 2022.
The Company had soybean meal forward contracts that are marked to market at December 31, 2022. These contracts
have an aggregate fair value of approximately $1.7 million and are included in current other assets at December 31, 2022.
Additionally, the Company had heating oil options that are marked to market at December 31, 2022. These contracts
have an aggregate fair value of less than $0.1 million and are included in current other assets at December 31, 2022.
At December 31, 2022, the Company had forward purchase agreements in place for purchases of approximately
$243.3 million of natural gas and diesel fuel and approximately $19.8 million of other commitments during the next three
years. As of December 31, 2022, the Company had forward purchase agreements in place for purchases of approximately
$138.0 million of finished and raw material products during the next five years.
Interest Rate Sensitivity
At December 31, 2022, the Company's fixed rate debt obligations consist of the 6% Notes, the 5.25% Notes, the
3.625% Notes and other immaterial debt that accrue interest at an annual weighted average fixed rate of approximately 5.18%.
As of December 31, 2022, the Company has long-term debt of approximately $1.2 billion subject to variable interest rates under
the Company's Senior Secured Credit Facilities. This portion of the Company's debt is sensitive to fluctuations in interest rates.
The Company estimates that a 1% increase in interest rates will
interest expense by
approximately $12.2 million.
increase the Company's annual
Foreign Exchange
The Company has significant international operations and is subject to certain opportunities and risks, including
currency fluctuations. As a result, the Company is affected by changes in foreign currency exchange rates, particularly with
respect to the euro, Brazilian real, Canadian dollar, Australian dollar, Chinese renminbi, British pound and Japanese yen.
Page 70
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
Consolidated Balance Sheets -
December 31, 2022 and January 1, 2022
Consolidated Statements of Operations -
Three years ended December 31, 2022
Consolidated Statements of Comprehensive Income/(Loss) -
Three years ended December 31, 2022
Consolidated Statements of Stockholders’ Equity -
Three years ended December 31, 2022
Consolidated Statements of Cash Flows -
Three years ended December 31, 2022
Notes to Consolidated Financial Statements
72
75
77
78
79
80
81
82
All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require
submission of the schedule, or because the information required is included in the consolidated financial statements and notes
thereto.
Page 71
DARLING INGREDIENTS INC. AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Darling Ingredients Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Darling Ingredients Inc. and subsidiaries (the Company) as
of December 31, 2022 and January 1, 2022, the related consolidated statements of operations, comprehensive income/(loss),
stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related
notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in
all material respects, the financial position of the Company as of December 31, 2022 and January 1, 2022, and the results of its
operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S.
generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission, and our report dated February 27, 2023 expressed an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Page 72
Sufficiency of audit evidence over net sales
As discussed in Note 22 to the consolidated financial statements, net sales were $6.5 billion for the year-ended December
31, 2022.
We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. The Company’s
business operations are conducted through a global network of over 260 locations across five continents. Net sales are
recognized primarily from the sale of tangible products at these Company locations around the world. Evaluating the
sufficiency of audit evidence obtained required especially subjective auditor judgment because of the geographical
dispersion of the Company’s net sales generating activities. This included determining the Company locations at which
procedures were performed and the supervision and review of procedures performed at those locations.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment
to determine the nature and extent of procedures to be performed over net sales, including the determination of the
Company locations at which those procedures were to be performed. At each Company location where procedures were
performed, we, where applicable:
•
•
evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s net sales
processes, including the Company’s controls over the accurate recording of amounts
assessed the recorded net sales by selecting a sample of transactions and comparing the amounts recognized for
consistency with underlying documentation, including contracts with customers and shipping documentation.
We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the
appropriateness of the nature and extent of such evidence.
Acquisition date fair value of the collection route intangible assets
As discussed in Note 1 and Note 3 to the consolidated financial statements, the Company acquired Valley Proteins on May
2, 2022 and the FASA Group on August 1, 2022. The purchase price, net of cash acquired, to purchase Valley Proteins and
the FASA Group was $1,171.6 million and $715.6 million, respectively. The Company recorded intangible assets
representing the generation of future income from existing collection routes using an income approach. The preliminary
fair value for the collection route intangible assets was $292.1 million and $150.2 million for Valley Proteins and the
FASA Group, respectively.
We identified the evaluation of the acquisition-date fair value of the collection route intangible assets as a critical audit
matter. There was a high degree of subjective auditor judgment in evaluating certain assumptions included in the income
approach using a discounted cash flow model to estimate the acquisition-date fair value of the collection route intangible
assets. Specifically, there was limited observable market information for the forecasted revenue growth rates, cost of sales
and gross margin assumptions, and the evaluation of the discount rate assumptions required specialized skills and
knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls related to the valuation of the collection route intangible
assets, including controls over the determination of the forecasted revenue growth rates, cost of sales, gross margin, and
discount rate assumptions. We evaluated the Company’s forecasted revenue growth rates, cost of sales and gross margin
assumptions by comparing them to historical revenue growth rates, cost of sales and gross margins experienced by each of
the acquired
Page 73
businesses. We performed sensitivity analyses over these assumptions to assess the impact of changes in those assumptions
on the Company’s determination of fair value. We involved valuation professionals with specialized skills and knowledge,
who assisted in:
•
•
evaluating the Company’s discount rates by comparing them to an independently developed discount rate or ranges of
discount rates based on publicly available market data for comparable companies
developing an estimate of fair value of the collection route intangible assets using projected cash flows of each
acquired business and an independently developed discount rate or ranges of discount rates and comparing them to the
Company's fair value estimates.
/s/ KPMG LLP
We have served as the Company’s auditor since 1989.
Dallas, Texas
February 27, 2023
Page 74
DARLING INGREDIENTS INC. AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Darling Ingredients Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Darling Ingredients Inc. and subsidiaries' (the Company) internal control over financial reporting as of
December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control –
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and January 1, 2022, the related
consolidated statements of operations, comprehensive income/(loss), stockholders’ equity, and cash flows for each of the years
in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements),
and our report dated February 27, 2023 expressed an unqualified opinion on those consolidated financial statements.
The Company acquired Valley Proteins, the FASA Group and Group Op de Beeck during 2022, and management excluded
from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022,
Valley Proteins, the FASA Group and Group Op de Beeck’s internal control over financial reporting associated with total assets
of $2.3 billion and net sales of $805.6 million included in the consolidated financial statements of the Company as of and for
the year ended December 31, 2022. Our audit of internal control over financial reporting of the Company also excluded an
evaluation of the internal control over financial reporting of Valley Proteins, the FASA Group and Group Op de Beeck.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's
Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Page 75
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Dallas, Texas
February 27, 2023
/s/ KPMG LLP
Page 76
DARLING INGREDIENTS INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2022 and January 1, 2022
(in thousands, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents
Restricted cash
Accounts receivable, less allowance for bad debts of $11,889
at December 31, 2022 and $8,196 at January 1, 2022
Inventories
Prepaid expenses
Income taxes refundable
Other current assets
Total current assets
Property, plant and equipment, net
Intangible assets, net
Goodwill
Investment in unconsolidated subsidiaries
Operating lease right-of-use assets
Other assets
Deferred income taxes
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt
Accounts payable, principally trade
Income taxes payable
Current operating lease liabilities
Accrued expenses
Total current liabilities
Long-term debt, net of current portion
Long-term operating lease liabilities
Other noncurrent liabilities
Deferred income taxes
Total liabilities
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value; 250,000,000 shares authorized, 173,593,099
and 171,734,603 shares issued at December 31, 2022 and January 1, 2022,
respectively
Additional paid-in capital
Treasury stock, at cost; 13,623,503 and 10,942,599 shares at
December 31, 2022 and January 1, 2022, respectively
Accumulated other comprehensive loss
Retained earnings
Total Darling's stockholders’ equity
Noncontrolling interests
Total stockholders’ equity
December 31,
2022
January 1,
2022
$
127,016
315
$
68,906
166
676,573
673,621
85,665
18,583
56,324
1,638,097
2,462,082
865,122
1,970,377
1,926,395
186,141
136,268
17,888
9,202,370
69,846
472,491
44,851
49,232
432,023
1,068,443
3,314,969
141,703
298,933
481,832
5,305,880
1,736
1,660,084
(554,451)
(383,874)
3,085,528
3,809,023
87,467
3,896,490
9,202,370
$
$
$
469,092
457,465
53,711
1,075
38,599
1,089,014
1,840,080
397,801
1,219,116
1,349,247
155,464
66,795
16,211
6,133,728
24,407
307,118
32,310
38,168
350,681
752,684
1,438,974
120,314
111,029
362,942
2,785,943
1,717
1,627,816
(374,721)
(321,690)
2,347,838
3,280,960
66,825
3,347,785
6,133,728
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
Page 77
DARLING INGREDIENTS INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Three years ended December 31, 2022
(in thousands, except per share data)
Net sales
Costs and expenses:
Cost of sales and operating expenses
Loss (gain) on sale of assets
Selling, general and administrative expenses
Restructuring and asset impairment charges
Depreciation and amortization
Acquisition and integration costs
Total costs and expenses
Equity in net income of Diamond Green Diesel
Operating income
Other expense:
Interest expense
Foreign currency losses
Other expense, net
Total other expense
Equity in net income of other unconsolidated subsidiaries
Income before income taxes
Income tax expense
Net income
December 31,
2022
6,532,204
$
January 1,
2022
4,741,369
$
January 2,
2021
3,571,923
$
5,002,609
(4,494)
436,608
29,666
394,721
16,372
5,875,482
372,346
1,029,068
(125,566)
(11,277)
(3,609)
(140,452)
5,102
893,718
3,499,385
(958)
391,538
778
316,387
1,396
4,208,526
351,627
884,470
(62,077)
(2,199)
(4,551)
(68,827)
5,753
821,396
2,688,815
426
378,496
38,167
350,178
—
3,456,082
315,095
430,936
(72,686)
(2,290)
(5,534)
(80,510)
3,193
353,619
146,626
164,106
53,289
747,092
657,290
300,330
Net income attributable to noncontrolling interests
(9,402)
(6,376)
(3,511)
Net income attributable to Darling
Net income per share:
Basic
Diluted
$
$
$
737,690
$
650,914
$
296,819
4.58
4.49
$
$
4.01
3.90
$
$
1.83
1.78
The accompanying notes are an integral part of these consolidated financial statements.
Page 78
DARLING INGREDIENTS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
Three years ended December 31, 2022
(in thousands)
Net income
Other comprehensive income/(loss), net of tax:
Foreign currency translation
Pension adjustments
Corn option derivative adjustments
Soybean meal derivative adjustments
Heating oil derivative adjustments
Foreign exchange derivative adjustments
Total other comprehensive income/(loss), net of tax
Total comprehensive income
Comprehensive income attributable to noncontrolling
interests
Comprehensive income attributable to Darling
$
December 31,
2022
January 1,
2022
January 2,
2021
$
747,092
$
657,290
$
300,330
(87,856)
8,966
3,547
339
(2,458)
12,204
(65,258)
681,834
(74,219)
12,669
1,838
(141)
894
(5,833)
(64,792)
592,498
70,320
(4,313)
(5,731)
297
1,104
6,621
68,298
368,628
6,328
675,506
$
10,841
581,657
$
2,395
366,233
The accompanying notes are an integral part of these consolidated financial statements.
Page 79
DARLING INGREDIENTS INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
Three years ended December 31, 2022
(in thousands, except share data)
Common Stock
Number of
Outstanding
Shares
$0.01
par
Value
Additional
Paid-In
Capital
Treasury
Stock
163,775,111 $ 1,686 $ 1,560,897 $ (75,022) $
Accumulated
Other
Comprehensive
Loss
(321,847) $1,400,105 $
Retained
Earnings
Stockholders'
equity
attributable to
Darling
2,565,819 $
296,819
Non-
controlling
Interests
77,531 $
3,511
Total
Stockholders'
Equity
2,643,350
300,330
Balances at December 28, 2019
Net income
Distribution of noncontrolling interest
earnings
Additions to noncontrolling interests
Pension liability adjustments, net of tax
Heating oil derivative adjustments, net of
tax
Corn option derivative adjustments, net
of tax
Soybean meal derivative adjustments, net
of tax
Foreign exchange derivative adjustments,
net of tax
Foreign currency translation adjustments
Issuance of non-vested stock
Stock-based compensation
Treasury stock
Issuance of common stock
Balances at January 2, 2021
Net income
Distribution of noncontrolling interest
earnings
Pension liability adjustments, net of tax
Heating oil derivative adjustments, net of
tax
Corn option derivative adjustments, net
of tax
Soybean meal derivative adjustments, net
of tax
Foreign exchange derivative adjustments,
net of tax
Foreign currency translation adjustments
Issuance of non-vested stock
Stock-based compensation
Treasury stock
Issuance of common stock
Balances at January 1, 2022
Acquisition of noncontrolling interests
Net income
Distribution of noncontrolling interest
earnings
Pension liability adjustments, net of tax
Heating oil derivative adjustments, net of
tax
Corn option derivative adjustments, net
of tax
Soybean meal derivative adjustments, net
of tax
Foreign exchange derivative adjustments,
net of tax
Foreign currency translation adjustments
Issuance of non-vested stock
Stock-based compensation
Treasury stock
Issuance of common stock
Balances at December 31, 2022
—
—
—
—
—
—
—
—
—
11,000
—
(2,834,646)
1,248,924
—
—
—
—
—
—
—
—
—
—
—
—
13
—
—
3,258
—
—
—
—
—
—
—
—
—
—
—
—
—
221
23,001
—
—
—
—
— (76,688)
—
10,052
—
296,819
—
—
(4,313)
1,104
(5,731)
297
6,621
71,436
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
162,200,389 $ 1,699 $ 1,597,429 $(151,710) $
(252,433) $1,696,924 $
—
—
—
—
—
—
—
—
—
—
(3,262,750)
1,854,365
—
—
—
—
—
—
—
—
—
—
—
18
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
171
21,666
—
—
—
— (223,011)
—
8,550
—
650,914
—
12,669
894
1,838
(141)
(5,833)
(78,684)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
160,792,004 $ 1,717 $ 1,627,816 $(374,721) $
(321,690) $2,347,838 $
—
—
—
—
—
—
—
—
—
8,000
—
(2,680,904)
1,850,496
—
—
—
—
—
—
—
—
—
—
—
—
19
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
155
24,850
—
—
—
—
— (179,730)
—
7,263
—
8,966
(2,458)
3,547
339
12,204
(84,782)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,258
(4,313)
1,104
(5,731)
297
6,621
71,436
221
23,001
(76,688)
10,065
2,891,909 $
650,914
—
12,669
894
1,838
(141)
(5,833)
(78,684)
171
21,666
(223,011)
8,568
3,280,960 $
—
8,966
(2,458)
3,547
339
(4,480)
(13,146)
—
—
—
—
—
(1,116)
—
—
—
—
62,300 $
6,376
(6,316)
—
—
—
—
—
4,465
—
—
—
—
66,825 $
18,058
9,402
(3,744)
—
—
—
—
(4,480)
(9,888)
(4,313)
1,104
(5,731)
297
6,621
70,320
221
23,001
(76,688)
10,065
2,954,209
657,290
(6,316)
12,669
894
1,838
(141)
(5,833)
(74,219)
171
21,666
(223,011)
8,568
3,347,785
18,058
747,092
(3,744)
8,966
(2,458)
3,547
339
12,204
(84,782)
155
24,850
(179,730)
7,282
3,809,023 $
—
(3,074)
—
—
—
—
87,467 $
12,204
(87,856)
155
24,850
(179,730)
7,282
3,896,490
—
—
—
737,690
—
737,690
159,969,596 $ 1,736 $ 1,660,084 $(554,451) $
(383,874) $3,085,528 $
The accompanying notes are an integral part of these consolidated financial statements.
Page 80
DARLING INGREDIENTS INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Three years ended December 31, 2022
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
$
747,092
$
657,290
$
300,330
December 31,
2022
January 1,
2022
January 2,
2021
Depreciation and amortization
Deferred income taxes
Loss/(gain) on sale of assets
Restructuring and asset impairment
Decrease in long-term pension liability
Stock-based compensation expense
Write-off deferred loan costs
Deferred loan cost amortization
Equity in net income of Diamond Green Diesel and other
unconsolidated subsidiaries
Distributions of earnings from Diamond Green Diesel and other
unconsolidated subsidiaries
Changes in operating assets and liabilities, net
of effects from acquisitions:
Accounts receivable
Income taxes refundable/payable
Inventories and prepaid expenses
Accounts payable and accrued expenses
Other
Net cash provided by operating activities
Cash flows from investing activities:
Capital expenditures
Acquisitions, net of cash acquired
Investment in Diamond Green Diesel
Investment in other unconsolidated subsidiaries
Loan to Diamond Green Diesel
Loan repayment from Diamond Green Diesel
Gross proceeds from sale of property, plant and equipment and other assets
Proceeds from insurance settlement
Payments related to routes and other intangibles
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from long-term debt
Payments on long-term debt
Borrowings from revolving credit facility
Payments on revolving credit facility
Net cash overdraft financing
Deferred loan costs
Issuance of common stock
Repurchase of common stock
Minimum withholding taxes paid on stock awards
Acquisition of noncontrolling interest
Distributions to noncontrolling interests
Net cash provided/(used) in financing activities
Effect of exchange rate changes on cash flows
Net increase/(decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at end of year
$
394,721
46,734
(4,494)
29,666
(7,037)
25,005
—
4,984
316,387
96,812
(958)
138
(4,742)
21,837
1,130
4,038
350,178
15,814
426
37,802
(6,555)
23,222
3,052
5,357
(377,448)
(357,380)
(318,288)
95,546
4,611
207,328
(56,543)
(3,495)
(130,170)
65,936
(16,758)
813,739
(391,309)
(1,772,437)
(264,750)
—
(50,000)
50,000
13,442
—
(1,492)
(2,416,546)
1,934,885
(63,078)
1,873,795
(1,897,280)
24,069
(16,780)
—
(125,531)
(46,944)
—
(4,532)
1,678,604
5,299
81,096
69,072
150,168
$
(79,954)
18,826
(72,919)
84,580
14,724
704,420
(274,126)
(2,059)
(189,000)
(4,449)
(25,000)
—
4,645
—
(274)
(490,263)
43,824
(142,133)
620,601
(515,424)
(3,845)
(3,809)
50
(167,708)
(46,894)
—
(6,022)
(221,360)
(5,445)
(12,648)
81,720
69,072
$
22,362
4,200
(18,666)
11,200
(13,111)
624,651
(280,115)
(29,793)
—
—
—
—
2,797
293
(3,810)
(310,628)
34,569
(232,726)
495,691
(480,604)
(37,692)
(4,292)
67
(55,044)
(11,918)
(8,784)
(6,253)
(306,986)
1,638
8,675
73,045
81,720
The accompanying notes are an integral part of these consolidated financial statements.
Page 81
DARLING INGREDIENTS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1. GENERAL
(a)
NATURE OF OPERATIONS
Darling Ingredients Inc., a Delaware corporation (“Darling”, and together with its subsidiaries, the “Company” or
“we”, “us” or “our”), is a global developer and producer of sustainable natural ingredients from edible and inedible
bio-nutrients, creating a wide range of ingredients and customized specialty solutions for customers in the
pharmaceutical, food, pet food, feed, industrial, fuel, bioenergy and fertilizer industries. The Company’s business
operations are conducted through a global network of over 260 locations across five continents within three
business segments, Feed Ingredients, Food Ingredients and Fuel Ingredients. Comparative segment revenues and
related financial information are presented in Note 21 to the consolidated financial statements.
(b)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(1) Basis of Presentation
The consolidated financial statements include the accounts of Darling and its consolidated subsidiaries.
Noncontrolling interests represents the outstanding ownership interest
in the Company's consolidated
subsidiaries that are not owned by the Company. In the accompanying Consolidated Statements of
Operations, the noncontrolling interest in net income of the consolidated subsidiaries is shown as an
allocation of the Company's net
income attributable to
noncontrolling interests”. In the Company's Consolidated Balance Sheets, noncontrolling interests represents
the ownership interests in the Company consolidated subsidiaries' net assets held by parties other than the
These ownership interests are presented separately as “Noncontrolling interests” within
Company.
“Stockholders' Equity.” All intercompany balances and transactions have been eliminated in consolidation.
income and is presented separately as “Net
(2) Business Combinations
The Company accounts for its business combinations using the acquisition method of accounting when the
activities acquired have been determined to be a business. The consideration transferred in a business
combination is measured at fair value, which is determined as the sum of the acquisition-date fair values of
the assets transferred, liabilities incurred by the Company and any equity interests issued by the Company.
The consideration transferred is allocated to the tangible and intangible assets acquired and liabilities assumed
at their estimated fair value on the acquisition date. The excess of fair value is recorded as goodwill. The
results of businesses acquired in a business combination are included in our consolidated financial statements
from the date of acquisition. Acquisition costs are expensed as incurred.
Determining the fair value of assets acquired and liabilities assumed requires management to use significant
judgment and estimates. Depending on the acquisition size, the Company determines the fair values using the
assistance of a valuation expert who assists the Company primarily using the cost, market and income
approaches and using estimates of future revenue and cash flows, discount rates and the selection of
comparable companies. The Company's estimates of fair value are based upon assumptions believed to be
reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ
from estimates. During the measurement period, not to exceed one year from the date of the acquisition, the
Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset
to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition
date. After the measurement period, any subsequent adjustments are reflected in the consolidated statement
of operations.
(3) Fiscal Year
The Company has a 52/53 week fiscal year ending on the Saturday nearest December 31. Fiscal years for the
consolidated financial statements included herein are for the 52 weeks ended December 31, 2022, the 52
weeks ended January 1, 2022, and the 53 weeks ended January 2, 2021.
Page 82
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
(4) Cash and Cash Equivalents
The Company considers all short-term highly liquid instruments, with an original maturity of three months or
less, to be cash equivalents. Cash balances are recorded net of book overdrafts when a bank right-of-offset
exists. All other book overdrafts are recorded in accounts payable and the change in the related balance is
reflected in operating activities on the Consolidated Statement of Cash Flows. In addition, the Company has
bank overdrafts, which are considered a form of short-term financing with changes in the related balance
reflected in financing activities in the Consolidated Statement of Cash Flows. Restricted cash shown on the
Consolidated Balance Sheet as of December 31, 2022 and January 1, 2022, primarily represented amounts set
aside as collateral for foreign construction projects and U. S. environmental claims and were insignificant to
the Company. Restricted cash included in other assets as of December 31, 2022, primarily represented
amounts set aside in the Company's name in escrow for a portion of acquisition consideration that is expected
to be paid in the future. A reconciliation of cash, cash equivalents, and restricted cash reported within the
Consolidated Balance Sheets that sum to the total of same such amounts shown in the Consolidated Statement
of Cash flows is as follows (in thousands):
Cash and cash equivalents
Restricted cash
Restricted cash included in other long-term assets
Total cash, cash equivalents and restricted cash shown in the statement
of cash flows
(5) Accounts Receivable and Allowance for Doubtful Accounts
December 31,
2022
January 1,
2022
$
$
127,016 $
68,906
315
22,837
166
—
150,168 $
69,072
The Company maintains allowances for doubtful accounts for estimated losses resulting from customers’ non-
payment of trade accounts receivable owed to the Company. These trade receivables arise in the ordinary
course of business from sales of raw material, finished product or services to the Company’s customers. The
estimate of allowance for doubtful accounts is based upon the Company’s bad debt experience adjusted for
differences in asset-specific risk characteristic, current economic conditions and forecast of future economic
conditions. If the financial condition of the Company’s customers deteriorates, resulting in the customers’
inability to pay the Company’s receivables as they come due, additional allowances for doubtful accounts
may be required. The Company has entered into agreements with third party banks to factor certain of the
Company's trade receivables in order to enhance working capital by turning trade receivables into cash faster.
Under these agreements, the Company will sell certain selected customers trade receivables to the third party
banks without recourse for cash less a nominal fee. For the years ended December 31, 2022, January 1, 2022
and January 2, 2021, the Company sold approximately $582.0 million, $443.6 million and $345.6 million,
respectively of its trade receivables and incurred approximately $4.0 million, $1.1 million and $1.1 million in
fees, which are recorded as interest expense, respectively.
(6)
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is primarily determined using the first-
in, first-out (FIFO) method for the Feed Ingredients and Fuel Ingredients segments. In the Food Ingredients
segment cost is primarily determined based on the weighted average cost.
(7) Long Lived Assets
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation is computed by the straight-line method
over the estimated useful lives of assets: 1) Buildings and improvements, 15 to 30 years; 2) Machinery and
equipment, 3 to 10 years; 3) Vehicles, 3 to 8 years; and 4) Aircraft, 7 to 10 years.
Page 83
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Maintenance and repairs are charged to expense as incurred, and expenditures for major renewals and
improvements are capitalized.
Intangible Assets
Intangible assets with indefinite lives, and therefore, not subject to amortization, consist of trade names
acquired in the acquisition of Griffin Industries Inc. on December 17, 2010 (which was subsequently
converted to a limited liability company) and its subsidiaries (“Griffin”) and trade names acquired in the
acquisition of its Darling Ingredients International business. Intangible assets subject to amortization consist
of: 1) collection routes which are made up of groups of suppliers of raw materials in similar geographic areas
from which the Company derives collection fees and a dependable source of raw materials for processing into
finished products; 2) permits that represent licensing of operating plants that have been acquired, giving
those plants the ability to operate; 3) non-compete agreements that represent contractual arrangements with
former competitors whose businesses were acquired; 4) trade names; and 5) royalty, product development,
consulting, land use rights and leasehold agreements. Amortization expense is calculated using the straight-
line method over the estimated useful lives of the assets ranging from: 5 to 21 years for collection routes; 10
to 20 years for permits; 3 to 7 years for non-compete agreements; and 4 to 15 years for trade names. Royalty,
product development, patents, consulting, land use rights and leasehold agreements are generally amortized
over the term of the agreement.
(8)
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of
The Company reviews the carrying value of long-lived assets for impairment when events or changes in
circumstances indicate that the carrying amount of an asset, or related asset group, may not be recoverable
from estimated future undiscounted cash flows. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows
expected to be generated by the asset or asset group. If the carrying amount of the asset exceeds its estimated
future cash flows, an impairment charge is recognized by the amount for which the carrying amount of the
asset exceeds the fair value of the asset.
In fiscal 2022, the Company recorded asset impairment charges
related to its food segment long-lived assets of approximately $18.4 million and feed segment long-lived
assets of approximately $8.6 million and in fiscal 2021 and 2020, the company recorded asset impairment
charges related to its fuel segment biodiesel long-lived assets of approximately $0.1 million and $6.2 million,
respectively. See Note 18 to the consolidated financial statements.
(9) Goodwill and Indefinite Lived Intangible Assets
including the current operating environment,
Goodwill and indefinite lived intangible assets are tested annually or more frequently if events or changes in
circumstances indicate that the asset might be impaired. When assessing the recoverability of goodwill and
other indefinite lived intangible assets, the Company may first assess qualitative factors in determining
whether it is more likely than not that the fair value of a reporting unit, including goodwill, or an other
indefinite lived intangible asset is less than its carrying amount. The qualitative evaluation is an assessment of
multiple factors,
financial performance and market
considerations. The Company may elect to bypass this qualitative assessment for some or all of its reporting
units or other indefinite lived intangible assets and perform a quantitative test, based on management's
judgment. If the Company chooses to bypass the qualitative assessment, it performs the quantitative approach
to impairment testing by comparing the fair value of the Company's reporting units to their respective
carrying amounts and records an impairment charge for the amount by which the carrying amounts exceeds
the fair value; however, the loss recognized, if any, will not exceed the total amount of goodwill allocated to
that reporting unit. In fiscal 2022 and 2021, the Company performed a qualitative impairment analysis for its
annual goodwill and indefinite-lived intangible assets at October 29, 2022 and October 30, 2021, respectively.
Based on the Company's annual impairment testing at October 29, 2022 and October 30, 2021, respectively,
we concluded it is more likely than not that the fair values of the Company’s reporting units containing
goodwill and indefinite lived intangible assets exceeded the related carrying value. However, in December
2022,
the Company's management reviewed our global network of collagen plants for optimization
opportunities and decided to close our Peabody, Massachusetts, plant in 2023. As a result of the restructuring,
the Company incurred goodwill impairment charges in fiscal 2022. In fiscal 2020, the Company performed
its annual goodwill and indefinite-lived intangible assets impairment assessments at October 24, 2020 using a
quantitative approach and prior to finalizing the impairment testing a triggering event occurred, which due to
Page 84
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
unfavorable economics in the biodiesel industry, the Company made the decision to shut down processing
operations at its biodiesel facilities located in the United States and Canada, and there are no current plans to
resume biodiesel production at these facilities in the future. As a result, the Company recorded goodwill
impairment charges in fiscal 2020. In fiscal 2020, the fair values of the Company’s reporting units containing
goodwill exceeded the related carrying values. Goodwill was approximately $2.0 billion and $1.2 billion at
December 31, 2022 and January 1, 2022, respectively. See Note 7 for further information on the Company’s
goodwill.
(10) Leases
The Company accounts for leases in accordance with Accounting Standard Codification (“ASC”) Topic 842,
Leases. The Company determines if an arrangement is a lease at inception for which the Company
recognizes the right-of-use (“ROU”) asset and a lease liability at the lease commencement date. For
operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid
lease payments at the lease commencement date. In determining the lease liability, the Company applies a
discount rate to the minimum lease payments within each lease. ASC 842 requires the Company to use the
rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an
amount equal to the lease payments in a similar economic environment. To estimate the Company's
incremental borrowing rate over various terms, a comparable market yield curve consistent with the
Company's credit quality is determined. The lease term for all of the Company's leases include the non-
cancellable period of the lease plus any additional periods covered by either a Company option to extend the
lease that the Company is reasonably certain to exercise or when a triggering event occurs. The Company has
elected to not recognize a ROU asset and lease liability with an initial term of 12 months or less at lease
commencement. Operating leases are included on the Company's balance sheet as a ROU asset, current
operating lease liabilities and long-term operating lease liabilities. For finance leases, the lease liability is
initially measured in the same manner and date as for the operating leases, and is subsequently measured at
amortized cost using the effective interest method. Finance leases are included in property, plant and
equipment, current portion of long-term debt and long-term debt, net of current portion, but are not significant
to the Company.
The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted
for lease payments made at or before the lease commencement date, plus any direct costs incurred less any
lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease
term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued)
lease payments, less the unamortized balance of the lease incentives received. Some leases payments contain
rent escalation clauses (including index-based escalations), initially measured using the index at the lease
commencement date. The Company recognizes minimum rental expense on a straight-line basis based on the
fixed components of the lease arrangement.
The Company uses the long-lived assets impairment guidance in ASC subtopic 360-10, Property, Plant and
Equipment - Overall, to determine whether the ROU asset is impaired, and if so, the amount of the
impairment loss to recognize. The Company monitors for events or changes in circumstances that require a
reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability, a
corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so
would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of
the adjustment that would result in a negative ROU asset balance is recorded in the Consolidated Statement of
Operations.
(11) Environmental Expenditures
Environmental expenditures incurred to mitigate or prevent environmental impacts that have yet to occur and
that otherwise may result from future operations are capitalized. Expenditures that relate to an existing
condition caused by past operations and that do not contribute to current or future revenues are expensed or
charged against established environmental reserves. Reserves are established when environmental impacts
have been identified which are probable to require mitigation and/or remediation and the costs are reasonably
estimable.
Page 85
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
(12) Income Taxes
The Company accounts for income taxes using the asset and liability method. Under the asset and liability
method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
The Company periodically assesses whether it is more likely than not that it will generate sufficient taxable
income to realize its deferred income tax assets.
In making this determination, the Company considers all
available positive and negative evidence and makes certain assumptions. The Company considers, among
other things, its deferred tax liabilities, the overall business environment, its historical earnings and losses,
current industry trends and its outlook for taxable income in future years.
The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the
tax position will be sustained upon examination by the relevant taxing authority. Adjustments are made to the
reserves for uncertain tax positions when facts and circumstances change or additional information is
available. Judgment is required to assess the impact of ongoing audits conducted by tax authorities in
determining the Company’s consolidated income tax provision. The Company recognizes accrued interest and
penalties on tax related matters as a component of income tax expense.
(13) Earnings per Share
Basic income per common share is computed by dividing net income attributable to Darling by the weighted
average number of common shares including non-vested and restricted shares with participation rights
outstanding during the period. Diluted income per common share is computed by dividing net income
attributable to Darling by the weighted average number of common shares outstanding during the period
increased by dilutive common equivalent shares determined using the treasury stock method.
Net Income per Common Share (in thousands, except per share data)
December 31,
2022
January 1,
2022
January 2,
2021
Income
Shares
Per-
Share
Income
Shares
Per-
Share
Income
Shares
Per-
Share
Basic:
Net income attributable to Darling
$737,690
161,000
$ 4.58
$650,914
162,454
$ 4.01
$296,819
162,572
$ 1.83
Diluted:
Effect of dilutive securities
Add: Option shares in the money and
dilutive effect of nonvested stock
Less: Pro-forma treasury shares
Diluted:
—
—
3,831
(710)
—
—
—
—
5,468
(826)
—
—
—
—
6,526
(1,890)
—
—
Net income attributable to Darling
$737,690
164,121
$ 4.49
$650,914
167,096
$ 3.90
$296,819
167,208
$ 1.78
There were no outstanding stock options excluded in fiscal 2022 and 2021 and in fiscal 2020 there were
24,356 outstanding stock options that were excluded from diluted income per common share as the effect was
antidilutive. For fiscal 2022, 2021 and 2020, respectively, 266,246, 195,542 and 392,909 shares of non-
vested stock were excluded from diluted income per common share as the effect was antidilutive.
(14) Stock Based Compensation
The Company recognizes compensation expense ratably over the vesting period in an amount equal to the fair
value of the share-based payments (e.g., stock options and non-vested and restricted stock) granted to
employees and non-employee directors or by incurring liabilities to an employee or other supplier (a) in
amounts based, at least in part, on the price of the entity’s shares or other equity instruments, or (b) that
require or may require settlement by issuing the entity’s equity shares or other equity instruments. The
Page 86
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Company's policy is to account for forfeitures in the period they occur, rather than estimating a forfeiture rate.
The Company does not reclassify excess tax benefits from operating activities to financing activities in the
Consolidated Statements of Cash Flows. Additionally, the Company excludes the excess tax benefits from
the assumed proceeds available to repurchase shares of common stock in the computation of the Company's
diluted earnings per share. The Company records tax benefit or expense within income tax expense for the
year ended December 31, 2022, January 1, 2022 and January 2, 2021 related to the excess tax expense on
stock options, nonvested stock, director restricted stock units, restricted stock units and performance units.
Total stock-based compensation recognized in the Consolidated Statements of Operations for the years ended
December 31, 2022, January 1, 2022 and January 2, 2021 was approximately $25.0 million, $21.8 million and
$23.2 million, respectively, which is included in selling, general and administrative expenses, and the related
income tax benefit
recognized was approximately $1.7 million, $1.8 million and $1.9 million,
respectively. See Note 13 for further information on the Company’s stock-based compensation plans.
(15) Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
If it is at least reasonably possible that the estimate of the effect on the financial statements of a condition,
situation, or set of circumstances that exist at the date of the financial statements will change in the near term
due to one or more future confirming events, and the effect of the change would be material to the financial
statements, the Company will disclose the nature of the uncertainty and include an indication that it is at least
reasonably possible that a change in the estimate will occur in the near term. If the estimate involves certain
loss contingencies, the disclosure will also include an estimate of the probable loss or range of loss or state
that an estimate cannot be made.
As a result of the global coronavirus disease (“COVID-19”) pandemic, and related government imposed
movement restrictions and initiatives implemented to reduce the global transmission of COVID-19, as well as
the Russia-Ukraine war and the current inflationary environment, we have evaluated the potential impact to
the Company's operations and for any indicators of potential triggering events that could indicate certain of
the Company's assets may be impaired. As of December 31, 2022, the Company has not observed any
impairments of the Company's assets or a significant change in their fair value due to the COVID-19
pandemic, the Russia-Ukraine war or inflation.
(16) Financial Instruments
The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued
expenses approximates fair value due to the short maturity of these instruments. The Company's 6% Senior
Notes due 2030, 5.25% Senior Notes due 2027, 3.625% Senior Notes due 2026, term loans and revolver
borrowings outstanding at December 31, 2022, as described in Note 10 have a fair value based on market
valuation from third-party banks. The carrying amount for the Company’s other debt is not deemed to be
significantly different than the fair value. See Note 17 for financial instruments' fair values.
(17) Derivative Instruments
The Company makes limited use of derivative instruments to manage cash flow risks related to natural gas
usage, inventory, forecasted sales and foreign currency exchange rates. The Company does not use derivative
instruments for trading purposes. Natural gas swaps and options are entered into with the intent of managing
the overall cost of natural gas usage by reducing the potential impact of seasonal weather demands on natural
gas that increases natural gas prices. Heating oil swaps and options are entered into with the intent of
managing the overall cost of diesel fuel usage by reducing the potential impact of seasonal weather demands
on diesel fuel that increases diesel fuel prices. Soybean meal options are entered into with the intent of
managing the impact of changing prices for poultry meal sales. Corn options and future contracts are entered
into with the intent of managing U.S. forecasted sales of BBP by reducing the impact of changing prices.
Page 87
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Foreign currency forward and option contracts are entered into to mitigate the foreign exchange rate risk for
transactions designated in a currency other than the local functional currency.
Entities are required to report all derivative instruments in the statement of financial position at fair value.
The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on
whether it has been designated and qualifies as part of a hedging relationship and, if so, on the reason for
holding the instrument. If certain conditions are met, entities may elect to designate a derivative instrument as
a hedge of exposures to changes in fair value, cash flows or foreign currencies. If the hedged exposure is a
cash flow exposure, the gain or loss on the derivative instrument is reported initially as a component of other
comprehensive income (outside of earnings) and is subsequently reclassified into earnings when the
forecasted transaction affects earnings. Any amounts excluded from the assessment of hedge effectiveness is
reported in earnings immediately. If the derivative instrument is not designated as a hedge, the gain or loss is
recognized in earnings in the period of change. Hedge accounting treatment ceases if or when the hedge
transaction is no longer probable of occurring or the hedge relationship correlation no longer qualifies for
hedge accounting.
(18) Revenue Recognition
The Company recognizes revenue on sales when control of the promised finished product is transferred to the
Company's customers in an amount that reflects the consideration the Company expects to be entitled to in
exchange for the finished product. Service revenues are recognized when the service occurs. Certain
customers may be required to prepay prior to shipment in order to maintain payment protection against
certain foreign and domestic sales. These amounts are recorded as unearned revenue and recognized when
control of the promised finished product is transferred to the Company's customer. See Note 22 to the
consolidated financial statements.
(19) Related Party Transactions
The Company announced in January 2011 that a wholly-owned subsidiary of Darling entered into a limited
liability company agreement with a wholly-owned subsidiary of Valero Energy Corporation (“Valero”) to
form Diamond Green Diesel Holdings LLC (the “DGD Joint Venture”). The Company has related party sale
transactions and loan transactions with the DGD Joint Venture. See Note 23 for further information on the
Company's related party transactions.
(20) Foreign Currency Translation and Remeasurement
Foreign currency translation is included as a component of accumulated other comprehensive loss and reflects
the adjustments resulting from translating the foreign currency denominated financial statements of foreign
subsidiaries into U.S. dollars. The functional currency of the Company's foreign subsidiaries is the currency
of the primary economic environment in which the entity operates, which is generally the local currency of
the country. Accordingly, assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at
fiscal year end exchange rates, including intercompany foreign currency transactions that are of long-term
investment nature. Income and expense items are translated at average exchange rates occurring during the
period. Changes in exchange rates that affect cash flows and the related receivables or payables are
recognized as transaction gains/(losses) in determining net income. The Company incurred net foreign
currency translation gains/(losses) of approximately $(84.8) million, $(78.7) million and $71.4 million in
fiscal 2022, 2021 and 2020, respectively.
(21) Reclassification
Certain immaterial prior year amounts have been reclassified to conform to current year presentation.
(22) Subsequent Events
The Company evaluates subsequent events from the end of the most recent fiscal year through the date the
consolidated financial statements are issued.
Page 88
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
NOTE 2.
INVESTMENT IN UNCONSOLIDATED SUBSIDIARIES
The DGD Joint Venture is owned 50% / 50% with Valero.
Selected financial information for the Company's DGD Joint Venture is as follows:
(in thousands)
Assets:
Total current assets
Property, plant and equipment, net
Other assets
Liabilities and members' equity:
Total current portion of long term debt
Total other current liabilities
Total long term debt
Total other long term liabilities
Total members' equity
Total assets
$
$
$
December 31,
2022
December 31,
2021
1,304,805 $
3,866,854
61,665
5,233,324 $
217,066 $
515,023
774,783
17,249
3,709,203
5,233,324 $
686,294
2,710,747
51,514
3,448,555
165,092
295,860
344,309
17,531
2,625,763
3,448,555
Total liabilities and member's equity
$
(in thousands)
Revenues:
Operating revenues
Expenses:
Year Ended December 31,
2021
2022
2020
$
5,501,166 $
2,342,332 $
1,267,477
Total costs and expenses less depreciation,
amortization and accretion expense
Depreciation, amortization and accretion expense
Operating income
Other income
Interest and debt expense, net
Net income
$
4,614,192
125,656
761,318
3,170
(19,796)
744,692 $
1,575,494
58,326
708,512
678
(5,936)
703,254 $
592,781
44,882
629,814
1,636
(1,260)
630,190
As of December 31, 2022, under the equity method of accounting, the Company has an investment in the DGD
Joint Venture of approximately $1.9 billion on the consolidated balance sheet. The Company has recorded
approximately $372.3 million, $351.6 million and $315.1 million in equity in net income of Diamond Green Diesel
for the years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively. In December 2019, the
blender tax credits were extended for calendar years 2020, 2021 and 2022. Biodiesel blenders registered with the
Internal Revenue Service are currently eligible for a tax incentive in the amount of $1.00 per gallon of renewable
diesel blended with petroleum diesel to produce a mixture containing at least 0.1% diesel fuel. In fiscal 2022, fiscal
2021 and fiscal 2020, the DGD Joint Venture recorded approximately $761.1 million, $371.2 million and $287.9
million, respectively in blenders tax credits. On August 16, 2022, the U.S. government enacted the Inflation
Reduction Act ( the “IR Act”). As part of the IR Act, the blender tax credits were extended as is until December
31, 2024. After 2024, the Clean Fuels Production Credit (the “CFPC”) becomes effective for 2025 through 2027.
Under the CFPC, on-road transportation fuel receives a base credit of $1.00 per gallon of renewable diesel
multiplied by the fuel's emission reduction percentage as long as it is produced at a qualifying facility and it meets
prevailing wage requirements and apprenticeship requirements. In contrast to the blenders tax credits, the CFPC
requires that production must take place in the United States. The Company received approximately $90.5 million,
zero and $205.2 million for each of the years ended December 31, 2022, January 1, 2022 and January 2, 2021, in
dividend distributions from the DGD Joint Venture. In addition, during fiscal year 2022 and 2021, the Company
made capital contributions to the DGD Joint Venture of approximately $264.8 million and $189.0 million,
to December 31, 2022, each joint venture partner made a capital contribution of
respectively. Subsequent
approximately $75.0 million.
In addition to the DGD Joint Venture, the Company has investments in other unconsolidated subsidiaries that are
insignificant to the Company.
Page 89
NOTE 3. ACQUISITIONS AND DISPOSITIONS
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
On August 1, 2022, the Company acquired all of the shares of the FASA Group, the largest independent rendering
company in Brazil, pursuant to a stock purchase agreement dated May 5, 2022 (the “FASA Acquisition”). The
FASA Group, with its 14 rendering plants and an additional two plants under construction, will supplement the
Company's global supply of waste fats, enhancing it as a leader in the supply of low-carbon waste fats and oils.
The Company initially paid approximately R$2.9 billion Brazilian Real in cash (approximately $562.6 million USD
at the exchange rate in effect on the closing date of the acquisition) for all the shares of the FASA Group, subject to
certain post closing adjustments and a contingent payment based on future earnings growth in accordance with the
terms set forth in the stock purchase agreement. Under the stock purchase agreement, such contingent payment
could range from R$0 to a maximum of R$1.0 billion if future earnings growth reaches certain levels over a three
year period. The Company has completed an analysis for this contingency and has recorded a liability of
approximately R$867.5 million (approximately $168.1 million USD at the exchange rate in effect on the closing
date of the acquisition) representing the present value of the maximum contingency under the income approach.
The Company will analyze the contingency each quarter and any change will be booked through operating income
including the accretion of the change in the long-term liability. At December 31, 2022, the current forecast is
showing no change to the initial contingency that was recorded. The Company initially financed the FASA
Acquisition by borrowing approximately $515.0 million of revolver borrowings under the Company's Amended
Credit Agreement, with the remainder coming from cash on hand. During the fourth quarter of fiscal 2022, the
Company made immaterial working capital adjustments and made a cash payment for a working capital purchase
price adjustment per the stock purchase agreement of approximately $7.1 million with an offset to goodwill.
The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities
assumed in the FASA Acquisition as of August 1, 2022 at the exchange rate of R$5.16:USD$1.00 (in thousands):
$
Accounts receivable
Inventories
Other current assets
Property, plant and equipment
Identifiable intangible assets
Goodwill
Operating lease right-of-use assets
Other assets
Deferred tax asset
Accounts payable
Current portion of long-term debt
Accrued expenses
Long-term debt, net of current portion
Long-term operating lease liabilities
Deferred tax liability
Other noncurrent liabilities
Non-controlling interests
Purchase price, net of cash acquired $
Less hold-back
Less contingent consideration
Cash paid for acquisition, net of cash acquired $
76,640
43,058
33,327
142,931
161,182
408,589
583
55,191
8,144
(15,920)
(18,680)
(38,708)
(41,926)
(583)
(79,691)
(503)
(18,058)
715,576
21,705
168,128
525,743
The $408.6 million of goodwill from the FASA Acquisition, which is expected to strengthen the Company's base
business and expand its ability to provide additional low carbon intensity feedstocks to fuel the growing demand
for renewable diesel, was assigned to the Feed Ingredients segment and is nondeductible for tax purposes. The
identifiable intangible assets include $150.2 million in collection routes with a life of 12 years and $11.0 million in
trade name with a life of 5 years for a total weighted average life of approximately 11.5 years. The Company is
still assessing the provisional amounts recorded for assets acquired and liabilities assumed including possible future
adjustments related to amounts recorded for income taxes. Due to the complexity of acquiring multiple entities in
Brazil, the Company is continuing its procedures to identify information pertaining to income tax matters during
the measurement period. If new information is obtained about facts and circumstances that existed at the closing
date, the Company will adjust its measurement of provisional income tax amounts, thus the final determination of
the values presented in the above table of assets acquired and liabilities assumed may result in retrospective
Page 90
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
adjustments to the values presented with a corresponding adjustment to goodwill. The Company does not expect
the impact of any adjustments to these amounts during the measurement period to be material.
The amount of net sales and net loss from the FASA Acquisition included in the Company's consolidated statement
of operations for the twelve months ended December 31, 2022 were $146.7 million and $(3.6) million,
respectively. In addition, the Company incurred acquisition costs related to the FASA Acquisition for the twelve
months ended December 31, 2022 of approximately $3.2 million.
On May 2, 2022, the Company acquired all of the shares of Valley Proteins, pursuant to a stock purchase
agreement dated December 28, 2021 (the “Valley Acquisition”). The Valley Acquisition includes a network of 18
major rendering plants and used cooking oil facilities throughout the southern, southeast and mid-Atlantic regions
of the U.S. The Company initially paid approximately $1.177 billion in cash for the Valley Acquisition, which is
subject to various post-closing adjustments in accordance with the stock purchase agreement. During the third and
fourth quarters of fiscal 2022, the Company made immaterial working capital adjustments and made a cash
payment for a working capital purchase price adjustment per the stock purchase agreement of approximately $6.0
million with an offset to goodwill. The Company initially financed the Valley Acquisition by borrowing all of the
Company's delayed draw term A-1 facility of $400.0 million and delayed draw term A-2 facility of $500.0 million,
with the remainder coming through revolver borrowings under the Company's Amended Credit Agreement.
The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities
assumed in the Valley Acquisition as of May 2, 2022 (in thousands):
$
Accounts receivable
Inventories
Other current assets
Property, plant and equipment
Identifiable intangible assets
Goodwill
Operating lease right-of-use assets
Other assets
Deferred tax asset
Accounts payable
Current portion of long-term debt
Current operating lease liabilities
Accrued expenses
Long-term debt, net of current portion
Long-term operating lease liabilities
Other noncurrent liabilities
Purchase price, net of cash acquired $
68,558
58,246
13,825
409,405
389,200
358,298
16,380
14,164
1,075
(47,615)
(2,043)
(4,779)
(66,034)
(5,995)
(11,601)
(19,436)
1,171,648
The $358.3 million of goodwill from the Valley Acquisition, which is expected to strengthen the Company's base
business and expand its ability to provide additional low carbon intensity feedstocks to fuel the growing demand
for renewable diesel, was assigned to the Feed Ingredients segment. For U.S. income tax purposes, the Valley
Acquisition is treated as a purchase of substantially all the assets of Valley Proteins; therefore, almost all of the
goodwill is expected to be deductible for tax purposes. The identifiable intangible assets include $292.1 million in
collection routes with a life of 15 years and $97.1 million in permits with a life of 15 years for a total weighted
average life of approximately 15 years. The Company is still assessing the provisional amounts recorded for assets
acquired and liabilities assumed including possible purchase price adjustment in accordance with the stock
purchase agreement, thus the final determination of the values presented in the above table of assets acquired and
liabilities assumed may result in retrospective adjustments to the values presented in the above table with a
corresponding adjustment to goodwill. The Company does not expect the impact of any adjustments to these
amounts during the measurement period to be material.
The amount of net sales and net loss from the Valley Acquisition included in the Company's consolidated statement
of operations for the twelve months ended December 31, 2022 were $624.9 million and $(38.3) million,
respectively. In addition, the Company incurred acquisition costs related to the Valley Acquisition for the twelve
months ended December 31, 2022 of approximately $5.6 million.
As a result of the Valley Acquisition and the FASA Acquisition, effective May 2, 2022 and August 1, 2022,
respectively, the Company began including the operations of the Valley Acquisition and the FASA Acquisition in
Page 91
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
the Company's consolidated financial statements. The following table presents selected pro forma information, for
comparative purposes, assuming the Valley Acquisition and FASA Acquisition had occurred on January 3, 2021
for the periods presented (unaudited) (in thousands):
Net sales
Net income
Twelve Months Ended
December 31,
2022
7,059,871
724,064
$
January 1,
2022
5,826,297
625,834
$
The Company notes that pro forma results of operations for the acquisitions discussed below have not been
presented because the effect of each acquisition individually or in the aggregate is not deemed material to revenues,
total assets and net income of the Company for any period presented.
On February 25, 2022, a wholly-owned international subsidiary of the Company acquired all of the shares of Group
Op de Beeck, a Belgium digester, organic and industrial waste processing company, that is now included in our
Fuel Ingredients segment, for an initially estimated purchase price of approximately $91.7 million, plus or minus
various closing adjustments in accordance with the stock purchase agreement. Initially, the Company paid
approximately $71.3 million in cash consideration. In the second quarter of fiscal 2022, the Company paid an
additional $4.2 million for purchase price adjustments related to working capital and estimated future construction
costs for a total purchase price of approximately $75.5 million. The Company recorded assets and liabilities
consisting of property, plant and equipment of approximately $28.1 million, intangible assets of approximately
$27.2 million, goodwill of approximately $29.6 million and other net liabilities of approximately $(9.4) million
including working capital and net debt. The identifiable intangibles have a weighted average life of 15 years.
On October 18, 2022, the Company announced that we entered into a stock purchase agreement to acquire all the
shares of Gelnex, a leading global producer of collagen products (including gelatin and collagen peptides), for
approximately $1.2 billion in cash, plus or minus various closing adjustments in accordance with the stock
purchase agreement. The transaction is subject to customary approvals, including the receipt of regulatory
approval and is anticipated to close in the first half of 2023.
On November 2, 2022, the Company announced that we entered into a definitive agreement to purchase Polish
rendering company, Miropasz Group for approximately €110.0 million, subject to post-closing adjustments. The
transaction is subject to customary approvals, including the receipt of regulatory approval and is anticipated to
close in the third quarter of 2023.
The Company incurred acquisition costs of approximately $16.4 million for the twelve months ended December
31, 2022, respectively related to the above disclosed acquisitions, including the Valley Acquisition, the FASA
Acquisition, Group Op de Beeck, the previously announced Gelnex and Miropasz acquisitions as well as other
immaterial acquisitions.
In December 2020, the Company acquired substantially all the assets of Marengo Fabricated Steel Ltd (the
“Marengo Acquisition”) a grease collection equipment manufacturer. The Company purchased the Marengo
Acquisition for $10.8 million consisting of cash paid of approximately $10.5 million and a hold back amount of
approximately $0.3 million, which was paid in fiscal 2021. The Company recorded assets and liabilities consisting
of property, plant and equipment of approximately $3.6 million, goodwill of approximately $5.7 million and other
net assets of approximately $1.5 million.
In October 2020, a wholly-owned international subsidiary acquired all the shares of a Belgium privately owned
group of companies (the “Belgium Group Acquisition”). The Company purchased the Belgium Group Acquisition
for approximately $24.6 million after purchase price adjustments consisting of cash paid of approximately $19.3
million and a hold back amount of approximately $5.3 million, which approximately $1.7 million was paid in fiscal
2021. The Company recorded assets and liabilities consisting of property, plant and equipment of approximately
$14.8 million, intangible assets of approximately $6.4 million, goodwill of approximately $9.1 million and net
working capital liabilities of approximately $5.7 million. The identifiable intangibles have a weighted average life
of 12 years.
Additionally, the Company made other immaterial acquisitions and dispositions in fiscal 2022 and 2020.
Page 92
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
NOTE 4.
INVENTORIES
A summary of inventories follows (in thousands):
Finished product
Work in process
Raw material
Supplies and other
December 31,
2022
January 1,
2022
$
$
384,289
100,790
69,164
119,378
673,621
$
$
272,995
81,158
48,186
55,126
457,465
The Company's work in process inventory represents inventory in the Food Ingredients segment that is in various
stages of processing.
NOTE 5.
PROPERTY, PLANT AND EQUIPMENT
A summary of property, plant and equipment follows (in thousands):
Land
Buildings and improvements
Machinery and equipment
Vehicles
Aircraft
Construction in process
Accumulated depreciation
December 31,
2022
January 1,
2022
$
$
201,572
873,080
2,683,991
433,183
15,004
310,180
4,517,010
(2,054,928)
2,462,082
$
$
161,244
701,594
2,299,417
328,768
9,708
194,769
3,695,500
(1,855,420)
1,840,080
Depreciation expense for the three years ended December 31, 2022, January 1, 2022 and January 2, 2021, was
approximately $306.0 million, $249.0 million and $276.2 million, respectively.
NOTE 6.
INTANGIBLE ASSETS
The gross carrying amount of intangible assets not subject to amortization and intangible assets subject to
amortization is as follows (in thousands):
Page 93
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Indefinite Lived Intangible Assets
Trade names
Finite Lived Intangible Assets:
Collection routes
Permits
Non-compete agreements
Trade names
Royalty, product development, patents, consulting, land
use rights and leasehold
Accumulated Amortization:
Collection routes
Permits
Non-compete agreements
Trade names
Royalty, product development, patents, consulting, land
use rights and leasehold
Total Intangible assets, less accumulated amortization
$
December 31,
2022
January 1,
2022
$
51,639
51,639
$
53,133
53,133
781,286
557,083
695
76,549
20,971
1,436,584
(196,108)
(368,005)
(563)
(53,486)
(4,939)
(623,101)
865,122
$
337,399
475,520
645
65,675
25,899
905,138
(169,984)
(336,020)
(441)
(46,028)
(7,997)
(560,470)
397,801
Gross intangible collection routes, permits, trade names, non-compete agreements and other intangibles changed
due to acquisitions and additions of approximately $588.1 million and the remaining change is due to foreign
exchange impact, impairments and retirements. Amortization expense for the three years ended December 31,
2022, January 1, 2022 and January 2, 2021, was approximately $88.7 million, $67.4 million and $74.0 million,
respectively. Amortization expense for the next five fiscal years is estimated to be $103.5 million, $84.1 million,
$76.4 million, $66.6 million and $63.9 million.
NOTE 7. GOODWILL
Changes in the carrying amount of goodwill (in thousands):
Balance at January 2, 2021
Goodwill
Accumulated impairment losses
Goodwill acquired during year
Foreign currency translation
Balance at January 1, 2022
Goodwill
Accumulated impairment losses
Goodwill acquired during year
Goodwill impairment during year
Foreign currency translation
Balance at December 31, 2022
Goodwill
Accumulated impairment losses
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients
Total
$
830,321 $
(15,914)
814,407
40
(15,498)
351,296 $
(461)
350,835
—
(18,430)
126,578 $
(31,580)
94,998
161
(7,397)
814,863
(15,914)
798,949
767,382
—
(25,390)
332,866
(461)
332,405
399
(2,709)
(12,458)
119,342
(31,580)
87,762
30,355
—
(6,318)
1,308,195
(47,955)
1,260,240
201
(41,325)
1,267,071
(47,955)
1,219,116
798,136
(2,709)
(44,166)
1,556,855
(15,914)
1,540,941 $
$
320,807
(3,170)
317,637 $
143,379
(31,580)
111,799 $
2,021,041
(50,664)
1,970,377
The process of evaluating goodwill for impairment involves the determination of the fair value of the Company's
reporting units.
In fiscal 2022 and fiscal 2021, the Company concluded it is more likely than not that the fair
values of the reporting units containing goodwill exceeded the related carrying value pursuant to a qualitative
Page 94
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
assessment completed as of October 29, 2022 and October 30, 2021, respectively. Prior to finalizing the
impairment testing, in December 2022, the Company's management reviewed our global network of collagen plants
for optimization opportunities and decided to close our Peabody, Massachusetts, plant in 2023. As a result of the
restructuring, the Company recorded goodwill impairment charges in fiscal 2022 of approximately $2.7 million
based on the relative fair value of the Peabody plant. In fiscal 2020, the Company performed its annual goodwill
and indefinite-lived intangible assets impairment assessments at October 24, 2020 pursuant to a quantitative
assessment and prior to finalizing the impairment testing a triggering event occurred, which due to unfavorable
economics in the biodiesel industry, the Company made the decision to shut down processing operations at its
biodiesel facilities located in the United States and Canada, and there are no current plans to resume biodiesel
production at these facilities in the future. As a result, the Company recorded goodwill impairment charges in fiscal
2020 of approximately $31.6 million, which represented all of our reporting units' goodwill. See Note 18 to the
consolidated financial statements for further discussion on asset impairment. Based on the Company's annual
impairment testing at October 24, 2020, the remaining reporting units fair value exceeded their carrying value.
NOTE 8. ACCRUED EXPENSES
Accrued expenses consist of the following (in thousands):
Compensation and benefits
Accrued operating expenses
Other accrued expense
NOTE 9.
LEASES
December 31,
2022
January 1,
2022
$
$
145,048
97,128
189,847
432,023
$
$
123,180
81,200
146,301
350,681
The Company leases certain real and personal property under non-cancelable operating leases.
In addition, the
Company leases a large portion of the Company's fleet of tractors, all of its rail cars, some IT equipment and other
transportation equipment. The Company's office leases include certain lease and non-lease components, where the
Company has elected to exclude the non-lease components from the calculation of the lease liability and ROU
asset. The Company has finance leases, which are not significant to the Company and not separately disclosed in
detail. In addition, the Company's other variable lease payments are not significant.
The components of operating lease expense included in cost of sales and operating expenses and selling, general
and administrative expenses were as follows (in thousands):
Operating lease expense
Short-term lease costs
Total lease cost
December 31,
2022
$
$
49,377 $
31,133
80,510 $
Year Ended
January 1,
2022
January 2,
2021
48,049 $
25,141
73,190 $
45,362
25,868
71,230
Page 95
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Other information (in thousands, except lease terms and discount rates):
Cash paid for amounts included in the measurement lease liabilities:
Operating cash flows from operating leases
Operating right-of-use assets, net
Operating lease liabilities, current
Operating lease liabilities, non-current
Total operating lease liabilities
December 31,
2022
Year Ended
January 1,
2022
January 2,
2021
$
$
$
$
53,359
186,141
49,232
141,703
190,935
$
$
$
$
50,258
$
52,055
155,464
38,168
120,314
158,482
Weighted average remaining lease term - operating leases
Weighted average discount rate - operating leases
6.34 years
3.89 %
6.20 years
3.57 %
Future annual minimum lease payments and finance lease commitments as of December 31, 2022 were as follows
(in thousands):
Period Ending Fiscal
2023
2024
2025
2026
2027
Thereafter
Less amounts representing interest
Lease obligations included in current and long-term liabilities
Operating Leases
Finance Leases
$
54,171 $
45,047
35,184
23,123
15,846
31,629
205,000
(14,065)
190,935
3,839
3,276
3,215
1,788
1,318
1,806
15,242
(804)
14,438
As of December 31, 2022, the Company also has additional operating leases that have not yet commenced,
primarily for machinery and equipment and storage, with fixed payments over their noncancellable terms of
approximately $1.6 million. These operating leases will commence in 2023 with noncancellable terms of 7 years.
The Company's finance lease assets are included in property, plant and equipment and the finance lease obligations
are included in the Company's current and long-term debt obligations on the consolidated balance sheet.
NOTE 10. DEBT
Debt consists of the following (in thousands):
Page 96
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Amended Credit Agreement:
Revolving Credit Facility ($32.0 million denominated in € at December 31, 2022)
$
135,028
$
160,000
December 31,
2022
January 1,
2022
Term A-1 facility
Less unamortized deferred loan costs
Carrying value Term A-1 facility
Term A-2 facility
Less unamortized deferred loan costs
Carrying value Term A-2 facility
Term Loan B
Less unamortized deferred loan costs
Carrying value Term Loan B
6% Senior Notes due 2030 with effective interest of 6.12%
Less unamortized deferred loan costs net of bond premiums
Carrying value 6% Senior Notes due 2030
5.25% Senior Notes due 2027 with effective interest of 5.47%
Less unamortized deferred loan costs
Carrying value 5.25% Senior Notes due 2027
3.625% Senior Notes due 2026 - Denominated in euro with effective interest of 3.83%
Less unamortized deferred loan costs - Denominated in euro
Carrying value 3.625% Senior Notes due 2026
Other Notes and Obligations
Less Current Maturities
400,000
(722)
399,278
493,750
(1,034)
492,716
200,000
(1,302)
198,698
1,000,000
(7,228)
992,772
500,000
(4,127)
495,873
549,814
(3,728)
546,086
—
—
—
—
—
—
200,000
(1,928)
198,072
—
—
—
500,000
(4,959)
495,041
582,980
(5,031)
577,949
124,364
3,384,815
69,846
3,314,969
$
32,319
1,463,381
24,407
1,438,974
$
As of December 31, 2022, the Company had outstanding debt under the revolving credit facility denominated in
euros of €30.0 million and outstanding debt under the Company's 3.625% Senior Notes due 2026 denominated in
In addition, at
euros of €515.0 million. See below for discussion relating to the Company's debt agreements.
December 31, 2022, the Company had finance lease obligations denominated in euros of approximately €8.6
million.
As of December 31, 2022, the Company had other notes and obligations of approximately $124.4 million that
consist of various overdraft facilities of approximately $24.2 million, a China working capital line of credit of
approximately $9.8 million, Brazilian notes of approximately $51.0 million and other debt of approximately $39.4
million, including U.S. finance lease obligations of approximately $5.3 million.
Senior Secured Credit Facilities. On January 6, 2014, Darling, Darling International Canada Inc. (“Darling
Canada”) and Darling International NL Holdings B.V. (“Darling NL”) entered into a Second Amended and
Restated Credit Agreement (as subsequently amended, the “Amended Credit Agreement”), restating its then
existing Amended and Restated Credit Agreement dated September 27, 2013, with the lenders from time to time
party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents from time to time party
thereto.
Effective December 9, 2021, the Company, and certain of its subsidiaries entered into an amendment (the "Seventh
Amendment") with its lenders to the Amended Credit Agreement. Among other things, the Seventh Amendment
(a) increased the maximum aggregate principal amount of the revolving credit facility from $1.0 billion to $1.5
billion, under which loans will or will continue to be made, as applicable, in U.S. dollars or alternative currencies,
to the Company and certain of the Company’s subsidiaries as borrowers under the Amended Credit Agreement, (b)
extended the stated maturity date of the revolving credit facility from September 18, 2025 to December 9, 2026, (c)
obtained a delayed draw term loan commitment, and incurred new term loans pursuant thereto, in an aggregate
principal amount of up to $400.0 million and has a term of five years, (d) joined Darling Ingredients Germany
Page 97
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Holding GmbH (“Darling GmbH”) and Darling Ingredients Belgium Holding B.V. (“Darling Belgium”), each of
which are indirect subsidiaries of the Company, and Guarantors under the Amended Credit Agreement, as
“Borrowers” under the Amended Credit Agreement and (e) updated and modified certain other terms and
provisions of the Amended Credit Agreement, including to reflect alternative reference rates based on the secured
overnight financing rate for U.S. dollar loans, the sterling overnight index average for pound sterling loans and the
euro short term rate for euro swingline loans.
Effective March 2, 2022, the Company and certain of its subsidiaries entered into an amendment (the "Eighth
Amendment") with its lenders to the Amended Credit Agreement. Among other things, the Eighth Amendment (a)
added a new delayed draw incremental term facility (the “term A-2 facility”) and incurred new incremental Term
Loans pursuant thereto, in an aggregate principal amount of up to $500.0 million, and will mature on December 9,
2026 and (b) updated and modified certain other terms and provisions of the Amended Credit Agreement to reflect
the addition of the term A-2 facility to the Amended Credit Agreement.
Effective September 6, 2022, the Company and certain of its subsidiaries entered into an amendment (the “Ninth
Amendment”) with its lenders to the Amended Credit Agreement. Among other things, the Ninth Amendment (a)
added (i) a new delayed draw incremental term facility (the “term A-3 facility”) and new Incremental Term Loans
pursuant thereto, in an aggregate principal amount of up to $300.0 million, and (ii) a new delayed draw incremental
term facility (the “term A-4 facility”) and new Incremental Term Loans pursuant thereto, in an aggregate principal
amount of up to $500.0 million which, in each case, will be made available to the Company and have maturity
dates co-terminous with the Company’s previously existing delayed draw term A-1 facility and term A-2 facility,
and (b) updated and modified certain other terms and provisions of the Amended Credit Agreement to reflect the
addition of the term A-3 facility and term A-4 facility to the Amended Credit Agreement.
The Amended Credit Agreement provides for senior secured credit facilities in the aggregate principal amount of
$3.725 billion comprised of (i) the Company's $525.0 million term loan B facility, (ii) the Company's $400.0
million term A-1 facility, (iii) the Company's $500.0 million term A-2 facility, (iv) the Company's $300.0 million
term A-3 facility, (v) the Company's $500.0 million term A-4 facility and (vi) the Company's $1.5 billion five-year
revolving credit facility (up to $150.0 million of which will be available for a letter of credit sub-limit and $50.0
million of which will be available for a swingline sub-limit) (collectively, the “Senior Secured Credit Facilities”).
The Amended Credit Agreement also permits Darling and the other borrowers thereunder to incur ancillary
facilities provided by any revolving lender party to the Senior Secured Credit Facilities (with certain restrictions).
Up to $1.46 billion of the revolving loan facility is available to be borrowed by Darling, Darling Canada, Darling
NL, Darling Ingredients International Holding B.V. (“Darling BV”), Darling GmbH, and Darling Belgium in U.S.
dollars, Canadian dollars, euros, Sterling and other currencies to be agreed and available to each applicable lender.
The remaining $40.0 million must be borrowed in U.S. dollars only by Darling. The revolving loan facility will
mature on December 9, 2026. The revolving credit facility will be used for working capital needs, general
corporate purposes and other purposes not prohibited by the Amended Credit Agreement.
The interest rate applicable to any borrowings under the revolving loan facility will equal the adjusted term secured
overnight financing rate (SOFR) for U.S. dollar borrowings or the adjusted euro interbank rate (EURIBOR) for
euro borrowings or the adjusted daily simple Sterling overnight index average (SONIA) for British pound
borrowings or CDOR for Canadian dollar borrowings plus 1.25% per annum or base rate or the adjusted term
SOFR for U.S. dollar borrowings or Canadian prime rate for Canadian dollar borrowings or the adjusted daily
simple European short term rate (ESTR) for euro borrowings or the adjusted daily SONIA rate for British pound
borrowings plus 0.25% per annum subject to certain step-ups or step-downs based on the Company's total leverage
ratio. The interest rate applicable to any borrowing under the delayed draw term A-1 facility and term A-3 facility
will equal the adjusted term SOFR plus a minimum of 1.50% per annum subject to certain step-ups based on the
Company's total leverage ratio. The interest rate applicable to any borrowing under the delayed draw term A-2
facility and term A-4 facility will equal the adjusted term SOFR plus 1.25% per annum subject to certain step-ups
or step-downs based on the Company's total leverage ratio.The interest rate applicable to any borrowings under the
term loan B facility will equal the base rate plus 1.00% or LIBOR plus 2.00%.
As of December 31, 2022, the Company had (i) $83.0 million outstanding under the revolver at base rate plus a
margin of 0.25% per annum for a total of 7.75% per annum, (ii) $20.0 million outstanding under the revolver at
SOFR plus a margin of 1.25% per annum for a total of 5.6725% per annum, (iii) $400.0 million outstanding under
the term A-1 facility at SOFR plus a margin of 1.50% per annum for a total of 5.923% per annum, (iv) $493.8
million outstanding under the term A-2 facility at SOFR plus a margin of 1.25% per annum for a total of 5.673%
per annum, (v) $200.0 million outstanding under the term loan B facility at LIBOR plus a margin of 2.00% per
annum for a total of 6.30% per annum and (vi) €30.0 million outstanding under the revolving credit facility at
Page 98
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
EURIBOR plus a margin of 1.25% per annum for a total of 3.148% per annum. As of December 31, 2022, the
Company had revolving loan facility availability of $1.313 billion, availability on a delayed draw term A-3 facility
of $300.0 million and availability on a delayed draw term A-4 facility of $500.0 million under the Amended Credit
Agreement taking into account amounts borrowed, ancillary facilities of $48.1 million and letters of credit issued of
$3.9 million. The Company also has foreign bank guarantees of approximately $13.0 million and U.S. bank
guarantees of approximately $10.9 million that are not part of the Company's Amended Credit Agreement at
December 31, 2022. The Company capitalized approximately $3.8 million of deferred loan costs in the year ended
December 31, 2022 in connection with the Eighth and Ninth Amendments.
The Amended Credit Agreement contains various customary representations and warranties by the Company,
which include customary use of materiality, material adverse effect and knowledge qualifiers. The Amended Credit
Agreement also contains (a) certain affirmative covenants that impose certain reporting and/or performance
obligations on Darling and its restricted subsidiaries, (b) certain negative covenants that generally prohibit, subject
to various exceptions, Darling and its restricted subsidiaries from taking certain actions, including, without
limitation, incurring indebtedness, making investments, incurring liens, paying dividends and engaging in mergers
and consolidations, sale and leasebacks and asset dispositions, (c) financial covenants, which include a maximum
total leverage ratio and a minimum interest coverage ratio and (d) customary events of default (including a change
of control) for financings of this type. Obligations under the Senior Secured Credit Facilities may be declared due
and payable upon the occurrence and during the continuance of customary events of default.
6% Senior Notes due 2030. On June 9, 2022, Darling issued and sold $750.0 million aggregate principal amount of
6% Senior Notes due 2030 (the “6% Initial Notes”). The 6% Initial Notes, which were offered in a private
offering, were issued pursuant to a Senior Notes Indenture, dated as of June 9, 2022 (the “6% Base Indenture”),
among Darling, the subsidiary guarantors party thereto from time to time, and Truist Bank, as trustee. The gross
proceeds from the offering, together with cash on hand, were used to repay the Company's outstanding revolver
borrowings and for general corporate purposes, including to pay the discount of the initial purchasers and to pay the
other fees and expenses related to the offering. On August 17, 2022, Darling issued an additional $250.0 million in
aggregate principal amount of its 6% Senior Notes due 2030 (the “add-on notes” and, together with the 6% Initial
Notes, the “6% Notes”). The add-on notes and related guarantees, which were offered in a private offering, were
issued as additional notes under the 6% Base Indenture, as supplemented by a supplemental indenture, dated as of
August 17, 2022 (the “supplemental indenture” and, together with the 6% Base Indenture, the “6% Indenture”).
The add-on notes have the same terms as the 6% Initial Notes (other than issue date and issue price) and, together
with the 6% Initial Notes, constitute a single class of securities under the 6% Indenture. The add-on notes were
issued at a premium resulting in the Company receiving $255.0 million upon issuance. The premium of
approximately $5.0 million will be amortized over the term of the now $1.0 billion of 6% Notes.
The 6% Notes will mature on June 15, 2030. Darling will pay interest on the 6% Notes on June 15 and December
15 of each year, commencing on December 15, 2022. Interest on the 6% Notes accrues from June 9, 2022 at a rate
of 6% per annum and is payable in cash. The 6% Notes are guaranteed on a senior unsecured basis by Darling and
all of Darling's restricted subsidiaries (other than foreign subsidiaries) that are borrowers under or that guarantee
the Senior Secured Credit Facilities (collectively, the “6% Guarantors”). The 6% Notes and the guarantees thereof
are senior unsecured obligations of Darling and the 6% Guarantors and rank equally in right of payment to all of
Darling's and the 6% Guarantors' existing and future senior unsecured indebtedness. The 6% Indenture contains
covenants limiting Darling's ability and the ability of its restricted subsidiaries to grant liens to secure indebtedness
and merge with or into other companies or otherwise dispose of all or substantially all of Darling's assets. The
Company capitalized approximately $12.7 million of deferred loan costs as of December 31, 2022 in connection
with the 6% Notes.
Other than for extraordinary events such as change of control and defined assets sales, Darling is not required to
make mandatory redemption or sinking fund payments on the 6% Notes. The 6% Notes are redeemable, in whole
or in part, at any time on or after June 15, 2025 at the redemption prices specified in the 6% Indenture. Darling
may redeem the 6% Notes in whole, but not in part, at any time prior to June 15, 2025, at a redemption price equal
to 100% of the principal amount of the 6% Notes redeemed, plus accrued and unpaid interest to the redemption
date and an Applicable Premium as specified in the 6% Indenture and all additional amounts (if any) then due or
which will become due on the redemption date as a result of the redemption or otherwise (subject to the rights of
holders on the relevant record dates to receive interest due on the relevant interest payment date and additional
amounts (if any) in respect thereof).
Page 99
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
3.625% Senior Notes due 2026. On May 2, 2018, Darling Global Finance B.V. (the “3.625% Issuer”), a wholly-
owned subsidiary of Darling, issued and sold €515.0 million aggregate principal amount of 3.625% Senior Notes
due 2026 (the “3.625% Notes”). The 3.625% Notes, which were offered in a private offering, were issued pursuant
to a Senior Notes Indenture, dated as of May 2, 2018 (the “3.625% Indenture”), among Darling Global Finance
B.V., Darling, 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. The gross
proceeds of the offering, together with borrowings under the Company’s revolving credit facility, were used to
refinance all of the Company's previous 4.75% Notes by cash tender offer and redemption of those notes and to pay
any applicable premiums for the refinancing, to pay the commission of the initial purchasers of the 3.625% Notes
and to pay the other fees and expenses related to the offering.
The 3.625% Notes will mature on May 15, 2026. The 3.625% Issuer will pay interest on the 3.625% Notes on May
15 and November 15 of each year, commencing on November 15, 2018.
Interest on the 3.625% Notes accrues
from May 2, 2018 at a rate of 3.625% per annum and is payable in cash. The 3.625% Notes are guaranteed on a
senior unsecured basis by Darling and all of Darling's restricted subsidiaries (other than any foreign subsidiary or
any receivable entity) that guarantee the Senior Secured Credit Facilities (collectively, the “3.625% Guarantors”).
The 3.625% Notes and the guarantees thereof are senior unsecured obligations of the 3.625% Issuer and the
3.625% Guarantors and rank equally in right of payment to all of the 3.625% Issuer's and the 3.625% Guarantors'
existing and future senior unsecured indebtedness. The 3.625% Indenture contains covenants limiting Darling's
ability and the ability of its restricted subsidiaries (including the 3.625% Issuer) to, among other things: incur
additional indebtedness or issue preferred stock; pay dividends on or make other distributions or repurchases of
Darling's capital stock or make other restricted payments; create restrictions on the payment of dividends or certain
other amounts from Darling's restricted subsidiaries to Darling or Darling's other restricted subsidiaries; make loans
or investments; enter into certain transactions with affiliates; create liens; designate Darling's subsidiaries as
unrestricted subsidiaries; and sell certain assets or merge with or into other companies or otherwise dispose of
substantially all of Darling's assets.
Other than for extraordinary events such as change of control and defined assets sales, the 3.625% Issuer is not
required to make mandatory redemption or sinking fund payments on the 3.625% Notes. The 3.625% Notes are
redeemable, in whole or in part, at any time on or after May 15, 2021 at the redemption prices specified in the
3.625% Indenture.
5.25% Senior Notes due 2027. On April 3, 2019, Darling issued and sold $500.0 million aggregate principal
amount of 5.25% Senior Notes due 2027 (the “5.25% Notes”). The 5.25% Notes, which were offered in a private
offering, were issued pursuant to a Senior Notes Indenture, dated as of April 3, 2019 (the “5.25% Indenture”),
among Darling, the subsidiary guarantors party thereto from time to time, and Regions Bank, as trustee. The gross
proceeds from the sale of the Notes, together with cash on hand, were used to refinance all of the Company's
previous 5.375% Notes by cash tender offer for and redemption of those notes, to pay the discount of the initial
purchasers and to pay the other fees and expenses related to the offering.
The 5.25% Notes will mature on April 15, 2027. Darling will pay interest on the 5.25% Notes on April 15 and
October 15 of each year, commencing on October 15, 2019.
Interest on the 5.25% Notes accrues from April 3,
2019 at a rate of 5.25% per annum and is payable in cash. The 5.25% Notes are guaranteed on a senior unsecured
basis by Darling and all of Darling's restricted subsidiaries (other than foreign subsidiaries) that are borrowers
under or that guarantee the Senior Secured Credit Facilities (collectively, the “5.25% Guarantors”). The 5.25%
Notes and the guarantees thereof are senior unsecured obligations of Darling and the 5.25% Guarantors and rank
equally in right of payment to all of the Darling's and the 5.25% Guarantors' existing and future senior unsecured
indebtedness. The 5.25% Indenture contains covenants limiting Darling's ability and the ability of its restricted
subsidiaries to, grant liens to secure indebtedness and merge with or into other companies or otherwise dispose of
all or substantially all of Darling's assets.
Other than for extraordinary events such as change of control and defined assets sales, Darling is not required to
make mandatory redemption or sinking fund payments on the 5.25% Notes. The 5.25% Notes are redeemable, in
whole or in part, at any time on or after April 15, 2022 at the redemption prices specified in the 5.25% Indenture.
As of December 31, 2022, the Company believes it is in compliance with all financial covenants under the
Amended Credit Agreement, as well as all of the other covenants contained in the Amended Credit Agreement, the
6% Indenture, the 5.25% Indenture and the 3.625% Indenture.
Page 100
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Maturities of long-term debt at December 31, 2022 follow (in thousands):
2023
2024
2025
2026
2027
thereafter
Contractual
Debt Payment
$
$
70,108
242,613
52,021
1,527,179
503,038
1,007,997
3,402,956
NOTE 11. OTHER NONCURRENT LIABILITIES
Other noncurrent liabilities consist of the following (in thousands):
Accrued pension liability (Note 15)
Reserve for self-insurance, litigation, environmental and tax
matters (Note 20)
Long-term acquisition hold backs (Note 3)
Long-term contingent consideration (Note 3)
Other
December 31,
2022
January 1,
2022
$
22,538
$
36,268
76,685
26,113
169,903
3,694
298,933
$
67,435
3,705
—
3,621
111,029
$
NOTE 12.
INCOME TAXES
U.S. and foreign income before income taxes are as follows (in thousands):
United States
Foreign
Income before income taxes
December 31,
2022
551,521
342,197
893,718
$
$
January 1,
2022
545,861
275,535
821,396
$
$
January 2,
2021
265,950
87,669
353,619
$
$
Income tax expense attributable to income before income taxes consists of the following (in thousands):
Current:
Federal
State
Foreign
Total current
Deferred:
Federal
State
Foreign
Total deferred
December 31,
2022
January 1,
2022
January 2,
2021
$
$
(206) $
2,288
105,368
107,450
35,290
18,150
(14,264)
39,176
146,626
$
(31) $
8,442
60,730
69,141
66,883
19,495
8,587
94,965
164,106
$
(72)
1,595
36,453
37,976
20,827
840
(6,354)
15,313
53,289
Income tax expense for the years ended December 31, 2022, January 1, 2022 and January 2, 2021, differed from
the amount computed by applying the statutory U.S. federal income tax rate to income before income taxes as a
result of the following (in thousands):
Page 101
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Computed "expected" tax expense
Change in valuation allowance
Non-deductible compensation expenses
Deferred tax on unremitted foreign
earnings
Foreign rate differential
Change in uncertain tax positions
State income taxes, net of federal benefit
Biofuel tax incentives
Change in tax law
Equity compensation windfall
Other, net
$
December 31,
2022
187,681
(3,241)
5,320
$
January 1,
2022
172,493
(4,996)
4,324
$
4,939
17,628
8,167
10,738
(77,189)
(13)
(13,441)
6,037
146,626
$
3,415
14,748
6,809
18,205
(38,778)
1,869
(11,046)
(2,937)
164,106
$
$
January 2,
2021
74,260
(522)
4,723
(548)
7,077
(4,650)
2,702
(31,725)
3,699
(2,897)
1,170
53,289
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred
tax liabilities at December 31, 2022 and January 1, 2022 are presented below (in thousands):
Deferred tax assets:
Loss contingency reserves
Employee benefits
Pension liability
Interest expense carryforwards
Tax loss carryforwards
Tax credit carryforwards
Operating lease liabilities
Inventory
Accrued liabilities and other
Total gross deferred tax assets
Less valuation allowance
Net deferred tax assets
Deferred tax liabilities:
Intangible assets amortization, including taxable goodwill
Property, plant and equipment depreciation
Investment in DGD Joint Venture
Operating lease assets
Tax on unremitted foreign earnings
Other
Total gross deferred tax liabilities
Net deferred tax liability
Amounts reported on Consolidated Balance Sheets:
Non-current deferred tax asset
Non-current deferred tax liability
Net deferred tax liability
Page 102
December 31,
2022
January 1,
2022
$
$
$
$
$
11,775
14,480
3,505
28,769
275,675
2,432
53,765
15,002
18,408
423,811
(12,788)
411,023
11,169
13,059
8,208
46
123,194
4,267
41,949
8,533
16,271
226,696
(17,685)
209,011
(238,347)
(218,316)
(344,633)
(52,330)
(12,890)
(8,451)
(874,967)
(463,944) $
(172,575)
(140,158)
(188,154)
(40,965)
(10,379)
(3,511)
(555,742)
(346,731)
$
17,888
(481,832)
(463,944) $
16,211
(362,942)
(346,731)
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
At December 31, 2022, the Company had net operating loss carryforwards for federal income tax purposes of
approximately $1,054.0 million, $14.5 million of which expire in 2036 and $1,039.5 million of which can be
carried forward indefinitely. The Company had a capital loss carry forward for federal income tax purposes of
approximately $21.1 million, which expires in 2023 and can only be used in future years in which the Company
recognizes capital gains. The Company had interest expense carryforwards of approximately $100.5 million and
$63.2 million for federal and state income tax purposes, which may be carried forward indefinitely. The Company
had approximately $319.8 million of net operating loss carryforwards for state income tax purposes, $215.9 million
of which expire in 2023 through 2042 and $103.9 million of which can be carried forward indefinitely. The
Company had foreign net operating loss carryforwards of approximately $122.9 million, $20.4 million of which
expire in 2023 through 2038 and $102.5 million of which can be carried forward indefinitely. Also at
December 31, 2022, the Company had U.S. federal and state tax credit carryforwards of approximately $0.8
million, and tax credit carryforwards with respect to its foreign tax jurisdictions of approximately $1.6 million. As
of December 31, 2022, the Company had a valuation allowance of $4.8 million due to uncertainties in respect to its
ability to utilize its U.S. (federal and state) net operating loss, capital loss and tax credit carryforwards. The
Company also had a valuation allowance of $8.0 million due to uncertainties in its ability to utilize foreign net
operating loss carryforwards and other foreign deferred tax assets.
At December 31, 2022, the Company had unrecognized tax benefits of approximately $17.8 million. All of the
unrecognized tax benefits would favorably impact the Company's effective tax rate if recognized. The Company
believes it is reasonably possible that unrecognized tax benefits could change by $0.1 million in the next twelve
months. The possible change in unrecognized tax benefits relates to expiration of certain statutes of limitation. The
Company recognizes accrued interest and penalties, as appropriate, related to unrecognized tax benefits as a
component of income tax expense. As of December 31, 2022, interest and penalties related to unrecognized tax
benefits were $1.3 million.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):
December 31,
2022
January 1,
2022
Balance at beginning of Year
$
10,508
$
Change in tax positions related to current year
Change in tax positions related to prior years
Change in tax positions due to settlement with tax authorities
Expiration of the Statute of Limitations
Balance at end of year
7,904
(38)
—
(532)
5,039
5,940
(471)
—
—
$
17,842
$
10,508
In fiscal 2022, the Company's major taxing jurisdictions are U.S. (federal and state), Belgium, Brazil, Canada,
China, France, Germany and the Netherlands. The Company is subject to regular examination by various tax
authorities. Although the final outcome of these examinations is not yet determinable, the Company does not
anticipate that any of the examinations will have a significant impact on the Company's results of operations or
financial position. The statute of limitations for the Company's major jurisdictions is open for varying periods, but
is generally closed through the 2013 tax year.
The Company expects to have access to its offshore earnings with minimal to no additional U.S. tax impact.
the Company does not consider these earnings to be permanently reinvested offshore. As of
Therefore,
December 31, 2022, a deferred tax liability of approximately $12.9 million has been recorded for any incremental
taxes, including foreign withholding taxes, that are estimated to be incurred when those earnings are distributed to
the U.S. in future years.
On August 16, 2022 the U.S. government enacted the IR Act that includes a new 15% alternative minimum tax
based upon financial statement income (“book minimum tax”), a 1% excise tax on stock buybacks and tax
incentives for energy and climate initiatives, among other provisions. The provisions of the IR Act are generally
effective for periods after December 31, 2022 with no immediate impact to our income tax provision or net
deferred tax assets. We do not currently expect the new book minimum tax and/or excise tax on stock buybacks
will have a material impact on our financial results. The blender tax credits, which are refundable excise tax credits,
Page 103
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
have been extended 2 years through December 31, 2024. After 2024, the CFPC, a non-refundable income tax
credit, becomes effective from 2025 through 2027. We are currently assessing these tax incentives, which could
materially change our pre-tax or after-tax amounts and impact our tax rate in future years. We will continue to
evaluate the applicability and effect of the IR Act as more guidance is issued.
NOTE 13. STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION
On December 9, 2021, the Company’s Board of Directors approved the extension for an additional two years of its
previously announced share repurchase program and refreshed and increased the amount of the program up to an
aggregate of $500.0 million of the Company's Common Stock depending on market conditions. During fiscal
2022, fiscal 2021 and fiscal 2020, the Company repurchased approximately $125.5 million, $167.7 million and
$55.0 million, including commissions, of its common stock in the open market, respectively. As of December 31,
2022, the Company has approximately $374.5 million remaining under the share repurchase program initially
approved in August 2017 and subsequently extended to August 13, 2024.
On May 9, 2017, the shareholders approved the Company's 2017 Omnibus Incentive Plan (the “2017 Omnibus
Plan”). The 2017 Omnibus Plan replaced the Company's 2012 Omnibus Incentive Plan (the “2012 Omnibus Plan”)
for future grants. Under the 2017 Omnibus Plan, the Company can grant stock options, stock appreciation rights,
non-vested and restricted stock (including performance stock), restricted stock units (including performance units),
other stock-based awards, non-employee director awards, dividend equivalents and cash-based awards. There are
up to 20,166,500 common shares available under the 2017 Omnibus Plan which may be granted to participants in
any plan year (as such term is defined in the 2017 Omnibus Plan). Some of those shares are subject to outstanding
awards as detailed in the tables below. To the extent these outstanding awards are forfeited or expire without
exercise, the shares will be returned to and available for future grants under the 2017 Omnibus Plan. The 2017
Omnibus Plan’s purpose is to attract, retain and motivate employees, directors and third party service providers of
the Company and to encourage them to have a financial interest in the Company. The 2017 Omnibus Plan is
administered by the Compensation Committee (the “Committee”) of the Board of Directors. The Committee has
the authority to select plan participants, grant awards, and determine the terms and conditions of such awards as
provided in the 2017 Omnibus Plan. For each of fiscal 2022, 2021 and 2020, the Committee adopted an executive
compensation program that includes a long-term incentive component (the “LTIP”) for the Company's key
employees, as a subplan under the terms of the 2017 Omnibus Plan. For each of the fiscal 2022 and fiscal 2021
LTIPs, participants received (i) performance share units (“PSUs”) tied to a three-year, forward looking
performance metric and (ii) restricted stock units (“RSUs”) that vest 33.33% on the first, second and third
anniversaries of grant. For the fiscal 2020 LTIP, participants received (i) PSUs tied to a three-year, forward
looking performance metric and (ii) stock options that vest 33.33% on the first, second and third anniversaries of
grant. The principal purpose of the LTIP is to encourage the participants to enhance the value of the Company and,
hence, the price of the Company’s stock and the stockholders' return. In addition, the LTIP is designed to create
retention incentives for the individual and to provide an opportunity for increased equity ownership by participants.
See “Stock Option Awards”, “Fiscal 2022 LTIP PSU and RSU Awards”, “Fiscal 2021 LTIP PSU and RSU
Awards” and “Fiscal 2020 LTIP PSU Awards” below for more information regarding the stock option, PSU and
RSU awards under the 2022 LTIP, 2021 LTIP and 2020 LTIP. At December 31, 2022, the number of common
shares available for issuance under the 2017 Omnibus Plan was 9,193,135.
At December 31, 2022, $10.2 million of total future equity-based compensation expense (determined using the
Black-Scholes option pricing model and Monte Carlo model for non-vested stock grants with performance based
incentives) related to outstanding non-vested options and stock awards is expected to be recognized over a
weighted average period of 1.3 years.
The following is a summary of stock-based compensation awards granted during the years ended December 31,
2022, January 1, 2022 and January 2, 2021.
Stock Option Awards. Stock options to purchase shares of Darling common stock were granted by the Committee
to certain of the Company's employees as part of the Company's LTIP in effect for fiscal 2020. For the options
granted under the fiscal 2020 LTIP, the exercise price was equal to the closing price of Darling common stock on
the date of grant, which was January 6, 2020, and such options vest 33.33% on the first, second and third
anniversaries of the grant date. The Company granted 550,941 stock options under the 2020 LTIP.
During 2020, only nonqualified stock options were issued and none of the options were incentive stock options.
The Company’s stock options granted under the LTIPs generally terminate 10 years after the date of grant.
Page 104
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
A summary of all stock option activity as of December 31, 2022 and changes during the year ended is as follows:
Options outstanding at December 28, 2019
Granted
Exercised
Forfeited
Expired
Options outstanding at January 2, 2021
Granted
Exercised
Forfeited
Expired
Options outstanding at January 1, 2022
Granted
Exercised
Forfeited
Expired
Options outstanding at December 31, 2022
Options exercisable at December 31, 2022
Number of
shares
3,978,485
550,941
(837,911)
—
—
3,691,515
—
(521,177)
(22,524)
—
3,147,814
—
(386,460)
(4,767)
—
2,756,587
2,597,354
$
$
$
Weighted-avg.
exercise price
per share
14.59
28.89
12.01
—
—
17.31
—
16.44
20.12
—
17.43
—
18.84
20.32
—
17.23
16.51
Weighted-avg.
remaining
contractual life
6.5 years
6.2 years
5.2 years
4.3 years
4.1 years
The fair value of each stock option grant under the LTIPs was estimated on the date of grant using the Black
Scholes option-pricing model with the following weighted average assumptions and results for fiscal 2020.
Weighted Average
Expected dividend yield
Risk-free interest rate
Expected term
Expected volatility
Fair value of options granted
2020
0.0%
1.65%
5.94 years
27.4%
$8.64
The expected life of options granted in fiscal 2020 were computed using the Company's historical data based on
exercised and cancelled options. The expected lives for options granted during fiscal 2020 were computed using the
simplified method since the option plans historical exercise data did not provided a reasonable basis for estimating
the expected term for the option grants.
For the year ended December 31, 2022, the amount of cash received from the exercise of options was less than
approximately $0.1 million and the related tax benefit was $3.7 million. For the years ended January 1, 2022 and
January 2, 2021, the amount of cash received from the exercise of options was approximately $0.1 million and the
related tax benefit was approximately $4.5 million and $2.4 million, respectively. The total intrinsic value of
options exercised for the years ended December 31, 2022, January 1, 2022 and January 2, 2021 was approximately
$21.7 million, $29.5 million and $19.5 million, respectively. The fair value of shares vested for the years ended
December 31, 2022, January 1, 2022 and January 2, 2021 was approximately $24.8 million, $19.9 million and
$17.4 million, respectively. At December 31, 2022, the aggregate intrinsic value of options outstanding was
approximately $125.0 million and the aggregate intrinsic value of options exercisable was approximately $119.7
million.
Non-Vested Stock and Restricted Stock Unit Awards. Prior to fiscal 2016, the Company granted non-vested stock
and RSUs to participants in the LTIP. Starting in fiscal 2016, the Committee made changes to the LTIP and instead
of non-vested stock and RSUs, the Company began to grant PSUs and stock options as part of the LTIP. In fiscal
2021, the Committee replaced the stock option component of the LTIP with RSUs and granted 90,689 RSU's on
Page 105
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
January 4, 2021 under the Company's 2021 LTIP. In fiscal 2022, the Committee granted 82,791 RSU's on January
3, 2022 under the Company's 2022 LTIP. In addition, the Company grants individual non-vested stock and RSU
awards to key employees from time to time at the discretion of the Committee, which included 41,625 awards in
fiscal 2022. In such cases, non-vested stock is generally granted to U.S. based employees, while RSUs are
generally granted to foreign based employees, with each RSU equivalent to one share of common stock and
payable upon vesting in an equivalent number of shares of Darling common stock. For grants made under the 2017
Omnibus Plan, all non-vested stock and RSU awards generally vest ratably on the first three anniversary dates of
the grant. Generally, upon voluntary termination of employment or termination for cause, non-vested stock and
RSU awards that have not vested are forfeited; whereas, upon, death, disability, qualifying retirement or
termination without cause, a pro-rata portion of the unvested non-vested stock and RSU awards will vest and be
payable.
A summary of the Company’s non-vested stock and RSU awards as of December 31, 2022, and changes during the
year ended is as follows:
Stock awards outstanding December 28, 2019
Shares granted
Shares vested
Shares forfeited
Stock awards outstanding January 2, 2021
Shares granted
Shares vested
Shares forfeited
Stock awards outstanding January 1, 2022
Shares granted
Shares vested
Shares forfeited
Stock awards outstanding December 31, 2022
Non-Vested,
and RSU
Shares
Weighted Average
Grant Date
Fair Value
750
11,000
(375)
—
11,375
90,689
(11,545)
(2,585)
87,934
124,416
(35,337)
(6,764)
170,249
$
$
15.50
35.66
15.50
—
35.00
56.93
35.32
56.93
56.93
70.67
58.23
66.67
66.31
Fiscal 2022 LTIP PSU Awards. On January 3, 2022, the Committee granted 115,615 PSUs under the Company's
2022 LTIP. The PSUs are tied to a three-year forward-looking performance period and will be earned based on the
Company's average return on gross investment (ROGI), as calculated in accordance with the terms of the award
agreement, relative to the average ROGI of the Company's performance peer group companies, with the earned
award to be determined in the first quarter of fiscal 2025, after the final results for the relevant performance period
are determined.
Fiscal 2021 LTIP PSU Awards. On January 4, 2021, the Committee granted 126,711 PSUs under the Company's
2021 LTIP. The PSUs are tied to a three-year forward-looking performance period and will be earned based on the
Company's average return on gross investment (ROGI), as calculated in accordance with the terms of the award
agreement, relative to the average ROGI of the Company's performance peer group companies, with the earned
award to be determined in the first quarter of fiscal 2024, after the final results for the relevant performance period
are determined.
Fiscal 2020 LTIP PSU Awards. On January 6, 2020, the Committee granted 224,481 PSUs under the Company's
2020 LTIP. The PSUs are tied to a three-year forward-looking performance period and will be earned based on the
Company's average return on capital employed (ROCE), as calculated in accordance with the terms of the award
agreement, relative to the average ROCE of the Company's performance peer group companies over the same
performance period, with the earned award to be determined in the first quarter of fiscal 2023, after the final results
for the relevant performance period are determined.
Under the 2022 LTIP, 2021 LTIP and 2020 LTIP, PSUs were granted at target level; however, actual awards may
In
vary between 0% and 225% of the target number of PSUs, depending on the performance level achieved.
Page 106
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
addition, the number of PSUs earned may be reduced (up to 30%) or increased (capped at the maximum payout)
based on the Company's total shareholder return (TSR) over the performance period.
The fair value of each PSU award under the Company's 2022 LTIP, 2021 LTIP and 2020 LTIP was estimated on
the date of grant using a Monte Carlo model with the following weighted average assumptions for fiscal 2022,
fiscal 2021 and fiscal 2020.
Weighted Average
Expected dividend yield
Risk-free interest rate
Expected term
Expected volatility
2022
0.0%
1.04%
3.00 years
44.1%
2021
0.0%
0.16%
3.00 years
39.9%
2020
0.0%
1.55%
2.99 years
25.8%
A summary of the Company’s 2022, 2021 and 2020 LTIP PSU awards as of December 31, 2022, and changes
during the year ended is as follows:
LTIP PSU awards outstanding December 28, 2019
Granted
Additional PSU awards vested from performance
Stock issued for PSUs
Forfeited
LTIP PSU awards outstanding January 2, 2021
Granted
Additional PSU awards vested from performance
Stock issued for PSUs
Forfeited
LTIP PSU awards outstanding January 1, 2022
Granted
Additional PSU awards vested from performance
Stock issued for PSUs
Forfeited
LTIP PSU awards outstanding December 31, 2022
LTIP PSU
Shares
1,893,473
224,481
434,666
(349,210)
(332)
2,203,078
126,711
367,109
(1,276,120)
(21,600)
1,399,178
115,615
367,746
(1,429,198)
(14,035)
439,306
Weighted Average
Grant Date
Fair Value
$
$
$
$
12.54
31.80
11.14
8.91
26.88
14.80
61.12
20.60
14.17
32.45
20.82
75.13
21.50
15.87
57.54
50.58
Nonemployee Director Restricted Stock, Restricted Stock Unit and Deferred Stock Unit Awards. The Company
has historically paid a portion of the annual compensation package provided to its non-employee directors in
equity, which since fiscal 2014 has been in the form of restricted stock units. During fiscal 2022 and fiscal 2021,
each non-employee director received $135,000 of restricted stock units, with directors appointed after the annual
meeting receiving a prorated portion of such amount. The number of restricted stock units issued is calculated using
the closing price of the Company’s stock on the date of grant. The award vests (and is no longer subject to
forfeiture) on the first to occur of (i) the first anniversary of the grant date, (ii) the grantee’s separation from service
as a result of death or disability, or (iii) a change of control. The award will become “payable” in shares of the
Company’s stock in a single lump sum payment as soon as possible following a grantee’s separation from service,
subject to a grantee’s right to elect earlier distributions under certain circumstances.
If a grantee ceases to be a
director for any reason other than death or disability prior to vesting, the grantee will receive a prorated amount of
the award up to the date of separation. Beginning in fiscal 2022, non-employee directors may also elect to receive
all or a portion of their cash fees in the form of deferred stock units (“DSUs”), which are payable in shares of the
Company's common stock.
A summary of the Company’s non-employee director RSU and DSU awards as of December 31, 2022, and changes
during the year ended is as follows:
Page 107
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Stock awards outstanding December 28, 2019
Shares granted
Shares where the restriction lapsed
Shares forfeited
Stock awards outstanding January 2, 2021
Shares granted
Shares where the restriction lapsed
Shares forfeited
Stock awards outstanding January 1, 2022
Shares granted
Shares where the restriction lapsed
Shares forfeited
Stock awards outstanding December 31, 2022
NOTE 14. COMPREHENSIVE INCOME/(LOSS)
Restricted stock and
Director RSUs and
Director DSUs
Shares
Weighted Average
Grant Date
Fair Value
261,364
48,267
(73,354)
—
236,277
18,098
(68,200)
—
186,175
22,759
—
—
208,934
$
$
16.89
20.51
16.33
—
17.79
70.86
19.21
—
22.43
73.03
—
—
27.94
The Company follows Financial Accounting Standards Board (“FASB”) authoritative guidance for reporting and
presentation of comprehensive income or loss and its components. Other comprehensive income (loss) is derived
from adjustments that reflect pension adjustments, natural gas swap adjustments, corn option adjustments, soybean
meal forward adjustments, foreign exchange forward and option adjustments, heating oil swap adjustments and
foreign currency translation adjustments.
In fiscal 2022, fiscal 2021 and fiscal 2020, the Company's DGD Joint Venture entered into heating oil derivatives
that were deemed to be cash flow hedges. As a result, the Company has accrued the other comprehensive income/
(loss) portion belonging to Darling with an offset to the investment in DGD as required by FASB ASC Topic 323.
The components of other comprehensive income/(loss) and the related tax impacts for the years ended
December 31, 2022, January 1, 2022 and January 2, 2021 are as follows (in thousands):
Year Ended January 2, 2021
Defined Benefit Pension Plans
Actuarial (loss)/gain recognized
Amortization of actuarial gain/(loss)
Amortization of prior service costs
Amortization of curtailment
Amortization of settlement
Other
Total defined benefit pension plans
Soybean meal option derivatives
Reclassified to earnings
Activity recognized in other comprehensive income (loss)
Heating oil swap derivatives
Activity recognized in other comprehensive income (loss)
Total soybean meal derivatives
Total heating oil derivatives
Corn option derivatives
Reclassified to earnings
Activity recognized in other comprehensive income (loss)
Total corn options
Foreign exchange derivatives
Reclassified to earnings
Activity recognized in other comprehensive income (loss)
Total foreign exchange derivatives
Page 108
Before-Tax
Amount
Tax (Expense)
or Benefit
Net-of-Tax
Amount
$
$
(9,470)
3,405
33
69
(30)
11
(5,982)
49
349
398
1,457
1,457
123
(7,803)
(7,680)
(13,809)
24,325
10,516
$
2,547
(862)
(8)
(15)
7
—
1,669
(12)
(89)
(101)
(353)
(353)
(31)
1,980
1,949
5,114
(9,009)
(3,895)
(6,923)
2,543
25
54
(23)
11
(4,313)
37
260
297
1,104
1,104
92
(5,823)
(5,731)
(8,695)
15,316
6,621
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Foreign currency translation
Other comprehensive income/(loss)
Year Ended January 1, 2022
Defined Benefit Pension Plans
Actuarial (loss)/gain recognized
Amortization of actuarial gain/(loss)
Amortization of prior service costs
Amortization of settlement
Other
Total defined benefit pension plans
Soybean meal option derivatives
Reclassified to earnings
Activity recognized in other comprehensive income (loss)
Heating oil swap derivatives
Activity recognized in other comprehensive income (loss)
Total soybean meal derivatives
Total heating oil derivatives
Corn option derivatives
Reclassified to earnings
Activity recognized in other comprehensive income (loss)
Total corn options
Foreign exchange derivatives
Reclassified to earnings
Activity recognized in other comprehensive income (loss)
Total foreign exchange derivatives
Foreign currency translation
Other comprehensive income/(loss)
Year Ended December 31, 2022
Defined Benefit Pension Plans
Actuarial gain/(loss) recognized
Amortization of actuarial gain/(loss)
Amortization of prior service costs
Amortization of settlement
Special termination benefits recognized
Other
$
$
$
$
73,845
72,554
12,415
4,228
25
210
(16)
16,862
(274)
85
(189)
1,199
1,199
17,005
(14,541)
2,464
(2,333)
(6,694)
(9,027)
(77,287)
(65,978)
9,884
2,235
22
(22)
38
48
Total defined benefit pension plans
12,205
Soybean meal option derivatives
Reclassified to earnings
Activity recognized in other comprehensive income (loss)
Heating oil swap derivatives
Activity recognized in other comprehensive income (loss)
Total soybean meal derivatives
Total heating oil derivatives
Corn option derivatives
Reclassified to earnings
Activity recognized in other comprehensive income (loss)
Total corn options
Foreign exchange derivatives
Reclassified to earnings
Activity recognized in other comprehensive income (loss)
Total foreign exchange derivatives
Foreign currency translation
Other comprehensive income/(loss)
$
(521)
975
454
(3,294)
(3,294)
15,408
(10,653)
4,755
(14,549)
32,644
18,095
(89,686)
(57,471)
$
$
$
$
$
(3,525)
(4,256)
(3,185)
(978)
(3)
(27)
—
(4,193)
70
(22)
48
(305)
(305)
(4,319)
3,693
(626)
826
2,368
3,194
3,068
1,186
(2,645)
(584)
(5)
5
(10)
—
(3,239)
132
(247)
(115)
836
836
(3,914)
2,706
(1,208)
4,737
(10,628)
(5,891)
1,830
(7,787)
$
$
$
$
$
70,320
68,298
9,230
3,250
22
183
(16)
12,669
(204)
63
(141)
894
894
12,686
(10,848)
1,838
(1,507)
(4,326)
(5,833)
(74,219)
(64,792)
7,239
1,651
17
(17)
28
48
8,966
(389)
728
339
(2,458)
(2,458)
11,494
(7,947)
3,547
(9,812)
22,016
12,204
(87,856)
(65,258)
Page 109
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
December 31,
2022
Fiscal Year Ended
January 1,
2022
January 2,
2021
Statement of Operations
Classification
Derivative instruments
Soybean meal option derivatives
Foreign Exchange derivatives
Corn option derivatives
Defined benefit pension plans
Amortization of prior service cost
Amortization of actuarial loss
Amortization of curtailment
Amortization of settlement
Special termination benefits recognized
$
Total reclassifications $
$
521 $
274 $
14,549
(15,408)
(338)
(955)
(1,293)
(22) $
(2,235)
—
22
(38)
(2,273)
594
(1,679)
(2,972) $
2,333
(17,005)
(14,398)
3,423
(10,975)
(25) $
(4,228)
—
(210)
—
(4,463)
1,008
(3,455)
(14,430) $
(49) Net sales
13,809 Net sales
(123) Cost of sales and operating expenses
13,637 Total before tax
(5,071) Income taxes
8,566 Net of tax
(33) (a)
(3,405) (a)
(69) (a)
30 (a)
— (a)
(3,477) Total before tax
878 Income taxes
(2,599) Net of tax
5,967 Net of tax
(a) These items are included in the computation of net periodic pension cost. See Note 15 Employee Benefit
Plans for additional information.
The following table presents changes in each component of accumulated comprehensive loss as of December 31,
2022 as follows (in thousands):
Accumulated Other Comprehensive loss January 1, 2022,
attributable to Darling, net of tax
Other comprehensive loss before reclassifications
Amounts reclassified from accumulated other
comprehensive income
Net current-period other comprehensive income/(loss)
Noncontrolling interest
Accumulated Other Comprehensive loss December 31,
2022, attributable to Darling, net of tax
NOTE 15. EMPLOYEE BENEFIT PLANS
Fiscal Year Ended December 31, 2022
Foreign Currency
Translation
Derivative
Instruments
Defined Benefit
Pension Plans
Total
$
(289,586) $
(6,456) $
(25,648) $
(321,690)
(87,856)
12,339
—
(87,856)
(3,074)
1,293
13,632
—
7,287
1,679
8,966
—
(68,230)
2,972
(65,258)
(3,074)
$
(374,368) $
7,176 $
(16,682) $
(383,874)
The Company has retirement and pension plans covering a substantial number of its domestic and foreign
employees. Most retirement benefits are provided by the Company under separate final-pay noncontributory and
contributory defined benefit and defined contribution plans for all salaried and hourly employees (excluding those
covered by union-sponsored plans) who meet service and age requirements. Although various defined benefit
formulas exist for employees, generally these are based on length of service and earnings patterns during
employment. Effective January 1, 2012, the Company's Board of Directors authorized the Company to proceed
with the restructuring of its domestic retirement benefit program to include the closing of Darling's domestic
salaried and hourly defined benefit plans to new participants as well as the freezing of service and wage accruals
thereunder effective December 31, 2011 (a curtailment of these plans for financial reporting purposes) and the
enhancing of benefits under the Company's domestic defined contribution plans. The Company-sponsored
domestic hourly union plan has not been curtailed; however, several locations of the Company-sponsored domestic
hourly union plan have been curtailed as a result of collective bargaining renewals for those sites.
The Company maintains defined contribution plans both domestically and at its foreign entities. The Company's
matching portion and annual employer contributions to the Company's domestic defined contribution plans for
fiscal 2022, 2021 and 2020 were approximately $10.1 million, $10.9 million and $11.3 million, respectively. The
Page 110
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Company's matching portion and annual employer contributions to the Company's foreign defined contribution
plans for fiscal 2022, 2021 and 2020 were approximately $8.6 million, $9.6 million and $8.5 million, respectively.
The Company recognizes the over-funded or under-funded status of the Company's defined benefit post-retirement
plans as an asset or liability in the Company's balance sheet, with changes in the funded status recognized through
comprehensive income/(loss) in the year in which they occur. The Company uses the month-end date of December
31 as the measurement date for all of the Company's defined benefit plans, which is the closest month-end to the
Company's fiscal year-end. The following table sets forth the plans’ funded status for the Company's domestic and
foreign defined benefit plans and amounts recognized in the Company's Consolidated Balance Sheets based on the
measurement date (December 31, 2022 and December 31, 2021) (in thousands):
Change in projected benefit obligation:
Projected benefit obligation at beginning of period
Service cost
Interest cost
Employee contributions
Plan combinations
Plan amendments
Actuarial gain
Benefits paid
Effect of settlement
Special termination benefit recognized
Other
Projected benefit obligation at end of period
Change in plan assets:
Fair value of plan assets at beginning of period
Actual return on plan assets
Employer contributions
Employee contributions
Plan combinations
Benefits paid
Effect of settlement
Other
Fair value of plan assets at end of period
Funded status
Net amount recognized
Amounts recognized in the consolidated balance
sheets consist of:
Noncurrent assets
Current liability
Noncurrent liability
Net amount recognized
Amounts recognized in accumulated other
comprehensive loss consist of:
Net actuarial loss
Prior service cost
Net amount recognized (a)
December 31,
2022
January 1,
2022
$
$
$
$
$
$
$
225,808
3,149
5,231
353
—
—
(52,490)
(9,919)
(476)
38
(4,148)
167,546
188,718
(33,841)
5,570
353
—
(9,919)
(476)
(2,639)
147,766
(19,780)
(19,780) $
235,977
3,127
4,816
335
5,783
40
(9,031)
(9,801)
(1,572)
—
(3,866)
225,808
178,978
13,139
3,878
335
5,510
(9,801)
(1,572)
(1,749)
188,718
(37,090)
(37,090)
$
3,910
(1,152)
(22,538)
(19,780) $
114
(936)
(36,268)
(37,090)
22,176
101
22,277
$
$
34,304
176
34,480
(a) Amounts do not include deferred taxes of $5.6 million and $8.8 million at December 31, 2022 and January 1,
2022, respectively.
Page 111
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
The amounts included in “Other” in the above table reflect the impact of foreign exchange translation for plans in
Brazil, Belgium, Canada, France, Germany, Japan, Netherlands, Poland and United Kingdom. The Company's
domestic pension plan benefits comprise approximately 71% and 70% of the projected benefit obligation for fiscal
2022 and fiscal 2021, respectively. Additionally, the Company has made required and tax deductible discretionary
contributions to its domestic pension plans in fiscal 2022 and fiscal 2021 of approximately $2.0 million and $0.2
million, respectively. The Company made required and tax deductible discretionary contributions to its foreign
pension plans in fiscal 2022 and fiscal 2021 of approximately $3.6 million and $3.7 million, respectively.
A significant component of the overall decrease in the Company's benefit obligation for the fiscal year ended
December 31, 2022 was from the change in the weighted-average discount rates at the measurement dates, which
increased from 2.40% at December 31, 2021 to 4.82% at December 31, 2022.
Information for pension plans with accumulated benefit obligations in excess of plan assets is as follows (in
thousands):
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
December 31,
2022
January 1,
2022
$
$
110,039
107,807
86,441
182,644
180,303
147,663
The Company's service cost component of net periodic pension cost is included in compensation costs while all
components of net periodic pension cost other than the service cost component are included in the line item “Other
expense, net” in the Company's Consolidated Statements of Operations.
Net pension cost includes the following components (in thousands):
Service cost
Interest cost
Expected return on plan assets
Net amortization and deferral
Curtailment
Settlement
Special termination benefit recognized
Net pension cost
December 31,
2022
January 1,
2022
January 2,
2021
$
$
3,149
5,231
(8,604)
2,257
—
(22)
38
2,049
$
$
3,127
4,816
(9,287)
4,253
—
210
—
3,119
$
$
3,060
5,721
(8,161)
3,438
(678)
(22)
—
3,358
Weighted average assumptions used to determine benefit obligations were:
Discount rate
Rate of compensation increase
December 31,
2022
4.82%
0.55%
January 1,
2022
2.40%
0.50%
January 2,
2021
2.10%
0.45%
Weighted average assumptions used to determine net periodic benefit cost for the employee benefit pension plans
were:
Discount rate
Rate of increase in future compensation levels
Expected long-term rate of return on assets
December 31,
2022
0.68%
0.51%
4.75%
January 1,
2022
1.32%
0.52%
5.40%
January 2,
2021
2.13%
0.41%
5.92%
Page 112
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Consideration was made to the long-term time horizon for the (U.S. and Canada's) plans' benefit obligations as well
as the related asset class mix in determining the expected long-term rate of return. Historical returns are also
considered, over the long-term time horizon, in determining the expected return. Considering the overall asset mix
of approximately 50% equity and 50% fixed income with equity exposure on a declining trend since the
implementation of the glide path for the U.S. plans, the Company believes it is reasonable to expect a long-term
rate of return of 5.2% for the (U.S. and Canada's) plans' investments as a whole. The remaining foreign plans'
assets are principally invested under insurance contracts arrangements which have weighted average expected long-
term rate of returns of 1.9%.
The investment objectives have been established in conjunction with a comprehensive review of the current and
projected financial requirements. The primary investment objectives are: 1) to have the ability to pay all benefit
and expense obligations when due; 2) to maximize investment returns within reasonable and prudent levels of risk
in order to minimize contributions; and 3) to maintain flexibility in determining the future level of contributions.
Investment results and changing discount rates are the most critical elements in achieving funding objectives;
however, contributions are used as a supplemental source of funding as deemed appropriate.
The investment guidelines are based upon an investment horizon of greater than ten years; therefore, interim
fluctuations are viewed with this perspective. The strategic asset allocation is based on this long-term perspective
and the plans' funded status. However, because the participants’ average age is somewhat older than the typical
average plan age, consideration is given to retaining some short-term liquidity. Analysis of the cash flow
projections of the plans indicates that benefit payments will continue to exceed contributions. The results of a
thorough asset-liability study completed during 2012 established a dynamic asset allocation glide path (the “Glide
Path”) by which the U.S. plans' asset allocations are determined. The Glide Path designates intervals based on
funded status which contain a corresponding allocation to equities/real assets and fixed income. As the U.S. plans'
funded status improves, the allocations become more conservative, and the opposite is true when the funded status
declines.
Fixed Income
Equities
35% - 80%
20% - 65%
The equity allocation is invested in stocks traded on one of the U.S. stock exchanges or in foreign companies
whose stock is traded outside the U.S. and/or companies that conduct the major portion of their business outside the
U.S. Securities convertible into such stocks, convertible bonds and preferred stock, may also be purchased. The
portfolio may invest in American Depository Receipts (“ADR”). The majority of the equities are invested in
mutual funds that are well-diversified among growth and value stocks, as well as large, mid, and small cap assets.
This mix is balanced based on the understanding that large cap stocks are historically less volatile than small cap
stocks: however, smaller cap stocks have historically outperformed larger cap stocks. The emerging markets
portion of the equity allocation is held below 10% due to greater volatility in the asset class. Risk adjusted returns
are the primary driver of allocation choices within these asset classes. The portfolio is well-diversified in terms of
companies, industries and countries.
The diversified asset portion of the allocation will invest in securities with a goal to outpace inflation and preserve
their value. The securities in this allocation may consist of inflation-indexed bonds, securities of real estate
companies, commodity index-linked notes, fixed-income securities, securities of natural resource companies,
master limited partnerships, publicly-listed infrastructure companies, and floating rate debt.
All investment objectives are expected to be achieved over a market cycle anticipated to be a period of five to
seven years. Reallocations are performed on a monthly basis to retain target allocation ranges. On a quarterly basis
the plans' funded status will be recalculated to determine which Glide Path interval allocation is appropriate.
Page 113
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
The following table presents fair value measurements for the Company's defined benefit plans’ assets as
categorized using the fair value hierarchy under FASB authoritative guidance (in thousands):
(In thousands of dollars)
Balances as of January 1, 2022
Fixed Income:
Long Term
Short Term
Equity Securities:
Domestic equities
International equities
Insurance contracts
Total categorized in fair value hierarchy
Other investments measured at NAV
Totals
Balances as of December 31, 2022
Fixed Income:
Long Term
Short Term
Equity Securities:
Domestic equities
International equities
Insurance contracts
Total categorized in fair value hierarchy
Other investments measured at NAV
Totals
$
$
$
$
Total
Fair Value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
29,180
3,951
$
29,180
3,951
$
— $
—
45,783
31,549
17,919
128,382
60,336
188,718
23,028
4,539
33,369
23,465
16,713
101,114
46,652
147,766
$
$
$
45,783
31,549
—
110,463
—
—
14,937
14,937
110,463
$
14,937
$
23,028
4,539
$
— $
—
33,369
23,465
—
84,401
—
—
14,970
14,970
84,401
$
14,970
$
—
—
—
—
2,982
2,982
2,982
—
—
—
—
1,743
1,743
1,743
The majority of the U.S. and Canada plan pension assets are invested in mutual funds; however, some assets are
invested in pooled separate accounts (“PSA”) which have similar mutual fund counterparts. PSA accounts are
generally used to access lower fund management expenses when compared to their mutual fund counterparts. The
mutual funds are generally invested in institutional shares, retirement shares, or A-shares with no loads. The fair
value of each mutual fund and PSA is based on the market value of the underlying investments. The U.S. pension
plans PSA for fiscal 2022 and fiscal 2021 utilized net asset value (“NAV”) per share (or its equivalent) to measure
its investments, as a practical expedient in accordance with ASC Topic 820, Fair Value Measurements and have
not been classified in the fair value hierarchy in the above table. The majority of the foreign pension assets are held
under insurance contracts where the investment risk for the accumulated benefit obligation rests with the insurer,
which the Company has no specific detailed asset information.
The fair value measurement of plan assets using significant unobservable inputs (level 3) changed due to the
following:
(in thousands of dollars)
Balance as of January 2, 2021
Unrealized gains (losses) relating to instruments still held in the
reporting period.
Purchases, sales, and settlements
Exchange rate changes
Balance as of January 1, 2022
Unrealized gains (losses) relating to instruments still held in the
reporting period.
Purchases, sales, and settlements
Exchange rate changes
Balance as of December 31, 2022
Page 114
Insurance
Contracts
3,249
(16)
—
(251)
2,982
(1,055)
—
(184)
1,743
$
$
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Contributions
The Company's funding policy for employee benefit pension plans is to contribute annually not less than the
minimum amount required nor more than the maximum amount that can be deducted for federal income tax
purposes. Contributions are intended to provide not only for benefits attributed to service to date but also for those
expected to be earned in the future.
Based on current actuarial estimates, the Company expects to make payments of approximately $3.6 million to
meet funding requirements for its domestic and foreign pension plans in fiscal 2023.
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid (in
thousands):
Year Ending
2023
2024
2025
2026
2027
Years 2028 – 2032
Multiemployer Pension Plans
$
Pension Benefits
11,017
11,489
11,904
12,162
12,995
64,486
The Company participates in various multiemployer pension plans which provide defined benefits to certain
employees covered by labor contracts in the United States. These plans are not administered by the Company and
contributions are determined in accordance with provisions of negotiated labor contracts to meet their pension
benefit obligations to their participants. The FASB issued guidance requiring companies to provide additional
disclosures related to individually significant multiemployer pension plans. The Company's contributions to each
individual multiemployer plan represent less than 5% of the total contributions to each such plan. Based on the
most currently available information, the Company has determined that, if a withdrawal were to occur, withdrawal
liabilities on two of the plans in which the Company currently participates could be material to the Company. The
following table provides more detail on these significant multiemployer plans (contributions in thousands):
EIN Pension
Pension Protection
Act Zone Status
FIP/RP
Status
Pending/
Contributions
Expiration
Date of Collective
Bargaining
Plan Number
2022
2021
Implemented
2022
2021
2020
Agreement
Pension
Fund
Western Conference of Teamsters
Pension Plan
91-6145047 / 001
Green
Green
Central States, Southeast and
Southwest Areas Pension Plan (a) 36-6044243 / 001
Red
Red
No
Yes
All other multiemployer plans
$
1,516 $
1,294 $
1,429
May 2025 (b)
899
1,035
811
1,107
886
914
April 2026 (c)
Total Company Contributions
$
3,450 $
3,212 $
3,229
(a)
(b)
(c)
In July 2005 this plan received a 10 year extension from the IRS for amortizing unfunded liabilities. In April 2016 the IRS
approved a modification of the amortization extension.
The Company has several plants that participate in the Western Conference of Teamsters Pension Plan under collective
bargaining agreements that require minimum funding contributions. Certain of these agreements have expired and are
being renegotiated with others having expiration dates through May 31, 2025.
The Company has several processing plants that participate in the Central States, Southeast and Southwest Areas Pension
Plan under collective bargaining agreements that require minimum funding contributions. The agreements have
expiration dates through April 2, 2026.
Page 115
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
With respect to the other multiemployer pension plans in which the Company participates and which are not
individually significant, five plans have certified as critical or red zone and one plan has certified as endangered or
yellow zone, as defined by the Pension Protection Act of 2006. The Company's portion of contributions to all
plans amounted to $3.5 million, $3.2 million and $3.2 million for the years ended December 31, 2022, January 1,
2022 and January 2, 2021, respectively.
The Company has withdrawal liabilities recorded on three U.S. multiemployer plans in which it participated. As of
December 31, 2022, the Company has an aggregate accrued liability of approximately $3.9 million representing the
present value of scheduled withdrawal liability payments on the remaining multiemployer plans that have given
notices of withdrawals. While the Company has no ability to calculate a possible current liability for under-funded
multiemployer plans that could terminate or could require additional funding under the Pension Protection Act of
2006, the amounts could be material.
NOTE 16. DERIVATIVES
The Company’s operations are exposed to market risks relating to commodity prices that affect the Company’s cost
of raw materials, finished product prices and energy costs and the risk of changes in interest rates and foreign
currency exchange rates. The Company makes limited use of derivative instruments to manage cash flow risks
related to natural gas usage, diesel fuel usage, inventory, forecasted sales and foreign currency exchange rates. The
Company does not use derivative instruments for trading purposes.
At December 31, 2022, the Company had foreign currency option and forward contracts, soybean meal forward
contracts and corn option contracts outstanding that qualified and were designated for hedge accounting as well as
corn forward contracts, soybean meal forward contracts, heating oil options and foreign currency forward contracts
that did not qualify and were not designated for hedge accounting.
Cash Flow Hedges
In fiscal 2022, fiscal 2021 and fiscal 2020, the Company entered into foreign exchange option and forward
contracts that are considered cash flow hedges. Under the terms of the foreign exchange contracts, the Company
hedged a portion of its forecasted collagen sales in currencies other than the functional currency through the fourth
quarter of fiscal 2024. At December 31, 2022 and January 1, 2022, the aggregate fair value of these foreign
exchange contracts was approximately $13.8 million and $0.6 million, respectively. The amounts are included in
other current assets, other noncurrent assets, accrued expenses and noncurrent liabilities on the balance sheet, with
an offset recorded in accumulated other comprehensive loss.
In fiscal 2022, fiscal 2021 and fiscal 2020, the Company entered into corn option contracts that are considered
cash flow hedges. Under the terms of the corn option contracts the Company hedged a portion of its forecasted
sales of BBP into the second quarter of fiscal 2023. At December 31, 2022 and January 1, 2022, the aggregate fair
value of the corn contracts was $0.9 million and $2.8 million, respectively. The amounts are included in other
current assets and accrued expenses on the balance sheet.
In fiscal 2022, fiscal 2021 and fiscal 2020, the Company entered into soybean meal forward contracts to hedge a
portion of its forecasted poultry meal sales into the third quarter of fiscal 2023. At December 31, 2022 and
January 1, 2022, the aggregate fair value of the soybean meal contracts was $0.6 million and $0.1 million,
respectively. The amounts are included in other current assets on the balance sheet.
At December 31, 2022, the Company had the following outstanding forward contract amounts that were entered
into to hedge the future payments of intercompany note transactions, foreign currency transactions in currencies
other than the functional currency and forecasted transactions in currencies other than the functional currency (in
thousands):
Page 116
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Functional Currency
Contract Currency
Type
Amount
Type
Amount
Brazilian real
Brazilian real
Euro
Euro
Euro
Euro
Euro
Euro
Euro
Polish zloty
Polish zloty
British pound
British pound
Japanese yen
U.S. dollar
U.S. dollar
Australian dollar
627
3,458,502
33,631
26,798
12,982
18,827
17,221
3,398
34
38,373
1,212
284
446
360,425
746
352
159
Euro
U.S. Dollar
U.S. Dollar
Polish zloty
Japanese yen
Chinese renminbi
Australian dollar
British pound
Canadian dollar
Euro
U.S. dollar
Euro
U.S. dollar
U.S. dollar
Japanese yen
Euro
Euro
110
807,739
35,505
126,500
1,859,840
138,363
26,800
2,972
50
8,155
274
325
544
2,753
101,000
330
100
The above foreign currency contracts had an aggregate fair value of approximately $11.7 million and are included
in other current assets, noncurrent assets, accrued expenses and noncurrent liabilities at December 31, 2022.
The Company estimates the amount that will be reclassified from accumulated other comprehensive loss at
December 31, 2022 into earnings over the next 12 months will be approximately $12.2 million. As of
December 31, 2022, no amounts have been reclassified into earnings as a result of the discontinuance of cash flow
hedges.
The table below summarizes the effect of derivatives not designated as hedges on the Company's consolidated
statements of operations for the year ended December 31, 2022, January 1, 2022 and January 2, 2021 (in
thousands):
Derivatives not designated as
hedging instruments
Location
Loss or (Gain) Recognized in Income on
Derivatives Not Designated as Hedges
For The Year Ended
December 31,
2022
January 1,
2022
January 2,
2021
Foreign currency loss/(gain)
$
42,690 $
21,698 $
(1,108)
1,178
(3,840)
(778)
Foreign exchange
Foreign exchange
Foreign exchange
Foreign exchange
Corn options and futures
Corn options and futures
Net sales
Cost of sales and operating
expenses
Selling, general and
administrative expense
Net sales
Cost of sales and operating
expenses
Heating oil swaps and options Net sales
Heating oil swaps and options
Soybean meal
Total
Selling, general and
administrative expense
Net sales
(949)
(844)
(664)
(4,200)
(2,092)
5,447
—
122
(1,730)
3,405
(3,564)
5,669
—
—
—
4,976
(1,091)
(50)
(38)
—
—
$
38,180 $
27,542 $
(1,485)
At December 31, 2022,
in place for purchases of
approximately $243.3 million of natural gas and diesel fuel. The Company intends to take physical delivery of the
commodities under the forward purchase agreements and accordingly, these contracts are not subject to the
requirements of fair value accounting because they qualify as normal purchases.
the Company had forward purchase agreements
Page 117
NOTE 17. FAIR VALUE MEASUREMENT
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
FASB authoritative guidance which defines fair value, establishes a framework for measuring fair value, and
expands disclosures about fair value measurements including guidance related to nonrecurring measurements of
nonfinancial assets and liabilities.
The following tables presents the Company's financial instruments that are measured at fair value on a recurring
and nonrecurring basis as of December 31, 2022 and January 1, 2022 and are categorized using the fair value
hierarchy under FASB authoritative guidance. The fair value hierarchy has three levels based on the reliability of
the inputs used to determine the fair value.
(In thousands of dollars)
Assets
Total
Fair Value Measurements at December 31, 2022 Using
Significant
Significant Other
Quoted Prices in
Unobservable
Observable
Active Markets for
Inputs
Inputs
Identical Assets
(Level 3)
(Level 2)
(Level 1)
Derivative assets
$
Total Assets
Liabilities
20,324 $
20,324
Derivative liabilities
Contingent consideration
6% Senior Notes
5.25% Senior Notes
3.625% Senior Notes
Term loan A-1
Term loan A-2
Term loan B
Revolver
Total Liabilities
5,406
169,903
977,200
485,700
533,155
398,000
488,813
199,000
133,003
$ 3,390,180 $
— $
—
—
—
—
—
—
—
—
—
—
— $
20,324 $
20,324
5,406
—
977,200
485,700
533,155
398,000
488,813
199,000
133,003
3,220,277 $
—
—
—
169,903
—
—
—
—
—
—
—
169,903
(In thousands of dollars)
Assets
Total
Fair Value Measurements at January 1, 2022 Using
Significant
Significant Other
Unobservable
Observable
Inputs
Inputs
(Level 3)
(Level 2)
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Derivative assets
$
5,031 $
5,031
Total Assets
Liabilities
Derivative liabilities
5.25% Senior Notes
3.625% Senior Notes
Term Loan B
Revolver
Total Liabilities
7,173
515,600
591,200
200,000
158,400
$ 1,472,373 $
— $
—
—
—
—
—
—
— $
5,031 $
5,031
7,173
515,600
591,200
200,000
158,400
1,472,373 $
—
—
—
—
—
—
—
—
Derivative assets and liabilities consist of the Company's corn option and future contracts, foreign currency forward
and option contracts and soybean meal forward contracts which represent the difference between the observable
market rates of commonly quoted intervals for similar assets and liabilities in active markets and the fixed swap
rate considering the instrument’s term, notional amount and credit risk. See Note 16 Derivatives for discussion on
the Company's derivatives.
Page 118
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses
approximates fair value due to the short maturity of these instruments and as such have been excluded from the
table above. The carrying amount for the Company's other debt is not deemed to be significantly different than the
fair value and all other instruments have been recorded at fair value.
The fair value of the senior notes, term loan A-1, term loan A-2, term loan B and revolver debt is based on market
quotation from third-party banks.
The fair value measurement of the FASA contingent liability consideration uses significant unobservable inputs
(level 3). The changes in contingent consideration are due to the following:
(in thousands of dollars)
Balance as of January 1, 2022
Initial measurement
Total expense included in earnings during period
Exchange rate changes
Balance as of December 31, 2022
NOTE 18. RESTRUCTURING AND ASSET IMPAIRMENT CHARGES
Contingent
Consideration
—
168,128
3,506
(1,731)
169,903
$
$
In December 2022, the Company's management reviewed our global network of collagen plants for optimization
opportunities and decided to close our Peabody, Massachusetts, plant in 2023. As a result of the restructuring, the
Company incurred asset impairment charges of approximately $21.1 million. In addition, in the second quarter of
fiscal 2022, the Company lost a large raw material customer at a plant location in Canada that resulted in an asset
impairment charge to the Company's intangible assets of approximately $8.6 million. The Company has recorded
these impairments in the restructuring and asset impairment charges line on the consolidated statement of
operations.
In December 2020, due to unfavorable economics in the biodiesel industry, the Company made the decision to shut
down processing operations at its biodiesel facilities located in the United States and Canada, and there are no
current plans to resume biodiesel production at these facilities in the future. In fiscal 2020, the Company incurred
restructuring and asset impairment charges of approximately $38.2 million, which included asset impairment
charges of approximately $37.8 million and other factory and operational restructuring charges of approximately
$0.4 million. Employee termination costs were not incurred for the year ended January 2, 2021 due to all U.S.
employees being transferred to other U.S. plants and the employees in Canada were not given their notifications
until after January 2, 2021.
In addition to charges incurred in fiscal 2020, the Company incurred additional
restructuring and asset impairment charges in fiscal 2021 related to the biodiesel facilities of approximately $0.8
million, with approximately $0.4 million of this amount being employee termination costs in Canada and the
remainder representing charges to long-lived assets and other charges.
NOTE 19. CONCENTRATION OF CREDIT RISK
Concentration of credit risk is generally limited due to the Company's diversified customer base and the fact that
the Company sells commodities. During fiscal year 2022 and fiscal year 2021, approximately 17% and 11% of our
total net sales were to the DGD Joint Venture. No single customer accounted for more than 10% of the Company’s
In addition, at December 31, 2022, approximately 17% of our accounts receivable
net sales in fiscal year 2020.
were due from the DGD Joint Venture and at January 1, 2022, no single customer accounted for more than 10% of
the Company's accounts receivable. See Note 23 for additional discussion of the Company's transactions with the
DGD Joint Venture.
NOTE 20. CONTINGENCIES
The Company is a party to various lawsuits, claims and loss contingencies arising in the ordinary course of its
liability claims, assertions by certain
business,
regulatory and governmental agencies related to permitting requirements and environmental matters, including air,
including insured worker's compensation, auto, and general
Page 119
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
wastewater and storm water discharges from the Company's processing facilities, litigation involving tort, contract,
statutory, labor, employment, and other claims, and tax matters.
The Company’s workers compensation, auto and general liability policies contain significant deductibles or self-
insured retentions. The Company estimates and accrues its expected ultimate claim costs related to accidents
occurring during each fiscal year under these insurance policies and carries this accrual as a reserve until these
claims are paid by the Company.
As a result of the matters discussed above, the Company has established loss reserves for insurance, environmental,
litigation and tax contingencies. At December 31, 2022 and January 1, 2022, the reserves for insurance,
environmental, litigation and tax contingencies reflected on the balance sheet in accrued expenses and other non-
current liabilities were approximately $92.1 million and $78.4 million, respectively. The Company has insurance
recovery receivables of approximately $36.0 million and $31.8 million, as of December 31, 2022 and January 1,
2022,
The Company's management believes these reserves for
contingencies are reasonable and sufficient based upon present governmental regulations and information currently
available to management; however, there can be no assurance that final costs related to these contingencies will not
exceed current estimates. The Company believes that the likelihood is remote that any additional liability from the
lawsuits and claims that may not be covered by insurance would have a material effect on the Company's financial
position, results of operations or cash flows.
related to the insurance contingencies.
Lower Passaic River Area. In December 2009, the Company, along with numerous other entities, received notice
from the United States Environmental Protection Agency (“EPA”) that the Company (as alleged successor-in-
interest to The Standard Tallow Corporation) is considered a potentially responsible party (a “PRP”) with respect to
alleged contamination in the lower 17-mile area of the Passaic River (the “Lower Passaic River”) which is part of
the Diamond Alkali Superfund Site located in Newark, New Jersey. The Company’s designation as a PRP is based
upon the operation of former plant sites located in Newark and Kearny, New Jersey by The Standard Tallow
Corporation, an entity that the Company acquired in 1996.
In March 2016, the Company received another letter
from EPA notifying the Company that it had issued a Record of Decision (the “ROD”) selecting a remedy for the
lower 8.3 miles of the lower Passaic River area at an estimated cost of $1.38 billion. The EPA letter makes no
demand on the Company and laid out a framework for remedial design/remedial action implementation in which
the EPA will first seek funding from major PRPs. The letter indicates that the EPA has sent the letter to over 100
parties, which include large chemical and refining companies, manufacturing companies, foundries, plastic
companies, pharmaceutical companies and food and consumer product companies. The Company asserts that it is
not responsible for any liabilities of its former subsidiary The Standard Tallow Corporation, which was legally
dissolved in 2000, and that, in any event, the Standard Tallow Corporation did not discharge any of the eight
contaminants of concern identified in the ROD (the “COCs”). Subsequently, the EPA conducted a settlement
analysis using a third-party allocator and offered early cash out settlements to those PRPs for whom the third-party
allocator determined did not discharge any of the COCs. The Company participated in this allocation process, and
in November 2019, received a cash out settlement offer from the EPA in the amount of $0.6 million ($0.3 million
for each of the former plant sites in question) for liabilities relating to the lower 8.3 miles of the Lower Passaic
River area. The Company accepted this settlement offer, and the settlement became effective on April 16, 2021
following the completion of the EPA's administrative approval process.
In September 2021, the EPA released a
ROD selecting an interim remedy for the upper nine miles of the Lower Passaic River at an expected additional
cost of $441 million. In October 2022, the Company, along with other settling defendants, entered into a Consent
Decree with the EPA pursuant to which the Company paid $0.3 million to settle liabilities for both of the former
plant sites in question related to the upper nine miles of the Lower Passaic River. The Company paid this amount
into escrow, as the settlement is subject to the EPA’s administrative approval process, which includes publication, a
public comment period and court approval. On September 30, 2016, Occidental Chemical Corporation (“OCC”)
entered into an agreement with the EPA to perform the remedial design for the cleanup plan for the lower 8.3 miles
of the Passaic River. On June 30, 2018, OCC filed a complaint in the United States District Court for the District
of New Jersey against over 100 companies, including the Company, seeking cost recovery or contribution for costs
under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) relating to
various investigations and cleanups OCC has conducted or is conducting in connection with the Lower Passaic
River. According to the complaint, OCC has incurred or is incurring costs which include the estimated cost to
complete the remedial design for the cleanup plan for the lower 8.3 miles of the Lower Passaic River. OCC is also
seeking a declaratory judgment to hold the defendants liable for their proper shares of future response costs,
including the remedial action for the lower 8.3 miles of the Lower Passaic River. The Company, along with 40 of
the other defendants, had previously received a release from OCC of its CERCLA contribution claim of $165
million associated with the costs to design the remedy for the lower 8.3 miles of the Lower Passaic River.
Page 120
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Furthermore, the Company's settlement with the EPA described above could preclude certain of the claims alleged
by OCC against the Company. The Company's ultimate liability, if any, for investigatory costs, remedial costs and/
or natural resource damages in connection with the Lower Passaic River area cannot be determined at this time;
however, as of the date of this report, the Company has found no definitive evidence that the former Standard
Tallow Corporation plant sites contributed any of the COCs to the Passaic River and, therefore, there is nothing that
leads the Company to believe that this matter will have a material effect on the Company's financial position,
results of operations or cash flows.
NOTE 21. BUSINESS SEGMENTS
The Company sells its products domestically and internationally and operates within three industry segments: Feed
Ingredients, Food Ingredients and Fuel Ingredients. The measure of segment profit (loss) includes all revenues,
operating expenses (excluding certain amortization of intangibles), and selling, general and administrative expenses
incurred at all operating locations and excludes general corporate expenses.
Included in corporate activities are general corporate expenses and the amortization of intangibles. Assets of
corporate activities include cash, unallocated prepaid expenses, deferred tax assets, prepaid pension, and
miscellaneous other assets.
Feed Ingredients
Feed Ingredients consists principally of (i) the Company's U.S. ingredients business, including the Company's fats
and proteins, used cooking oil, trap grease, the Company's Canada ingredients business, and the ingredients and
specialty products businesses conducted by Darling Ingredients International under the Sonac and FASA names
(proteins, fats, and blood products) and (ii) the Company's bakery residuals business. Feed Ingredients operations
process animal by-products and used cooking oil into fats, proteins and hides.
Food Ingredients
Food Ingredients consists principally of (i) the collagen business conducted by Darling Ingredients International
under the Rousselot name, (ii) the natural casings and meat-by-products business conducted by Darling Ingredients
International under the CTH name and (iii) certain specialty products businesses conducted by Darling Ingredients
International under the Sonac name.
Fuel Ingredients
The Company's Fuel Ingredients segment consists of (i) the Company's investment in the DGD Joint Venture and
(ii) the bioenergy business conducted by Darling Ingredients International under the Ecoson and Rendac names.
Business Segments (in thousands):
Page 121
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Fiscal Year Ended December 31, 2022
Net Sales
Cost of sales and operating expenses
Gross Margin
Gain on sale of assets
Selling, general and administrative expenses
Restructuring and asset impairment charges
Depreciation and amortization
Acquisition and integration costs
Equity in net income of Diamond Green
Diesel
Segment operating income/(loss)
Equity in net income of other unconsolidated
subsidiaries
Segment income/(loss)
Total other expense
Income before income taxes
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients Corporate
Total
$ 4,539,000 $ 1,459,630 $
3,473,506
1,065,494
1,102,250
357,380
533,574 $
426,853
106,721
— $ 6,532,204
— 5,002,609
— 1,529,595
(3,426)
258,781
8,557
295,249
—
—
506,333
(1,008)
101,681
21,109
59,029
—
—
176,569
(60)
13,690
—
29,500
—
—
62,456
—
10,943
16,372
(4,494)
436,608
29,666
394,721
16,372
372,346
435,937
—
372,346
(89,771) 1,029,068
5,102
511,435
—
176,569
—
435,937
—
5,102
(89,771) 1,034,170
(140,452)
$ 893,718
Segment assets at December 31, 2022
$ 4,866,351 $ 1,251,473 $ 2,307,199 $ 777,347 $ 9,202,370
Fiscal Year Ended January 1, 2022
Net Sales
Cost of sales and operating expenses
Gross Margin
Gain on sale of assets
Selling, general and administrative expenses
Restructuring and asset impairment charges
Depreciation and amortization
Acquisition and integration costs
Equity in net income of Diamond Green
Diesel
Segment operating income/(loss)
Equity in net income of other unconsolidated
subsidiaries
Segment income/(loss)
Total other expense
Income before income taxes
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients Corporate
Total
$ 3,039,500 $ 1,271,629 $
2,206,248
833,252
979,232
292,397
430,240 $
313,905
116,335
— $ 4,741,369
— 3,499,385
— 1,241,984
(550)
220,078
—
218,942
—
—
394,782
(88)
97,555
—
60,929
—
(320)
16,999
778
25,436
—
—
56,906
—
11,080
1,396
(958)
391,538
778
316,387
1,396
—
134,001
351,627
425,069
—
(69,382)
351,627
884,470
5,753
400,535
—
134,001
—
425,069
—
(69,382)
5,753
890,223
(68,827)
$ 821,396
Segment assets at January 1, 2022
$ 2,714,528 $ 1,205,217 $ 1,658,892 $ 555,091 $ 6,133,728
Page 122
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Fiscal Year Ended January 2, 2021
Net Sales
Cost of sales and operating expenses
Gross Margin
Loss/(gain) on sale of assets
Selling, general and administrative expenses
Restructuring and asset impairment charges
Depreciation and amortization
Equity in net income of Diamond Green
Diesel
Segment operating income/(loss)
Equity in net income of other unconsolidated
subsidiaries
Segment income/(loss)
Total other expense
Income before income taxes
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients Corporate
Total
$ 2,072,104 $ 1,185,701 $
1,544,524
527,580
920,682
265,019
314,118 $
223,609
90,509
— $ 3,571,923
— 2,688,815
883,108
—
19
209,748
—
221,187
—
96,626
482
97,406
—
83,752
—
83,379
(75)
16,014
38,167
34,218
—
55,328
—
11,021
426
378,496
38,167
350,178
315,095
317,280
—
(66,349)
315,095
430,936
3,193
99,819
—
83,379
—
317,280
—
(66,349)
3,193
434,129
(80,510)
$ 353,619
Business Segment Property, Plant and Equipment (in thousands):
Capital expenditures for the year ended:
Feed Ingredients
Food Ingredients
Fuel Ingredients
Corporate Activities
Total
(a)
December 31,
2022
January 1,
2022
January 2,
2021
$
$
270,157
72,301
37,568
11,283
391,309
$
$
187,445
54,799
26,078
5,804
274,126
$
$
176,530
68,250
30,638
4,697
280,115
(a) Excludes capital assets acquired by acquisition in fiscal 2022 and fiscal 2020 of approximately $588.8
million and $18.4 million, respectively.
Long-lived assets related to the Company's operations in North America, Europe, China, South American and other
were as follows (in thousands):
FY 2022
Long-Lived Assets
FY 2021
Long-Lived Assets
$
$
5,229,906 $
1,276,333
120,801
920,827
16,406
7,564,273 $
3,564,765
1,259,018
129,767
77,758
13,406
5,044,714
North America
Europe
China
South America
Other
Total
NOTE 22. REVENUE
The Company extends payment terms to its customers based on commercially acceptable practices. The term
between invoicing and payment due date is not significant. Revenue is measured as the amount of consideration the
Company expects to receive in exchange for transferring finished products or performing services, which is
generally based on executed agreement or purchase order.
Page 123
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Most of the Company's products are shipped based on the customer specifications. Customer returns are infrequent
and not material to the Company. Adjustments to net sales for sales deductions are generally recognized in the
same period as the sale or when known. Customers in certain industries or countries may be required to prepay
prior to shipment in order to maintain payment protection. These represent short-term prepayment from customers
and are not material to the Company. The Company elected to treat shipping and handling as fulfillment costs,
which will result in billed freight recorded in cost of sales and netted against freight costs. Sales, value-add, and
other taxes collected concurrently with revenue-producing activities are excluded from revenue and booked on a
net basis.
The following tables present the Company revenues disaggregated by geographic area and major product types by
reportable segment for the years ended December 31, 2022, January 1, 2022 and January 2, 2021 (in thousands):
Geographic Area
North America
Europe
China
South America
Other
Major product types
Fats
Used cooking oil
Proteins
Bakery
Other rendering
Food ingredients
Bioenergy
Other
Geographic Area
North America
Europe
China
South America
Other
Major product types
Fats
Used cooking oil
Proteins
Bakery
Other rendering
Food ingredients
Bioenergy
Biofuels
Other
$
Net sales $
$
Net sales $
$
Net sales $
$
Net sales $
Feed Ingredients
Food Ingredients
Fuel Ingredients
Total
Year Ended December 31, 2022
3,852,559 $
502,432
25,100
146,682
12,227
4,539,000 $
1,951,183 $
519,119
1,476,553
333,442
200,945
—
—
57,758
4,539,000 $
369,499 $
733,967
259,584
40,661
55,919
1,459,630 $
205,674 $
—
—
—
—
1,121,995
—
131,961
1,459,630 $
— $
533,574
—
—
—
533,574 $
— $
—
—
—
—
—
533,574
—
533,574 $
4,222,058
1,769,973
284,684
187,343
68,146
6,532,204
2,156,857
519,119
1,476,553
333,442
200,945
1,121,995
533,574
189,719
6,532,204
Feed Ingredients
Food Ingredients
Fuel Ingredients
Total
Year Ended January 1, 2022
286,852 $
663,619
233,766
31,446
55,946
1,271,629 $
182,674 $
—
—
—
—
961,617
—
—
127,338
1,271,629 $
2,577,705 $
430,549
19,446
—
11,800
3,039,500 $
1,198,122 $
319,145
1,022,694
287,424
173,405
—
—
—
38,710
3,039,500 $
Page 124
3,377 $
426,863
—
—
—
430,240 $
— $
—
—
—
—
—
426,863
3,377
—
430,240 $
2,867,934
1,521,031
253,212
31,446
67,746
4,741,369
1,380,796
319,145
1,022,694
287,424
173,405
961,617
426,863
3,377
166,048
4,741,369
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Feed Ingredients
Food Ingredients
Fuel Ingredients
Total
Year Ended January 2, 2021
$
Net sales $
$
Net sales $
1,694,705 $
352,748
13,676
—
10,975
2,072,104 $
661,774 $
176,691
830,195
183,759
178,601
—
—
—
41,084
2,072,104 $
244,929 $
650,671
188,417
38,238
63,446
1,185,701 $
142,963 $
—
—
—
—
947,928
—
—
94,810
1,185,701 $
20,869 $
293,249
—
—
—
314,118 $
— $
—
—
—
—
—
293,249
20,869
—
314,118 $
1,960,503
1,296,668
202,093
38,238
74,421
3,571,923
804,737
176,691
830,195
183,759
178,601
947,928
293,249
20,869
135,894
3,571,923
Geographic Area
North America
Europe
China
South America
Other
Major product types
Fats
Used cooking oil
Proteins
Bakery
Other rendering
Food ingredients
Bioenergy
Biofuels
Other
Revenue from Contracts with Customers
The Company has two primary revenue streams. Finished product revenues are recognized when control of the
promised finished product is transferred to the Company's customers, in an amount that reflects the consideration
the Company expects to be entitled to in exchange for the finished product. Service revenues are recognized in net
sales when the service occurs.
Fats and Proteins. Fats and Proteins include the Company's global activities related to the collection and processing
of beef, poultry and pork animal by-products into finished products of non-food grade oils, food grade fats and
protein meal. Fats and proteins net sales are recognized when the Company ships the finished product to the
customer and control has been transferred.
Used Cooking Oil. Used cooking oil includes collection and processing of used cooking oil into finished products
of non-food grade fats. Used cooking oil net sales are recognized when the Company ships the finished product to
the customer and control has been transferred.
Bakery. Bakery includes collection and processing of bakery residuals into finished product including Cookie
Meal®, an animal feed ingredient primarily used in poultry and swine rations. Bakery net sales are recognized
when the Company ships the finished product to the customer and control has been transferred.
Other Rendering. Other rendering include hides, pet food products, and service charges. Hides and pet food net
sales are recognized when the Company ships the finished product to the customer and control has been transferred.
Service revenues are recognized in net sales when the service has occurred.
Food Ingredients. Food ingredients includes collection and processing of pigskin, hide, bone and fish into finished
product. It also includes harvesting, sorting and selling of hog and sheep casings as well as harvesting, purchasing
and processing of hog, sheep and beef meat for pet food industry. Collagen and CTH meat and casings net sales
are recognized when the Company ships the finished product to the customer and control has been transferred.
Bioenergy. Bioenergy includes Ecoson, which converts organic sludge and food waste into biogas and Rendac,
which collects fallen stock and animal waste for a fee and processes these materials into fats and meals that can
only be used as low grade energy or fuel for boilers and cement kilns. Net sales are recognized when the finished
product is shipped to the customer and control has been transferred. Service revenues are recognized in net sales
when the service has occurred.
Page 125
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Biofuels. Biofuels includes the North American processing of rendered animal fats, recycled cooking oils and third
party additives to produce diesel fuel. Biofuel net sales are recognized when the finished product is shipped to the
customer and control has been transferred.
Other. Other includes grease trap collection and environmental services to food processors in the Feed Ingredients
segment and Sonac Bone and Sonac Heparin in the Food Ingredients segment. Net sales are recognized when the
Company ships the finished product to the customer and control has been transferred. Service revenues are
recognized in net sales when the service has occurred.
Long-Term Performance Obligations. The Company from time to time enters into long-term contracts to supply
certain volumes of finished products to certain customers. Revenue recognized in fiscal 2022, 2021 and 2020
under these long-term supply contracts was approximately $168.4 million, $95.3 million and $54.0 million,
respectively, with the remaining performance obligations to be recognized in future periods (generally 4 years) of
approximately $1.05 billion.
NOTE 23. RELATED PARTY TRANSACTIONS
Raw Material Agreement
The Company entered into a Raw Material Agreement with the DGD Joint Venture in May 2011 pursuant to which
the Company will offer to supply certain animal fats and used cooking oil at market prices, but the DGD Joint
Venture is not obligated to purchase the raw material offered by the Company. Additionally, the Company may
offer other feedstocks to the DGD Joint Venture, such as inedible corn oil, purchased on a resale basis. For the
years ended December 31, 2022, January 1, 2022 and January 2, 2021, the Company has recorded sales to the DGD
Joint Venture of approximately $1.1 billion, $521.7 million and $264.1 million, respectively. At December 31,
2022 and January 1, 2022, the Company has approximately $116.9 million and $43.8 million in outstanding
receivables due from the DGD Joint Venture, respectively.
In addition, the Company has eliminated additional
sales of approximately $62.8 million, $24.0 million and $7.4 million for the years ended December 31, 2022,
January 1, 2022 and January 2, 2021, respectively to the DGD Joint Venture and deferred the Company's portion of
profit on those sales relating to inventory assets still remaining on the DGD Joint Venture's balance sheet at
December 31, 2022, January 1, 2022 and January 2, 2021 of approximately $15.8 million, $6.0 million and $1.4
million, respectively.
Revolving Loan Agreement
On May 1, 2019, Darling through its wholly owned subsidiary Darling Green Energy LLC, (“Darling Green”), and
a third party Diamond Alternative Energy, LLC (“Diamond Alternative” and together with Darling Green, the
“DGD Lenders”) entered into a revolving loan agreement (the “DGD Loan Agreement”) with the DGD Joint
Venture. The DGD Lenders have committed to make loans available to the DGD Joint Venture in the total amount
of $50.0 million with each lender committed to $25.0 million of the total commitment. Any borrowings by the
DGD Joint Venture under the DGD Loan Agreement are at the applicable annum rate equal to the sum of (a) the
LIBO Rate (meaning Reuters BBA Libor Rates Page 3750) on such day plus (b) 2.50%. The DGD Loan
Agreement matures on April 29, 2023, unless extended by agreement of the parties. During the fourth quarter of
fiscal 2021, in September 2022 and again in December 2022, the DGD Joint Venture borrowed all $50.0 million
available under the DGD Loan Agreement, including the Company's full $25.0 million commitment and paid
interest to the Company for the year ended December 31, 2022 and January 1, 2022 of approximately $0.6 million
and $0.1 million, respectively. As of December 31, 2022 and January 1, 2022, $25.0 million was owed to Darling
Green under the DGD Loan Agreement. This note receivable amount is included in other current assets on the
balance sheet and is included in investing activities on the cash flow statement.
Guarantee Agreements
In February 2020, in connection with the DGD Joint Venture’s expansion project at its Norco, LA facility, the
Company entered into two agreements (the “IMTT Terminaling Agreements”) with International-Matex Tank
Terminals (“IMTT”), pursuant to which the DGD Joint Venture will move raw material and finished product to and
from the IMTT terminal facility by pipeline, thereby providing better logistical capabilities. As a condition to
entering into the IMTT Terminaling Agreements, IMTT required that the Company and Valero guarantee their
proportionate share, up to $50 million each, of the DGD Joint Venture’s obligations under the IMTT Terminaling
Agreements (the “Guarantee”), subject to the conditions provided for in the IMTT Terminaling Agreements. The
Page 126
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Company has not recorded any liability as a result of the guarantee, as the Company believes the likelihood of
having to make any payments under the guarantee is remote.
In April 2021, in connection with the DGD Joint Venture’s expansion project at its Port Arthur, TX facility, the
Company entered into two agreements (the “GTL Terminaling Agreements”) with GT Logistics, LLC (“GTL”),
pursuant to which the DGD Joint Venture will move raw material and finished product to and from the GTL
terminal facility by pipeline, thereby providing better logistical capabilities. As a condition to entering into the GTL
Terminaling Agreements, GLT required that the Company and Valero guarantee their proportionate share, up to a
maximum of approximately $160 million each, of the DGD Joint Venture’s obligations under the GTL Terminaling
Agreements (the “GTL Guarantee”), subject to the conditions provided for in the GTL Terminaling Agreements.
The maximum amount of the GTL Guarantee is reduced over the 20-year initial term of the GTL Terminaling
Agreements as the termination fee under such agreements declines. The Company has not recorded any liability as
a result of the GTL Guarantee, as the Company believes the likelihood of having to make any payments under the
GTL Guarantee is remote.
NOTE 24. CASH FLOW INFORMATION
The following table sets forth supplemental cash flow information and non-cash transactions (in thousands):
Supplemental disclosure of cash flow information:
Change in accrued capital expenditures
Cash paid during the year for:
Interest, net of capitalized interest
Income taxes, net of refunds
Non-cash operating activities
Operating lease right of use asset obtained in exchange for new
lease liabilities
Non-cash financing activities
Debt issued for assets
December 31,
2022
Twelve Months Ended
January 1,
2022
January 2,
2021
$
$
$
$
$
9,558
113,362
113,013
70,269
6,103
$
$
$
$
$
6,585
58,449
46,399
56,642
126
$
$
$
$
$
(4,967)
66,216
36,779
58,052
8,123
NOTE 25. NEW ACCOUNTING PRONOUNCEMENTS
The Company does not believe that any recently issued, but not yet effective, accounting standards if currently
adopted would have a material effect on the accompanying consolidated financial statements.
Page 127
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
PART II
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the
Company’s management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation, as of the
end of the period covered by this report, of the effectiveness of the design and operation of the Company’s disclosure controls
and procedures. As defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, disclosure controls and procedures are
controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the
Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by the Company in the reports it files or submits
under the Exchange Act is accumulated and communicated to the Company’s management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Based on management’s evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the
Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.
Internal Control over Financial Reporting.
(a) Management’s Annual Report on Internal Control over Financial Reporting. Management of the Company is
responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f)
and 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles and includes those policies and
procedures that:
•
•
•
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of management and directors of the Company;
and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the financial statements.
Because of
reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
internal control over
its inherent
limitations,
financial
The Company’s management assessed the effectiveness of the Company's internal control over financial reporting as
of December 31, 2022. In making this assessment, the Company's management used the criteria established in Internal Control-
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013).
Based on their assessment, management has concluded that the Company’s internal control over financial reporting
was effective at the reasonable assurance level as of December 31, 2022.
During 2022, the Company acquired Valley Proteins, the FASA Group and Group Op de Beeck. The Company is
currently in the process of integrating these three acquisitions pursuant to the Sarbanes-Oxley Act of 2002. The Company is
evaluating changes to processes, information technology systems and other components of internal controls over financial
Page 128
reporting as part of the ongoing integration activities, and as a result, certain controls will be periodically changed. The
Company believes, however, it will be able to maintain sufficient controls over the substantive results of its financial reporting
throughout the integration process. Because of the volume of acquisitions and the timing, the internal control over financial
reporting of these three acquisitions will be excluded from management's assessment of the Company's internal control over
financial reporting for fiscal 2022, as permitted under SEC regulations. Valley Proteins, the FASA Group and Group Op de
Beeck represented approximately $2.3 billion of the Company's consolidated total assets as of December 31, 2022 and
attributed approximately $805.6 million in net sales for the year ended December 31, 2022.
KPMG LLP, the registered public accounting firm that audited the Company's financial statements, has issued an audit
report on management’s assessment of the Company’s internal control over financial reporting, which report is included herein.
(b) Attestation Report of the Registered Public Accounting Firm. The attestation report called for by Item 308(b) of
Regulation S-K is incorporated herein by reference to Report of Independent Registered Public Accounting Firm on Internal
Control Over Financial Reporting, included in Part II, Item 8. “Financial Statements and Supplementary Data” of this report.
(c)
Changes in Internal Control over Financial Reporting. As required by Exchange Act Rule 13a-15(d), the
Company's management, including the Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of the
Company's internal control over financial reporting to determine whether any change occurred during the last fiscal quarter of
the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting. Based on that evaluation there has been no change in the Company’s internal control over
financial reporting during the last fiscal quarter of the period covered by this report that has materially affected, or is reasonably
likely to materially affect the Company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
Page 129
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item with respect to Items 401, 405 and 407 of Regulation S-K will appear in the
sections entitled “Election of Directors,” “Our Management - Executive Officers and Directors,” “Delinquent Section 16 (a)
Reports” and “Corporate Governance-Committees of the Board - Audit Committee” included in the Company’s definitive
Proxy Statement relating to the 2023 annual meeting of stockholders, which will be filed no later than 120 days after December
31, 2022, and such information is incorporated herein by reference.
The Company has adopted the Darling Ingredients Inc. Code of Conduct (“Code of Conduct”), which is applicable to
all of the Company’s employees, including its senior financial officers, the Chief Executive Officer, Chief Financial Officer,
Chief Accounting Officer, Controller, Treasurer and General Counsel. A copy of the Company’s Code of Conduct has been
posted on the “Investor” portion of our web site, at www.darlingii.com. We intend to satisfy the disclosure requirements of the
SEC regarding amendments to, or waivers from, the Code of Conduct by posting such information on the same web site.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item will appear in the sections entitled “Executive Compensation,” “Compensation
Committee Report” and “Corporate Governance - Compensation Committee Interlocks and Insider Participation” included in
the Company’s definitive Proxy Statement relating to the 2023 annual meeting of stockholders, which will be filed no later than
120 days after December 31, 2022, and such information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
EQUITY COMPENSATION PLANS
The following table sets forth certain information as of December 31, 2022, with respect to the Company's equity
compensation plans (including individual compensation arrangements) under which the Company's equity securities are
authorized for issuance, aggregated by (i) all compensation plans previously approved by the Company's security holders, and
(ii) all compensation plans not previously approved by the Company's security holders. The table includes:
•
•
•
the number of securities to be issued upon the exercise of outstanding options and granted non-vested stock;
the weighted-average exercise price of the outstanding options and granted non-vested stock; and
the number of securities that remain available for future issuance under the plans.
(a)
Number of securities
to be issued upon
exercise of
outstanding
options, warrants
and rights
(b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(c)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))
Plan Category
Equity compensation plans
approved by security holders
3,575,076
(1)
$24.29
Equity compensation plans not
approved by security holders
Total
—
3,575,076
—
$24.29
—
—
—
(1) Includes shares underlying options that have been issued and granted non-vested stock pursuant to the
Company’s 2012 Omnibus Incentive Plan and 2017 Omnibus Incentive Plan, each as approved by the
Company’s stockholders. See Note 13 of Notes to Consolidated Financial Statements included herein for
information regarding the material features of the 2017 Omnibus Incentive Plan.
Page 130
The information required by this Item with respect to Item 403 of Regulation S-K will appear in the section entitled
“Security Ownership of Certain Beneficial Owners and Management” included in the Company’s definitive Proxy Statement
relating to the 2023 annual meeting of stockholders, which will be filed no later than 120 days after December 31, 2022, and
such information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item will appear in the sections entitled “Transactions with Related Persons,
Promoters and Certain Control Persons” and “Corporate Governance - Independent Directors” included in the Company's
definitive Proxy Statement relating to the 2023 annual meeting of stockholders, which will be filed no later than 120 days after
December 31, 2022, and such information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item will appear in the section entitled “Ratification of Selection of Independent
Registered Public Accountant” included in the Company’s definitive Proxy Statement relating to the 2023 annual meeting of
stockholders, which will be filed no later than 120 days after December 31 2022, and such information is incorporated herein by
reference.
Page 131
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
(1) The following consolidated financial statements are included in Item 8.
Report of Independent Registered Public Accounting Firm on Consolidated Financial
Statements
Report of Independent Registered Public Accounting Firm on Internal Control Over
Financial Reporting
Consolidated Balance Sheets -
December 31, 2022 and January 1, 2022
Consolidated Statements of Operations -
Three years ended December 31, 2022
Consolidated Statements of Comprehensive Income/(Loss) -
Three years ended December 31, 2022
Consolidated Statements of Stockholders’ Equity -
Three years ended December 31, 2022
Consolidated Statements of Cash Flows -
Three years ended December 31, 2022
Notes to Consolidated Financial Statements
Page
72
75
77
78
79
80
81
82
All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require
submission of the schedule, or because the information required is included in the consolidated financial statements and notes
thereto.
Page 132
(3) Exhibits
(With regard to applicable cross-references in the list of exhibits below, the Company's Current, Quarterly and
Annual Reports are filed with the Securities and Exchange Commission under File No. 001-13323).
Exhibit No.
3.1
3.2
3.3
3.4
3.5
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
10.1
10.2
Restated Certificate of Incorporation of the Company, as amended (filed as Exhibit 3.1 to the Company’s
Registration Statement on Form S-1 filed May 23, 2002 and incorporated herein by reference).
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).
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).
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).
Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to the Company’s Current Report on
Form 8-K filed March 1, 2017 and incorporated herein by reference).
Certificate of Designation, Preferences and Rights of Series A Preferred Stock (filed as Exhibit 4.2 to the
Company’s Registration Statement on Form S-1 filed May 23, 2002 and incorporated herein by reference).
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 Company’s Current Report on Form 8-K filed May 2, 2018 and incorporated
herein by reference).
First Supplemental Indenture, dated as of September 2, 2022, by and among Darling Ingredients Inc., the
guarantors party thereto from time to time, and Citibank, N.A., London Branch, as trustee (filed herewith).
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 Company’s Current
Report on Form 8-K filed April 3, 2019 and incorporated herein by reference).
First Supplemental Indenture, dated as of September 2, 2022, by and among Darling Ingredients Inc., the
guarantors party thereto from time to time, and Regions Bank, as trustee (filed herewith).
Senior Notes Indenture, dated as of June 9, 2022, by and among Darling Ingredients Inc., as issuer, the
guarantors party thereto from time to time, and Truist Bank, as trustee (filed as Exhibit 4.1 to the Company’s
Current Report on Form 8-K filed June 9, 2022 and incorporated herein by reference).
First Supplemental Indenture, dated as of August 17, 2022, by and among Darling Ingredients Inc., as issuer,
the guarantors party thereto from time to time, and Truist Bank, as trustee (filed as Exhibit 4.1 to the
Company’s Current Report on Form 8-K filed August 17, 2022 and incorporated herein by reference).
Second Supplemental Indenture, dated as of September 2, 2022, by and among Darling Ingredients Inc., as
issuer, the guarantors party thereto from time to time, and Truist Bank, as trustee (filed herewith).
Description of Registered Securities (filed as Exhibit 4.4 to the Company's Annual Report on Form 10-K
filed March 2, 2021 and incorporated by reference).
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 Company’s Current Report on Form 8-K filed January 10, 2014 and incorporated herein
by reference).
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 Company’s
Current Report on Form 8-K filed May 15, 2015 and incorporated herein by reference).
Page 133
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
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
Company’s Current Report on Form 8-K filed September 25, 2015 and incorporated herein by reference).
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
Company’s Current Report on Form 8-K filed October 14, 2015 and incorporated herein by reference).
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 Company’s Current Report on Form 8-K filed December 20, 2016 and
incorporated herein by reference).
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 Company’s Current Report on Form 8-K filed December 20, 2017 and
incorporated herein by reference).
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 Company’s Current Report on Form 8-K filed September 23, 2020 and
incorporated herein by reference).
Seventh Amendment to Second Amended and Restated Credit Agreement, dated as of December 9, 2021, 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 Company’s Current Report on Form 8-K filed December 13, 2021 and
incorporated herein by reference).
Eighth Amendment to Second Amended and Restated Credit Agreement, dated as of March 2, 2022, 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 Company’s Current Report on Form 8-K filed March 4, 2022 and
incorporated herein by reference).
Ninth Amendment to Second Amended and Restated Credit Agreement, dated as of September 6, 2022, 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 Company’s Current Report on Form 8-K filed September 8, 2022 and
incorporated herein by reference).
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).
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 Company’s Current
Report on Form 8-K filed September 23, 2020 and incorporated herein by reference).
Third Amended and Restated Limited Liability Company Agreement, dated as of November 1, 2022, by and
among Diamond Green Diesel Holdings LLC, Darling Green Energy LLC and Diamond Alternative Energy,
LLC. (filed herewith).
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 Company’s Current Report on Form 8-K
filed December 20, 2010 and incorporated herein by reference).
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 Company’s Current Report on Form 8-K
filed December 20, 2010 and incorporated herein by reference).
Page 134
10.16 *
10.17 *
10.18 *
10.19 *
10.20 *
10.21 *
10.22 *
10.23 *
10.24 *
10.25 *
10.26 *
10.27 *
10.28 *
10.29 *
10.30 *
10.31 *
10.32 *
10.33 *
Darling International Inc. 2012 Omnibus Incentive Plan (filed as Exhibit 99 to the Company’s Registration
Statement on Form S-8 filed May 31, 2012 and incorporated herein by reference).
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).
Darling Ingredients Inc. 2017 Omnibus Incentive Plan (filed as Exhibit 4.6 to the Company’s Registration
Statement on Form S-8 filed May 9, 2017 and incorporated herein by reference).
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 Company’s Quarterly Report on Form 10-Q filed May 12, 2016
and incorporated herein by reference).
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).
Form of Global Performance Unit Award Agreement under the 2017 Omnibus Incentive Plan effective
January 2021 (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed May 11, 2021
and incorporated herein by reference).
Form of Stock Option Notice and Agreement for 2017 awards under the 2017 Omnibus Incentive Plan (filed
as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 11, 2017 and incorporated
herein by reference).
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).
Form of Global Restricted Stock Unit Award Agreement under the 2017 Omnibus Incentive Plan effective
January 2021 (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed May 11, 2021
and incorporated herein by reference).
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 Company’s Quarterly Report on
Form 10-Q filed August 7, 2014 and incorporated herein by reference).
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 Company’s Quarterly Report on
Form 10-Q filed August 9, 2017 and incorporated herein by reference).
Non-Employee Director Compensation Program effective December 2021 (filed as Exhibit 10.28 to the
Company's Annual Report on Form 10-K filed March 1, 2022 and incorporated herein by reference).
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 Company’s Current Report on Form 8-K filed
January 21, 2009 and incorporated herein by reference).
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 Company’s Current Report on
Form 8-K filed March 25, 2015 and incorporated herein by reference).
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).
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).
Form of Senior Executive Termination Benefits Agreement (filed as Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed November 29, 2007 and incorporated herein by reference).
Form of Addendum to Senior Executive Termination Benefits Agreement (filed as Exhibit 10.2 to the
Company’s Current Report on Form 8-K filed December 12, 2008 and incorporated herein by reference).
Page 135
10.34 *
10.35 *
21
23.1
23.2
31.1
31.2
32
99.1
101
Form of Third Addendum to Senior Executive Termination Benefits Agreement (filed as Exhibit 10.4 to the
Company’s Current Report on Form 8-K filed December 13, 2010 and incorporated herein by reference).
Form of Indemnification Agreement between Darling International Inc. and its directors and executive
officers (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 25, 2008 and
incorporated herein by reference).
Subsidiaries of the Registrant (filed herewith).
Consent of KPMG LLP (filed herewith).
Consent of KPMG LLP (filed herewith).
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).
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).
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).
Consolidated Financial Statements of Diamond Green Diesel Holdings LLC and Subsidiary for the year
ended December 31, 2022 (filed herewith).
Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of
December 31, 2022 and January 1, 2022; (ii) Consolidated Statements of Operations for the years ended
December 31, 2022, January 1, 2022 and January 2, 2021; (iii) Consolidated Statements of Comprehensive
Income (Loss) for the years ended December 31, 2022, January 1, 2022 and January 2, 2021; (iv)
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022, January 1, 2022
and January 2, 2021; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2022,
January 1, 2022 and January 2, 2021; (vi) Notes to the Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
The Exhibits are available upon request from the Company.
*
Management contract or compensatory plan or arrangement.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
Page 136
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
DARLING INGREDIENTS INC.
By:
/s/ Randall C. Stuewe
Randall C. Stuewe
Chairman of the Board and
Chief Executive Officer
Date:
February 27, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Randall C. Stuewe
Randall C. Stuewe
/s/ Brad Phillips
Brad Phillips
/s/ Joseph Manzi
Joseph Manzi
/s/ Charles Adair
Charles Adair
/s/ Beth Albright
Beth Albright
/s/ Larry A. Barden
Larry A. Barden
/s/ Celeste A. Clark
Celeste A. Clark
/s/ Linda Goodspeed
Linda Goodspeed
/s/ Enderson Guimaraes
Enderson Guimaraes
/s/ Dirk Kloosterboer
Dirk Kloosterboer
/s/ Mary R. Korby
Mary R. Korby
/s/ Gary W. Mize
Gary W. Mize
/s/ Michael E. Rescoe
Michael E. Rescoe
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer)
Chief Accounting Officer
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Page 137
February 27, 2023
February 27, 2023
February 27, 2023
February 27, 2023
February 27, 2023
February 27, 2023
February 27, 2023
February 27, 2023
February 27, 2023
February 27, 2023
February 27, 2023
February 27, 2023
February 27, 2023
(cid:51)(cid:85)(cid:76)(cid:81)(cid:70)(cid:76)(cid:83)(cid:68)(cid:79)(cid:3)(cid:50)(cid:978)(cid:70)(cid:72)
(cid:39)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)(cid:86)
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:978)(cid:70)(cid:72)(cid:85)(cid:86)
Randall C. Stuewe
Chairman and Director
since 2003
Charles Adair
Director since 2017
Beth Albright (cid:3)
Director since 2020
(cid:47)(cid:68)(cid:85)(cid:85)(cid:92)(cid:3)(cid:36)(cid:17)(cid:3)(cid:37)(cid:68)(cid:85)(cid:71)(cid:72)(cid:81)(cid:3)
(cid:39)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)(cid:3)(cid:86)(cid:76)(cid:81)(cid:70)(cid:72)(cid:3)(cid:21)(cid:19)(cid:21)(cid:22)
Celeste A. Clark
Director since 2021
Linda Goodspeed
Director since 2017
Enderson Guimaraes
Director since 2021
Dirk Kloosterboer
Director since 2014
Mary R. Korby
Director since 2014
Gary W. Mize
Director since 2016
Michael E. Rescoe
Director since 2017
Randall C. Stuewe
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:978)(cid:70)(cid:72)(cid:85)
Brad Phillips
Executive Vice President
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:978)(cid:70)(cid:72)(cid:85)
John Bullock
Executive Vice President
Specialty Ingredients
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:54)(cid:87)(cid:85)(cid:68)(cid:87)(cid:72)(cid:74)(cid:92)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)
(cid:51)(cid:68)(cid:87)(cid:85)(cid:76)(cid:70)(cid:78)(cid:3)(cid:48)(cid:70)(cid:49)(cid:88)(cid:87)(cid:87)
Executive Vice President
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:36)(cid:71)(cid:80)(cid:76)(cid:81)(cid:76)(cid:86)(cid:87)(cid:85)(cid:68)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:978)(cid:70)(cid:72)(cid:85)
Rick A. Elrod
Executive Vice President
Darling U.S. Rendering
Operations
Jan van der Velden
Executive Vice President
International Rendering
and Specialties
J(cid:72)(cid:85)(cid:82)(cid:72)(cid:81)(cid:3)(cid:38)(cid:82)(cid:79)(cid:83)(cid:68)(cid:72)(cid:85)(cid:87)
Executive Vice President
Rousselot
Sandra Dudley
Executive Vice President
Renewables and U.S.
Specialty Operations
John F. Sterling
Executive Vice President
General Counsel and
Secretary
Darling Ingredients Inc.
5601 N. MacArthur Blvd.
Irving, Texas 75038
972.717.0300
www.darlingii.com
TrTT ansfer Agent and
Registrar
Computershare
C/O Shareholder Services
250 Royall Street
Canton, MA 02021
Overnight correspondence
Computershare
C/O Shareholder Services
250 Royall Street
Canton, MA 02021
www.computershare.com/investor
Independent Auditors
KPMG LLP
2323 Ross Ave., Suite 1400
Dallas, Texas 75201
TT
Annual Meeting
May 9, 2023
10:00 a.m. Central Time
This year’s Annual Meeting
will be held in a virtual
format via live audio
webcast. To attend the
meeting via the Internet,
please visit:
www.virtualshareholder
meeting.com/DAR2023
Form 10-K
Darling Ingredients Inc.’s
Annual Report on Form
10-K is available upon
request without charge:
c/o Investor Relations
Darling Ingredients Inc.
5601 N. MacArthur Blvd.
Irving, TX 75038
Irving, TX 75038