8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) February 28, 2017

DARLING INGREDIENTS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-13323	36-2495346
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

251 O’CONNOR RIDGE BLVD., SUITE 300, IRVING, TEXAS			75038
	(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code:		(972) 717-0300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02. Results of Operations and Financial Condition.

On February 28, 2017, Darling Ingredients Inc. (the “Company”) issued a press release announcing financial results for the fourth quarter and fiscal year ended December 31, 2016. A copy of this press release is attached hereto as Exhibit 99.1.

The Company will hold a conference call and webcast on Wednesday, March 1, 2017 to discuss these financial results. The Company will have a slide presentation available to augment management’s formal presentation, which will be accessible via the investor relations section of the Company’s website. A copy of this slide presentation is attached hereto as Exhibit 99.2.

The Company is making reference to non-GAAP financial measures in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

The information in this Item 2.02, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits.

99.1	Press Release dated February 28, 2017 (furnished pursuant to Item 2.02).
99.2	Slide Presentation for March 1, 2017 Earnings Call (furnished pursuant to Item 2.02).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DARLING INGREDIENTS INC.
Date:  February 28, 2017	By:	/s/ John F. Sterling
		John F. Sterling
		Executive Vice President, General Counsel

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EXHIBIT LIST

99.1	Press Release dated February 28, 2017 (furnished pursuant to Item 2.02).
99.2	Slide Presentation for March 1, 2017 Earnings Call (furnished pursuant to Item 2.02).

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EX-99.1

EXHIBIT 99.1

News Release

DARLING INGREDIENTS INC. REPORTS FOURTH QUARTER

AND FISCAL 2016 FINANCIAL RESULTS:

Executed De-Levering and Growth Strategy

February 28, 2017 - IRVING, TEXAS - Darling Ingredients Inc. (NYSE: DAR), 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, today announced financial results for the fiscal 2016 fourth quarter and year ended December 31, 2016.

Fourth Quarter 2016 Overview

• Net income of $40.5 million, or $0.25 per GAAP diluted share

• Revenue of $887.3 million

• Adjusted EBITDA of $112.8 million

• Strong global raw material volumes

• Global fats pricing steady while ample protein supplies pressured prices

Fiscal 2016 Overview

• Net income of $102.3 million, or $0.62 per GAAP diluted share

• Consolidated revenue of $3.4 billion

• Food segment normalized led by Rousselot while Fuel Segment margins improved on strong performance

• Feed segment supported by strong global fat demand and pricing while global proteins remained weak

• Commissioned four new facilities

• Solid cash flow generation with full year debt reduction of $169.7 million

For the fourth quarter of 2016, the Company reported net sales of $887.3 million, as compared with net sales of $809.7 million for the fourth quarter of 2015. Net income attributable to Darling for the three months ended December 31, 2016 was $40.5 million, or $0.25 per diluted share, compared to a net income of $84.4 million, or $0.52 per diluted share, for the fourth quarter of 2015. The decrease in net income for the fourth quarter 2016 is primarily attributable to the inclusion of the blenders tax credit entirely in the fourth quarter of 2015, whereas for fiscal 2016, the blenders tax credit was reported in each quarter as earned.

Net Income attributable to Darling for the fiscal year ended December 31, 2016 was $102.3 million, or $0.62 per diluted share, as compared to a net income of $78.5 million, or $0.48 per diluted share, for the fiscal year ended January 2, 2016. The increase is primarily attributable to increased margins and volumes in both the Food and Fuel Ingredients segments, higher raw material volumes in the Feed and Food Ingredients segments and lower selling, general and administrative expense.

Comments on the Fourth Quarter and Fiscal 2016 Year End

Randall C. Stuewe, Chairman and Chief Executive Officer of Darling Ingredients Inc., said, “We closed out 2016 with a solid performance across all product lines. We executed on our strategy of de-levering and growing, paying down $169.7 million in debt while commissioning four new factories and expanding five others. We carry nice momentum and a larger platform into 2017.”

News Release February 28, 2017 Page 2

Operational Update by Segment

• Feed Ingredients - Segment leveraged higher global fat prices and drove higher sales volumes, sustaining margins and offsetting lower protein markets. Raw material volumes were strong around the globe, up 7 percent year over year. Our two new U.S. rendering plants are on line and meeting expectations. Weak protein pricing pressured USA rendering results in the quarter, but first quarter pricing is improving.

• Food Ingredients - Segment recovered during the fourth quarter and posted solid performance in China. Rousselot drove consistent year-over-year performance. Margins improved slightly due to production efficiencies in the North and South American markets as well as the European gelatin business. Sonac edible fat earnings normalized due to firm palm oil pricing. CTH casings business delivered consistent performance on growing supply source and improved supply chain.

• Fuel Ingredients - Segment maintained consistent and improving performance during the quarter, which included a final settlement on the business interruption insurance claim related to the bio-phosphate plant fire that occurred in December 2015. Rendac delivered improved performance on strong volumes. Canada Biodiesel sequentially weaker but delivered overall solid annual results with a full year of production.

• Diamond Green Diesel Joint Venture - Solid execution and strong earnings. Engineering and construction planning is progressing with long lead time equipment ordered on the DGD facility major expansion, which at full capacity increases annual production from 160 million gallons to 275 million gallons of renewable diesel. Total cost estimated at $190.0 million with construction completion and commissioning expected in Q2 2018.

Financial Update by Segment

Feed Ingredients	Three Months Ended				Fiscal Year Ended
($ thousands)	December 31, 2016		January 2, 2016		December 31, 2016		January 2, 2016
Net Sales	$	538,606	$	472,192	$	2,089,145	$	2,074,333
Depreciation and amortization	48,735		44,468		178,845		165,854
Segment operating income	25,282		10,031		115,794		116,453
EBITDA*	$	74,017	$	54,499	$	294,639	$	282,307
*EBITDA calculated by adding depreciation and amortization to segment operating income.

• Feed Ingredients operating income for the three months ended December 31, 2016 was $25.3 million, an increase of $15.3 million as compared to the three months ended January 2, 2016. Earnings for the Feed Ingredients segment were higher due to an increase in raw material volumes and finished fat prices that more than offset lower protein finished product prices and higher depreciation and amortization due to placing new plants into production.

• Feed Ingredients operating income for the fiscal year 2016 was $115.8 million, a decrease of $0.7 million as compared to fiscal year 2015. Earnings in the Feed Ingredients segment were down slightly from prior year due to lower protein finished product prices and higher depreciation and amortization due to placing new plants into production which were offset by higher fat finished product prices and reduced selling, general and administrative expense.

News Release February 28, 2017 Page 3

Food Ingredients	Three Months Ended				Fiscal Year Ended
($ thousands)	December 31, 2016		January 2, 2016		December 31, 2016		January 2, 2016
Net Sales	$	279,898	$	272,177	$	1,061,912	$	1,094,918
Depreciation and amortization	18,297		15,691		70,120		66,817
Segment operating income	11,738		23,317		61,212		61,238
EBITDA*	$	30,035	$	39,008	$	131,332	$	128,055
*EBITDA calculated by adding depreciation and amortization to segment operating income.

• Food Ingredients operating income was $11.7 million for the three months ended December 31, 2016, a decrease of $11.6 million as compared to the three months ended January 2, 2016. The decrease in operating income was primarily attributable to lower earnings in the gelatin business in North America, South America and China, increased depreciation and higher selling, general and administrative costs which offset improvements in our European gelatin, edible fats, and casings businesses.

• Food Ingredients operating income for both fiscal year 2016 and fiscal 2015 was $61.2 million. During fiscal 2016, the gelatin business earnings reflected strong profitability in the Company’s North American, South American and European operations, which offset lower sales prices and volumes in China. The European edible fats earnings improved due to stable fat finished product prices. The Company’s casing business profitability improved as compared to the same period in the prior year due to higher sales prices and volumes. Selling, general and administrative expense was reduced by $7.1 million, which included gains on currency hedges while depreciation and amortization increased.

Fuel Ingredients	Three Months Ended				Fiscal Year Ended
($ thousands)	December 31, 2016		January 2, 2016		December 31, 2016		January 2, 2016
Net Sales	$	68,773	$	65,306	$	247,058	$	228,195
Depreciation and amortization	7,532		6,752		28,531		26,711
Segment operating income	10,486		12,382		29,166		17,159
EBITDA*	$	18,018	$	19,134	$	57,697	$	43,870
*EBITDA calculated by adding depreciation and amortization to segment operating income.

• Exclusive of the DGD Joint Venture, Fuel Ingredients operating income for the three months ended December 31, 2016 was $10.5 million, a decrease of $1.9 million as compared to the three months ended January 2, 2016. The decrease in earnings is primarily due to the blenders tax credit for 2015 having been collected entirely in the fourth quarter of 2015 for our Canadian biodiesel facility which more than offset the higher volumes in Rendac.

• Exclusive of the DGD Joint Venture, Fuel Ingredients operating income for fiscal year 2016 was $29.2 million, an increase of $12.0 million as compared to fiscal 2015. The increase in earnings is due to improved Rendac performance, full year productivity and higher RIN values at the Canadian biodiesel plant and increasing sales volumes and finished product pricing at Ecoson. Also contributing to the increase in earnings was lower selling, general and administrative expense and an insurance settlement on the Ecoson fire which occurred in 2015.

News Release February 28, 2017 Page 4

Darling Ingredients Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

December 31, 2016 and January 2, 2016

(in thousands)

		December 31,		January 2,
		2016		2016
ASSETS
Current assets:
	Cash and cash equivalents	$	114,564	$	156,884
	Restricted cash	293		331
	Accounts receivable, net	388,397		371,392
	Inventories	330,815		344,583
	Prepaid expenses	29,984		36,175
	Income taxes refundable	7,479		11,963
	Other current assets	21,770		10,460
	Total current assets	893,302		931,788
Property, plant and equipment, less accumulated depreciation, net		1,515,575		1,508,167
Intangible assets, less accumulated amortization, net		711,927		782,349
Other assets:
	Goodwill	1,225,893		1,233,102
	Investment in unconsolidated subsidiaries	292,717		247,238
	Other assets	43,613		41,623
	Deferred income taxes	14,990		16,352
	Total assets	$	4,698,017	$	4,760,619
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of long-term debt	$	23,247	$	45,166
	Accounts payable, principally trade	180,895		149,998
	Income taxes payable	4,913		6,679
	Accrued expenses	242,796		239,825
	Total current liabilities	451,851		441,668
Long-term debt, net of current portion		1,727,696		1,885,851
Other non-current liabilities		96,114		97,809
Deferred income taxes		346,134		360,681
	Total liabilities	2,621,795		2,786,009
Commitments and contingencies
Total Darling's stockholders' equity		1,972,994		1,870,709
	Noncontrolling interests	103,228		103,901
	Total stockholders' equity	2,076,222		1,974,610
		$	4,698,017	$	4,760,619

News Release February 28, 2017 Page 5

Darling Ingredients Inc. and Subsidiaries

Consolidated Operating Results

For the Periods Ended December 31, 2016 and January 2, 2016

(in thousands, except per share data)

	(Fourth Quarter Unaudited)
	Three Months Ended									Fiscal Year Ended
							$ Change									$ Change
	December 31,			January 2,			Favorable			December 31,			January 2,			Favorable
	2016			2016			(Unfavorable)			2016			2016			(Unfavorable)
Net sales	$	887,277		$	809,675		$	77,602		$	3,398,115		$	3,397,446		$	669
Costs and expenses:
Cost of sales and operating expenses	694,559			629,907			(64,652		)	2,641,734			2,654,025			12,291
Selling, general and administrative expenses	79,870			76,623			(3,247		)	314,005			322,574			8,569
Depreciation and amortization	77,468			69,934			(7,534		)	289,908			269,904			(20,004		)
Acquisition and integration costs	—			492			492			401			8,299			7,898
Total costs and expenses	851,897			776,956			(74,941		)	3,246,048			3,254,802			8,754
Operating income	35,380			32,719			2,661			152,067			142,644			9,423
Other expense:
Interest expense	(22,439		)	(23,308		)	869			(94,187		)	(105,530		)	11,343
Foreign currency gain/(loss)	387			(1,612		)	1,999			(1,854		)	(4,911		)	3,057
Other income/(expense), net	1,819			(6,135		)	7,954			(3,866		)	(6,839		)	2,973
Total other expense	(20,233		)	(31,055		)	10,822			(99,907		)	(117,280		)	17,373
Equity in net income of unconsolidated subsidiaries	32,746			83,073			(50,327		)	70,379			73,416			(3,037		)
Income before income taxes	47,893			84,737			(36,844		)	122,539			98,780			23,759
Income taxes expense/(benefit)	6,213			(1,138		)	(7,351		)	15,315			13,501			(1,814		)
Net income	41,680			85,875			(44,195		)	107,224			85,279			21,945
Net income attributable to noncontrolling interests	(1,139		)	(1,446		)	307			(4,911		)	(6,748		)	1,837
Net income attributable to Darling	$	40,541		$	84,429		$	(43,888	)	$	102,313		$	78,531		$	23,782
Basic income per share:	$	0.24		$	0.52		$	(0.28	)	$	0.62		$	0.48		$	0.14
Diluted income per share:	$	0.25		$	0.52		$	(0.27	)	$	0.62		$	0.48		$	0.14

News Release February 28, 2017 Page 6

Darling Ingredients Inc. and Subsidiaries

Consolidated Statement of Cash Flows

Fiscal Years Ended December 31, 2016 and January 2, 2016

(in thousands)

	Fiscal Year Ended
	December 31,			January 2,
Cash flows from operating activities:	2016			2016
Net income	$	107,224		$	85,279
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	289,908			269,904
Deferred income taxes	(11,532		)	7,807
Loss/(gain) on sale of assets	1,744			1,311
Gain on insurance proceeds from insurance settlement	(356		)	(561		)
Increase/(decrease) in long-term pension liability	(430		)	(4,811		)
Stock-based compensation expense	10,330			8,995
Write-off deferred loan costs	528			10,633
Deferred loan cost amortization	11,171			10,155
Equity in net income of unconsolidated subsidiaries	(70,379		)	(73,416		)
Distributions of earnings from unconsolidated subsidiaries	26,317			26,589
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	(22,796		)	8,214
Income taxes refundable/payable	2,839			12,377
Inventories and prepaid expenses	15,343			34,536
Accounts payable and accrued expenses	39,286			(11,449		)
Other	(8,161		)	35,396
Net cash provided by operating activities	391,036			420,959
Cash flows from investing activities:
Capital expenditures	(243,523		)	(229,848		)
Acquisitions, net of cash acquired	(8,511		)	(377		)
Gross proceeds from sale of property, plant and equipment and other assets	7,329			3,840
Proceeds from insurance settlement	1,537			561
Payments related to routes and other intangibles	(23		)	(3,845		)
Net cash used by investing activities	(243,191		)	(229,669		)
Cash flows from financing activities:
Proceeds from long-term debt	36,327			590,745
Payments on long-term debt	(204,428		)	(609,255		)
Borrowings from revolving credit facility	99,276			78,244
Payments on revolving credit facility	(104,028		)	(166,755		)
Net cash overdraft financing	1,071			(1,261		)
Deferred loan costs	(3,879		)	(17,310		)
Issuance of common stock	188			171
Repurchase of common stock	(5,000		)	(5,912		)
Minimum withholding taxes paid on stock awards	(1,843		)	(4,874		)
Excess tax benefits from stock-based compensation	—			—
Addition/(deductions) of noncontrolling interest	—			(87		)
Distributions to noncontrolling interests	(1,552		)	(3,295		)
Net cash used by financing activities	(183,868		)	(139,589		)
Effect of exchange rate changes on cash	(6,297		)	(3,601		)
Net increase/(decrease) in cash and cash equivalents	(42,320		)	48,100
Cash and cash equivalents at beginning of period	156,884			108,784
Cash and cash equivalents at end of period	$	114,564		$	156,884
Supplemental disclosure of cash flow information:
Accrued capital expenditures	$	(937	)	$	5,325
Cash paid during the period for:
Interest, net of capitalized interest	$	82,094		$	78,979
Income taxes, net of refunds	$	23,220		$	(3,035	)
Non-cash financing activities
Debt issued for assets	$	10		$	2,591
Contribution of assets to unconsolidated subsidiary	$	2,674		$	—

News Release February 28, 2017 Page 7

Diamond Green Diesel Joint Venture

Operating Financial Results

Three Months and Fiscal Year Ended December 31, 2016 and December 31, 2015

	Three Months Ended									Fiscal Year Ended
							$ Change									$ Change
	December 31,			December 31,			Favorable			December 31,			December 31,			Favorable
	2016			2015			(Unfavorable)			2016			2015			(Unfavorable)
Revenues:
Operating revenues	$	182,020		$	95,886		$	86,134		$	527,670		$	475,934		$	51,736
Expenses:
Total costs and expenses less depreciation, amortization and accretion expense	108,579			(77,211		)	(185,790		)	353,222			298,946			(54,276		)
Depreciation, amortization and accretion expense	7,451			4,790			(2,661		)	27,821			19,714			(8,107		)
Operating income	65,990			168,307			(102,317		)	146,627			157,274			(10,647		)
Other income	352			27			325			551			120			431
Interest and debt expense, net	(1,206		)	(2,975		)	1,769			(7,354		)	(13,604		)	6,250
Net income	$	65,136		$	165,359		$	(100,223	)	$	139,824		$	143,790		$	(3,966	)

News Release February 28, 2017 Page 8

Darling Ingredients Inc. reports Adjusted EBITDA results, which is a non-GAAP financial measure, as a complement to results provided in accordance with generally accepted accounting principles (GAAP) (for additional information, see “Use of Non-GAAP Financial Measures” included later in this media release). The Company believes that Adjusted EBITDA provides additional useful information to investors. Adjusted EBITDA, as the Company uses the term, is calculated below:

Reconciliation of Net Income to (Non-GAAP) Adjusted EBITDA and (Non-GAAP) Pro forma Adjusted EBITDAFourth Quarter 2016 as compared to Fourth Quarter 2015

	Three Months Ended - Year over Year
Adjusted EBITDA	December 31,			January 2,
(U.S. dollars in thousands)	2016			2016
Net income attributable to Darling	$	40,541		$	84,429
Depreciation and amortization	77,468			69,934
Interest expense	22,439			23,308
Income tax expense/(benefit)	6,213			(1,138		)
Foreign currency loss/(gain)	(387		)	1,612
Other expense/(income), net	(1,819		)	6,135
Equity in net (income) of unconsolidated subsidiary	(32,746		)	(83,073		)
Net income attributable to noncontrolling interests	1,139			1,446
Adjusted EBITDA	$	112,848		$	102,653
Acquisition and integration-related expenses	—			492
Pro forma Adjusted EBITDA (Non-GAAP)	$	112,848		$	103,145
Foreign currency exchange impact (1)	747			—
Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP)	$	113,595		$	103,145
DGD Joint Venture Adjusted EBITDA (Darling's share)	$	36,721		$	86,548
(1) The average rates assumption used in this calculation was the actual fiscal average rate for the three months ended January 2, 2016 of
€1.00:USD$1.093 and CAD$1.00:USD$0.74 as compared to the average rate for the three months ended December 31, 2016 of
€1.00:USD$1.077 and CAD$1.00:USD$0.75, respectively.

News Release February 28, 2017 Page 9

Reconciliation of Net Income to (Non-GAAP) Adjusted EBITDA and (Non-GAAP) Pro forma Adjusted EBITDA Fourth Quarter 2016 as compared on a sequential basis to Third Quarter 2016

	Three Months Ended - Sequential
Adjusted EBITDA	December 31,			October 1,
(U.S. dollars in thousands)	2016			2016
Net income attributable to Darling	$	40,541		$	28,694
Depreciation and amortization	77,468			70,653
Interest expense	22,439			23,867
Income tax expense/(benefit)	6,213			(744		)
Foreign currency (gain)	(387		)	(354		)
Other expense/(income), net	(1,819		)	2,007
Equity in net (income) of unconsolidated subsidiary	(32,746		)	(18,138		)
Net income attributable to noncontrolling interests	1,139			196
Adjusted EBITDA	$	112,848		$	106,181
Acquisition and integration-related expenses	—			—
Pro forma Adjusted EBITDA (Non-GAAP)	$	112,848		$	106,181
Foreign currency exchange impact (1)	2,481			—
Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP)	$	115,329		$	106,181
DGD Joint Venture Adjusted EBITDA (Darling's share)	$	36,721		$	22,543
(1) The average rates assumption used in this calculation was the actual fiscal average rate for the three months ended October 1, 2016
of €1.00: USD$1.117 and CAD$1.00:USD$0.767 as compared to the average rate for the three months ended December 31, 2016
of €1.00: USD$1.077 and CAD$1.00:USD$0.75, respectively.

News Release February 28, 2017 Page 10

Reconciliation of Net Income to (Non-GAAP) Adjusted EBITDA and (Non-GAAP) Pro forma Adjusted EBITDA-

Fiscal Year 2016 as compared to Fiscal 2015

	Fiscal Year Ended
Adjusted EBITDA	December 31,			January 2,
(U.S. dollars in thousands)	2016			2016
Net income attributable to Darling	$	102,313		$	78,531
Depreciation and amortization	289,908			269,904
Interest expense	94,187			105,530
Income tax expense	15,315			13,501
Foreign currency loss	1,854			4,911
Other expense, net	3,866			6,839
Equity in net (income) of unconsolidated subsidiary	(70,379		)	(73,416		)
Net income attributable to noncontrolling interests	4,911			6,748
Adjusted EBITDA	$	441,975		$	412,548
Acquisition and integration-related expenses	401			8,299
Pro forma Adjusted EBITDA (Non-GAAP)	$	442,376		$	420,847
Foreign currency exchange impact (1)	1,980			—
Pro forma Adjusted EBITDA for Foreign Currency (Non-GAAP)	$	444,356		$	420,847
DGD Joint Venture Adjusted EBITDA (Darling's share)	$	87,224		$	88,494
(1) The average rates assumption used in this calculation was the actual fiscal average rate for the fiscal year ended December 31, 2016
of €1.00:USD$1.106 and CAD$1.00:USD$0.76 as compared to the average rate for the fiscal year ended January 2, 2016
of €1.00:USD$1.108 and CAD$1.00:USD$0.77, respectively.

About Darling

Darling Ingredients Inc. is the world’s largest publicly-traded developer and producer of sustainable natural ingredients from edible and inedible bio-nutrients, creating a wide range of ingredients and specialty products for customers in the pharmaceutical, food, pet food, feed, technical, fuel, bioenergy, and fertilizer industries.  With operations on five continents, the Company collects and transforms all aspects of animal by-product streams into broadly used and specialty ingredients, such as gelatin, 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 used cooking oil and commercial bakery residuals into valuable feed and fuel ingredients.  In addition, the Company provides grease trap services to food service establishments, environmental services to food processors and sells restaurant cooking oil delivery and collection equipment. For additional information, visit the Company's website at http://www.darlingii.com.

Darling Ingredients Inc. will host a conference call to discuss the Company’s fourth quarter and fiscal year end 2016 financial results at 8:30 am Eastern Time (7:30 am Central Time) on Wednesday, March 1, 2017. To listen to the conference call, participants calling from within North America should dial 844-868-8847; international participants should dial 412-317-6593. Please refer to access code 10100099. Please call approximately ten minutes before the start of the call to ensure that you are connected.

News Release February 28, 2017 Page 11

The call will also be available as a live audio webcast that can be accessed on the Company website at http://ir.darlingii.com. Beginning one hour after its completion, a replay of the call can be accessed through March 8, 2017, by dialing 877-344-7529 (U.S. callers), 855-669-9658 (Canada) and 412-317-0088 (international callers). The access code for the replay is 10100099. The conference call will also be archived on the Company’s website.

Use of Non-GAAP Financial 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, and is not intended to be a presentation in accordance with GAAP. Adjusted EBITDA 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, this presentation may not be comparable to EBITDA or Adjusted EBITDA presentations disclosed by other companies. Adjusted EBITDA is calculated in this presentation and represents, for any relevant period, net income/(loss) plus depreciation and amortization, goodwill and long-lived asset impairment, interest expense, (income)/loss from discontinued operations, net of tax, income tax provision, other income/(expense) and equity in net loss of unconsolidated subsidiary. 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 and 5.375% Notes and 4.75% Notes that were outstanding at December 31, 2016. However, the amounts shown in this presentation for Adjusted EBITDA differ from the amounts calculated under similarly titled definitions in the Company’s Senior Secured Credit Facilities and 5.375% Notes and 4.75% 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 exchange impact on operating cash flow, which is defined as segment operating income (loss) plus depreciation and amortization.

Cautionary Statements Regarding Forward-Looking Information:

{This media release contains “forward-looking” statements regarding the business operations and prospects of Darling Ingredients Inc., including its Diamond Green Diesel joint venture, and industry factors affecting it. These statements are identified by words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “could,” “may,” “will,” “should,” “planned,” “potential,” “continue,” “momentum,” “assumption,” and other words referring to events that may occur in the future. These statements reflect Darling Ingredient’s current view of future events and are based on its assessment of, and are subject to, a variety of risks and uncertainties beyond its control, each of which could cause actual results to differ materially from those indicated in the forward-looking statements. These factors include, among others, 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 greenhouse gas emissions that adversely affect programs like the Renewable Fuel Standards Program (RFS2), low carbon fuel standards (LCFS) and tax credits for biofuels both in the Unites States and abroad; possible product recall resulting from developments relating to the discovery of unauthorized adulterations to food or food additives; the occurrence of Bird Flu including, but not limited to H5N1 flu, bovine spongiform encephalopathy (or "BSE"), porcine epidemic diarrhea ("PED") or other diseases associated with animal origin in the United States or elsewhere; 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 regulations (including, without limitation, China) affecting the industries in which the Company operates or its value added products (including new or modified animal feed, Bird Flu, PED or BSE or similar or unanticipated regulations); risks associated with the renewable diesel plant in Norco, Louisiana owned and operated by a joint venture between Darling Ingredients and Valero Energy Corporation, including possible unanticipated operating disruptions and issues related to the announced expansion project; difficulties or a significant disruption in our information systems or failure to implement new systems and software successfully, including our ongoing enterprise resource planning project; 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; uncertainty regarding the likely 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, climate conditions, currency exchange fluctuations, general performance of the U.S. and global economies, disturbances in world financial, credit, commodities and stock markets,

News Release February 28, 2017 Page 12

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 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 market conditions and other factors, which are likely to change from time to time. Other risks and uncertainties regarding Darling Ingredients Inc., its business and the industries in which it operates are referenced from time to time in the Company’s filings with the Securities and Exchange Commission. Darling Ingredients Inc. is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.}

For More Information, contact:
Melissa A. Gaither, VP IR and Global Communications 251 O’Connor Ridge Blvd., Suite 300 Irving, Texas 75038	Email : mgaither@darlingii.com Phone : 972-717-0300

EX-99.2

Randall C. Stuewe, Chairman and CEO Patrick C. Lynch, EVP Chief Administrative Officer Melissa A. Gaither, VP IR and Global Communications Fourth Quarter 2016 Earnings Conference Call March 1, 2017 Exhibit 99.2

2 This presentation contains “forward-looking” statements regarding the business operations and prospects of Darling Ingredients Inc., including its Diamond Green Diesel joint venture, and industry factors affecting it. These statements are identified by words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “could,” “may,” “will,” “should,” “planned,” “potential,” “continue,” “momentum,” “assumption,” and other words referring to events that may occur in the future. These statements reflect Darling Ingredient’s current view of future events and are based on its assessment of, and are subject to, a variety of risks and uncertainties beyond its control, each of which could cause actual results to differ materially from those indicated in the forward-looking statements. These factors include, among others, 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 greenhouse gas emissions that adversely affect programs like the Renewable Fuel Standards Program (RFS2), low carbon fuel standards (LCFS) and tax credits for biofuels both in the Unites States and abroad; possible product recall resulting from developments relating to the discovery of unauthorized adulterations to food or food additives; the occurrence of Bird Flu including, but not limited to H5N1 flu, bovine spongiform encephalopathy (or "BSE"), porcine epidemic diarrhea ("PED") or other diseases associated with animal origin in the United States or elsewhere; 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 regulations (including, without limitation, China) affecting the industries in which the Company operates or its value added products (including new or modified animal feed, Bird Flu, PED or BSE or similar or unanticipated regulations); risks associated with the renewable diesel plant in Norco, Louisiana owned and operated by a joint venture between Darling Ingredients and Valero Energy Corporation, including possible unanticipated operating disruptions and issues related to the announced expansion project; difficulties or a significant disruption in our information systems or failure to implement new systems and software successfully, including our ongoing enterprise resource planning project; 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; uncertainty regarding the likely 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, 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 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 market conditions and other factors, which are likely to change from time to time. Other risks and uncertainties regarding Darling Ingredients Inc., its business and the industries in which it operates are referenced from time to time in the Company’s filings with the Securities and Exchange Commission. Darling Ingredients Inc. is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. Safe Harbor Statement

3 $50 $60 $70 $80 $90 $100 $110 $120 $130 Quarterly Adjusted EBITDA 4Q15 1Q16 2Q16 3Q16 4Q16 $102.7 $124.0 $106.2 Gross Profit and Margin $140 $150 $160 $170 $180 $190 $200 $210 4Q15 1Q16 2Q16 3Q16 4Q16 Gross Profit 21.4% 22.2% $ 2 0 0. 2 $ 1 8 2 .7 22.8% $ 1 8 0. 7 $ 1 9 2. 8 21.7% % Gross Margin $ 1 7 9. 8 4Q 2016 Overview $ in millions $ in millions $ in millions Strong Free Cash Flow Generations Adjusted EBITDA is a Non-U.S. GAAP Measure (See slide 17) $102.7 $106.2 $112.8 $67.7 $58.8 $75.3 $35.0 $47.4 $37.5 $0 $20 $40 $60 $80 $100 $120 4Q 2015 3Q 2016 4Q 2016 Adjusted EBITDA Capex Free Cash Flow (Adjusted EBITDA after Capex) $98.9 $112.8 23.2% • Net income - $40.5 million • Net sales - $887.3 million • EPS at $0.25 per diluted share • Adjusted EBITDA - $112.8 million • DGD joint venture EBITDA - $36.7 million (Darling’s share) Fourth Quarter Earnings Summary

4 2016 Overview • Net income of $102.3 million, or $0.62 per GAAP diluted share • Revenue of $3.398 billion • Adjusted EBITDA of $441.9 million • DGD joint venture EBITDA - $87.2 million (Darling’s share) Key Deliverables in 2016 • Reduced debt by $169.7 million • Improved leverage ratio from 4.32 to 3.69 • Improved Working Capital by $31.8 million • Lowered SG&A by $8.6 million • Deployed $243.5 million in capex • Bought back $5.0 million of stock in fiscal 2016 • Amended and extended credit agreement • Commissioned 4 new factories US$ (millions) except per share price Q4 2015 Total 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Total 2016 Revenue 809.7$ 3,397.4$ 779.6$ 877.3$ 853.9$ 887.3$ 3,398.1$ Gross Margin 179.8 743.4 180.7 200.2 182.7 192.8 756.4 Gross Margin % 22.2% 21.9% 23.2% 22.8% 21.4% 21.7% 22.3% Operating Income 32.7 142.6 26.7 54.5 35.5 35.4 152.1 EBITDA(1) 102.7 412.5 98.9 124.0 106.2 112.8 441.9 EBITDA Margin % 12.7% 12.1% 12.7% 14.1% 12.4% 12.7% 13.0% Net income attributable to Darling 84.4$ 78.5$ 1.1$ 32.0$ 28.7$ 40.5$ 102.3$ Earnings per share (fully diluted) 0.52$ 0.48$ 0.01$ 0.19$ 0.17$ 0.25$ 0.62$ (1) Does not inlcude Unconsolidated Subsidiaries EBITDA. Consolidated Earnings

Key Drivers– Q4/YTD 2016 5 Non-GAAP EBITDA Margin Feed Note: Cost of Sales includes raw material costs, collection costs and factory costs. EBITDA Bridge Q3-2016 to Q4-2016 (millions) Feed Segment $73.9$74.3 $26.0 $78.9 0 20 40 60 80 100 EBITDA Q3 16 ($15.6) VolumesPrice / Yield ($11.5) ($3.5) Cost of Sales Other FX Impact Adjusted EBITDA ($0.4) EBITDA Q4 16 • Global raw material volumes continued strong - up 7% year over year • Global fat prices steady with strong global demand driven by biofuels • Protein markets marginally softer in Q4 vs. Q3 • USA rendering impacted by weak MBM pricing in Q4 but nice recovery in early Q1 2017 • Two new USA rendering plants fully on line in Q4 and contributing as predicted • Wet pet food plants on plan during Q4 • Overall nice momentum going into 2017 11.5% 12.2% 15.4% 14.8% 13.7% 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 US$ and metric tons (millions) Q4 2015 Total 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Total 2016 Revenue $472.2 $2,074.3 $476.2 $543.0 $531.4 $538.5 $2,089.1 Gross Margin 96.7 460.9 103.5 126.8 117.8 116.2 464.3 Gross Margin % 20. % 22.2% 21.7% 23.4% 22.2% 21.6% 22.2% Operating Income 10.1 116.5 13.9 41.4 35.2 25.3 115.8 EBITDA (1) $54.4 $282.3 $58.3 $83.5 $78.9 $73.9 $294.6 Raw Material Processed (million metric tons) 1.89 7.45 1.97 1.97 1.97 2.06 7.97 (1) Does not include U consoli ated Subsidiaries EBITDA.

Note: Cost of Sales includes raw material costs, collection costs and factory costs. Non-GAAP EBITDA Margin Food Key Drivers– Q4/YTD 2016 • Rousselot recovered in Q4 from Q3 with solid performance in China • Rousselot consistent year over year • Sonac edible fats volumes softer but margins consistent • CTH casings business delivering consistent performance on growing supply source and improved supply chain 6 EBITDA Bridge Q3-2016 to Q4-2016 (millions) Food Segment $30.0 $30.7 $8.1 $25.3 $16.0 0 10 20 30 40 50 Cost of Sales ($1.8) Volumes Other ($16.9) FX Impact ($0.7) Adjusted EBITDA EBITDA Q4 16 EBITDA Q3 16 Price / Yield 14.4% 15.6% 13.7% 9.7% 10.7% 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 US$ and metric tons (millions) Q4 2015 Total 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Total 2016 Revenue $272.1 $1,094.9 $247.9 $272.1 $262.0 $279.9 $1,061.9 Gross Margin 62.9 231.4 62.3 57.8 50.7 56.7 227.5 Gross Margin % 23.1% 21.1% 25.1% 21.3% 19.3% 20.3% 21.4% Operating Income 23.3 61.2 21.9 19.7 7.9 11.7 61.2 EBITDA $39.1 $128.1 $38.6 $37.4 $25.3 $30.0 $131.3 Raw Material Proce sed (million metric tons) 0.26 1.07 0.27 0.27 0.26 0.28 1.08

Key Drivers– Q4/YTD 2016 • Consistent and improving segment performance year over year • Rendac performance improved aided by strong volumes in Q4 and year end tariff recovery • Segment includes final settlement of $3.1 million on business interruption claim for the bio-phosphate plant fire in Dec. 2015 • Canadian biodiesel improved year over year Non-GAAP EBITDA Margin Fuel 7 Note: Cost of Sales includes raw material costs, collection costs and factory costs. EBITDA Bridge Q3-2016 to Q4-2016 (millions) Adjusted EBITDA Margins for normalized blenders tax credit in Pro forma EBITDA and in Revenues for 2015 would represent: 23.3% Q4 15 Fuel Segment $18.0 $18.4 $4.2 $12.9 $5.5 0 5 10 15 20 25 ($3.6) VolumesPrice / Yield EBITDA Q3 16 ($0.4) EBITDA Q4 16 FX ImpactAdjusted EBITDA Other ($0.6) Cost of Sales 29.4% 23.4% 22.2% 21.4% 26.2% 0% 5% 10% 15% 20% 25% 30% 35% Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 US$ and metric tons (millions) Q4 2015 Total 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Total 2016 Revenue $65.4 $228.2 $55.6 $62.3 $60.4 $68.8 $247.1 Gross Margin 20.2 51.1 14.9 15.6 14.2 19.9 64.6 Gross Margin % 30.9% 22.4% 26.8% 25.0% 23.5% 28.9% 26.1% Operating Income 12.5 17.2 6.1 6.6 6.0 10.5 29.2 EBITDA (1) $19.2 $43.9 $13.0 $13.8 $12.9 $18.0 $57.7 Raw Material Processed * (million metric tons) 0.31 1.17 0.28 0.30 0.29 0.31 1.18 (1) Does not include DGD EBITDA. * Excludes raw material processed at the DGD joint venture.

 DGD continues to deliver strong earnings  Issued partner dividend of $25 million each in February 2017  Q4 2016 EBITDA: $73.4 million entity level or $36.7 million Darling’s share  Current total debt in JV stands at $70.8 million. Total cash of $166.9 million at the end of December 2016.  Final engineering phase progressing on major expansion announced in April increasing output from 160 million gallons annually to 275 million gallons. Total cost estimated at $190 million with construction and commissioning expected to be completed in Q2-2018 8 US$ (millions) Q4 2015 Total 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Total 2016 EBITDA (Darling's share) $86.6 $88.5 $9.6 $18.3 $22.5 $36.7 $87.2 Gallons Produced 37.9 158.8 28.5 43.8 43.8 42.0 158.1 Gallons Sold/Shipped 37.5 156.6 29.1 42.7 42.5 46.6 160.9 Diamond Green Diesel (50% Joint Venture) Diamond Green Diesel (DGD) – 50/50 JV with Valero

Balance Sheet Highlights Leverage Ratios 9 December 31, 2016 Actual Credit Agreement Total Debt to EBITDA: 3.69 5.50 Debt Summary (US$, in thousands) December 31, 2016 January 2, 2016 Cash (includes restricted cash of $293K) 114,857$ 157,215$ Accounts receivable 388,397 371,392 Total Inventories 330,815 344,583 Net working capital 441,451 490,120 Net property, plant and equipment 1,515,575 1,508,167 Total assets 4,698,017$ 4,760,619$ Total debt 1,750,943$ 1,931,017$ Shareholders' equity 2,076,222$ 1,974,610$ (US$, in thousands) December 31, 2016 January 2, 2016 Amended Credit Agreement Revolving Credit Facility 5,280$ 9,358$ Term Loan A 119,020 275,629 Term Loan B 577,2 2 581,726 5.375% Senior Notes due 2022 492,333 491,048 4.750% Euro Senior Notes due 2022 534,884 550,207 Other Notes and Obligations 22,224 23,049 Total Debt: 1,750,9 3$ 1,931,017$ Balance Sheet Highlights and Debt Summary

Appendix – Additional Information

(1) Has impact of inventory step-up in 1st and 2nd quarter of 2014. (2) Exclusive of non-cash inventory step-up and Darling Ingredients International 13th week during 2014. (3) Raw material process volumes in 2014 have been adjusted to include additional blending materials. (A) Quarters 1, 2 and 3 revenues have been adjusted for re-class between sales and cost of sales in 2014. 11Feed Segment - Historical US$ and metric tons (millions) Q1 2014 Q2 2014 Q3 2014 Q4 2014 Total 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Total 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Total 2016 Revenue (A) $586.1 $622.1 $607.3 $606.0 $2,421.5 $547.5 $529.4 $525.2 $472.2 $2,074.3 $476.2 $543.0 $531.4 $538.5 $2,089.1 Gross Margin (1) 142.5 165.4 132.5 132.5 572.9 123.5 124.5 116.2 96.7 460.9 103.5 126.8 117.8 116.2 464.3 Gross Margin % (1) 24.3% 26.6% 21.8% 21.9% 23.7% 22.6% 23.5% 22.1% 20.5% 22.2% 21.7% 23.4% 22.2% 21.6% 22.2% Operating Income (2) 37.5 74.7 46.4 33.6 192.2 35.4 35.4 35.6 10.1 116.5 13.9 41.4 35.2 25.3 115.8 Adjusted Operating Income (1) 52.3 76.2 46.4 33.6 208.5 35.4 35.4 35.6 10.1 116.5 13.9 41.4 35.2 25.3 115.8 EBITDA (2) 76.1 114.6 84.2 76.4 351.3 75.5 75.9 76.5 54.4 282.3 58.3 83.5 78.9 73.9 294.6 Adjusted EBITDA (1) $90.9 $116.1 $84.2 $76.4 $367.6 $75.5 $75.9 $76.5 $54.4 $282.3 $58.3 $83.5 $78.9 $73.9 $294.6 Adjusted EBITDA/Revenue 15.5% 18.7% 13.9% 12.6% 15.2% 13.8% 14.3% 14.6% 11.5% 13.6% 12.2% 15.4% 14.8% 13.7% 14.1% Raw Material Processed (3) (millions of metric tons) 1.73 1.73 1.73 1.92 7.11 1.87 1.83 1.86 1.89 7.45 1.97 1.97 1.97 2.06 7.97

12 Change in Net Sales - Year over Year (4Q 2015 over 4Q 2016) Change in Net Sales – Three Months Ended (Sequential 3Q16 over 4Q16) (1) Rendering Net Sales- Other category includes hides, pet food, and service charges (2) Other Net Sales category includes trap services, industrial residual services and organic fertilizer Change in Net Sales - 3Q16 to 4Q16 Fats Proteins Other (1) Total Rendering Used Cooking Oil Bakery Other (2) Total Net Sales Three Months Ended October 1, 2016 145.3$ 205.4$ 63.0$ 413.7$ 41.4$ 53.8$ 22.5$ 531.4$ Changes: Increase/(Decrease) in sales volumes 10.4 8.2 - 18.6 (1.6) (1.5) - 15.5 Increase/(Decrease) in finished product prices (3.4) (18.0) - (21.4) 8.0 3.4 - (10.0) D crease due to currency exchange rates (1.2) (2.7) (1.5) (5.4) (0.1) - - (5.5) Other change - - 7.6 7.6 - - (0.4) 7.2 Total Change: 5.8 (12.5) 6.1 (0.6) 6.3 1.9 (0.4) 7.2 Net Sales Three Months Ended December 31, 2016 151.1$ 192.9$ 69.1$ 413.1$ 47.7$ 55.7$ 22.1$ 538.6$ Rendering Sales Fats Proteins Other (1) Total Rendering Used Cooking Oil Bakery Other (2) Total Net Sales Three Months E ded January 2, 2016 117.1$ 188.5$ 55.9$ 361.5$ 35.1$ 53.8$ 21.8$ 472.2$ Changes: Incr ase/(D crease) in sales volumes 8.5 22.6 - 41.1 0.2 3.9 - 45.2 Increase/(Decrease) in finished product prices 15.8 (17.2) - (1.4) 12.4 (2.0) - 9.0 Decrease due to currency exchange rates (0.3) (1.0) (0.6) (1.9) - - (0.1) (2.0) Other change - - 13.8 13.8 - - 0.4 14.2 Total Change: 34.0$ 4.4$ 13.2$ 51.6$ 12.6$ 1.9$ 0.3$ 66.4$ Net Sales Three Months Ended December 31, 2016 151.1$ 192.9$ 69.1$ 413.1$ 47.7$ 55.7$ 22.1$ 538.6$ Rendering Sales Change in Net Sales - 4Q15 to 4Q16Feed Ingredients Segment

13 Fiscal Year End Change in Net Sales – Ended January 2, 2016 over December 31, 2016 Feed Ingredients Segment (1) Rendering Net Sales- Other category includes hides, pet food, and service charges (2) Other Net Sales category includes trap services, industrial residual services and organic fertilizer Fats Proteins Other (1) Total Rendering Used Cooking Oil Bakery Other (2) Total Net Sales Fiscal Year Ended January 2, 2016 539.8$ 828.5$ 244.0$ 1,612.3$ 154.0$ 217.9$ 90.1$ 2,074.3$ Changes: Increase/(Decrease) in sales volumes 41.8 83.3 - 125.1 0.7 10.4 - 136.2 Increase/(Decrease) in finished product prices (5.2) (139.9) - (145.1) 10.6 (7.9) - (142.4) Decr ase due to currency exchange rates (1.8) (2.5) (0.7) (5.0) (0.2) - (0.1) (5.3) Other change - - 25.8 25.8 - - 0.5 26.3 Total Change: 34.8 (59.1) 25.1 0.8 11.1 2.5 0.4 14.8 Net Sales Fiscal Year Ended December 31, 2016 574.6$ 769.4$ 269.1$ 1,613.1$ 165.1$ 220.4$ 90.5$ 2,089.1$ Rendering Sales Change in Fiscal Year End Net Sales 2015 to 2016

14 2016 Finished Product Pricing 2017 Feed Segment Ingredients January February March Q1 Avg. April May June Q2 Avg. July August Sept. Q3 Avg. Oct. Nov. Dec. Q4 Avg. Year Avg. January Bleachable Fancy Tallow - Chicago Renderer / cwt $23.53 $27.10 $30.09 $27.07 $32.93 $32.81 $31.64 $32.57 $29.95 $28.00 $28.00 $28.59 $28.43 $32.00 $32.00 $30.77 $29.75 $32.00 Yellow Grease - Illinois / cwt $19.03 $20.89 $23.51 $21.25 $26.40 $27.56 $25.95 $26.77 $24.54 $23.86 $23.71 $24.01 $23.31 $22.76 $22.96 $23.05 $23.77 $23.42 Meat and Bone Meal - Ruminant - Illinois / ton $184.74 $198.38 $272.84 $220.98 $314.17 $305.00 $356.59 $328.26 $378.75 $325.98 $272.02 $325.56 $230.00 $219.88 $217.26 $223.24 $274.51 $258.03 Poultry By-Product Meal - Feed Grade - Mid South/ton $247.11 $235.00 $263.64 $249.10 $308.10 $296.79 $307.73 $305.58 $380.88 $392.83 $313.33 $364.37 $277.50 $277.50 $288.21 $281.43 $300.12 $290.00 Poultry By-Product Meal - Pet Food - Mid South/ton $498.03 $497.50 $521.48 $506.31 $573.81 $505.83 $588.64 $557.81 $649.38 $596.30 $534.17 $593.47 $533.33 $551.25 $628.45 $571.09 $557.17 $648.68 Feathermeal - Mid South / ton $255.39 $244.88 $325.45 $277.21 $409.88 $319.05 $342.73 $358.91 $476.88 $452.61 $362.98 $432.57 $325.00 $344.25 $400.95 $356.91 $356.40 $455.00 2016 Cash Corn Pricing Competing Ingredient for Bakery Feeds and Fats January February March Q1 Avg. April May June Q2 Avg. July August Sept. Q3 Avg. Oct. Nov. Dec. Q4 Avg. Year Avg. January Corn - Track Central IL #2 Yellow / bushel $3.58 $3.54 $3.52 $3.55 $3.63 $3.77 $3.85 $3.75 $3.28 $3.09 $3.10 $3.16 $3.28 $3.29 $3.32 $3.30 $3.44 $3.46 European Benchmark Pricing 2016 January February March Q1 Avg. April May June Q2 Avg. July August Sept. Q3 Avg. Oct. Nov. Dec. Q4 Avg. Year Avg. January Palm oil - CIF Rotterdam / metric ton $565 $646 $686 $632 $720 $702 $684 $702 $648 $719 $749 $705 $718 $748 $789 $752 $697.75 $804 Soy meal - CIF Rotterdam / metric ton $339 $326 $320 $328 $341 $420 $465 $409 $439 $399 $372 $403 $363 $358 $360 $360 $375.08 $371 2016 Average Thomson Reuters Prices (USD) 2016 Average Jacobsen Prices (USD) 2016 Average Wall Street Journal Prices (USD) Jacobsen, Wall Street Journal and Thomson Reuters Historical Pricing QTR. Over QTR. Year Over Year Comparison Q3-2016 Q4-2016 % Q4-2015 Q4-2016 % Average Jacobsen Prices (USD) Avg. Avg. Change Avg. Avg. Change Bleachable Fancy Tallow - Chicago Renderer / cwt $28.59 $30.77 7.6% $21.18 $30.77 45.3% Yellow Grease - Illinois / cwt $24.01 $23.05 -4.0% $17.86 $23.05 29.1% Meat and Bone Meal - Ruminant - Illinois / ton $325.56 23.24 -31.4% $249.29 $223.24 -10.4% Poultry By-Product Meal - Feed Grade - Mid South / ton $364.37 281.43 -22.8% $3 4.67 $281.43 -15.9% Poultry By-Pr duct Meal - Pet Food - Mid South / ton $593.47 $571.09 -3.8% $469.49 $571.09 21.6% Feathermeal - Mid South / ton $432.57 $356.91 -17.5% $367.06 $356.91 -2.8% Average Wall Street Journal Prices (USD) Corn - Track Central IL #2 Yellow / bushel $3.16 $3.30 4.4% $3.64 $3.30 -9.3% Average Thomson Reuters Prices (USD) Palm oil - CIF Rotterdam / metric ton $705 $752 6.7% $563 $752 33.6% Soy meal - CIF Rotterdam / metric ton $403 $360 -1.5% $3 $360 2.3%

(1) Has impact of inventory step-up in 1st and 2nd quarter in 2014. (2) Exclusive of non-cash inventory step-up and Darling Ingredients International 13th week during 2014. (3) Raw material process volumes for the first quarter 2014 have been adjusted to be consistent with the presentation of the second quarter figures in 2014. (A) Quarters 1, 2 and 3 revenues have been adjusted for re-class between sales and cost of sales in 2014. 15Food Segment - Historical US$ and metric tons (millions) Q1 2014 Q2 2014 Q3 2014 Q4 2014 Total 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Total 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Total 2016 Revenue (A) $293.5 $331.4 $301.4 $322.0 $1,248.3 $270.2 $283.4 $269.2 $272.1 $1,094.9 $247.9 $272.1 $262.0 $279.9 $1,061.9 Gross Margin (1) 62.3 65.3 64.2 63.4 255.2 53.5 60.2 54.8 62.9 231.4 62.3 57.8 50.7 56.7 227.5 Gross Margin % (1) 21.2% 19.7% 21.3% 19.7% 20.4% 19.8% 21.2% 20.4% 23.1% 21.1% 25.1% 21.3% 19.3% 20.3% 21.4% Operating Income/(Loss) (2) (12.1) 11.3 14.0 13.7 26.9 10.8 15.5 11.6 23.3 61.2 21.9 19.7 7.9 11.7 61.2 Adjusted Operating Income (1) 20.9 14.7 14 13.7 63.3 10.8 15.5 11.6 23.3 61.2 21.9 19.7 7.9 11.7 61.2 EBITDA (2) 5.3 30.9 32.6 31.4 100.2 28.0 32.3 28.7 39.1 128.1 38.6 37.4 25.3 30.0 131.3 Adjusted EBITDA (1) $38.3 $34.3 $32.6 $31.4 $136.6 $28.0 $32.3 $28.7 $39.1 $128.1 $38.6 $37.4 $25.3 $30.0 $131.3 Adjusted EBITDA/Revenue 13.0% 10.4% 10.8% 9.7% 10.9% 10.4% 11.4% 10.7% 14.4% 11.7% 15.6% 13.7% 9.7% 10.7% 12.4% Raw Material Processed (millions of metric tons) 0.25 (3) 0.27 0.26 0.28 1.06 0.27 0.28 0.26 0.26 1.07 0.27 0.27 0.26 0.28 1.08

(A) Quarters 1, 2 and 3 revenues in 2014 have been adjusted for re-class between sales and cost of sales. 16 (1) Exclusive of non-cash inventory step-up and Darling Ingredients International’s 13th week in 2014. (2) Has impact of inventory step-up in 1st quarter and Darling Ingredients Int'l 13th week in 2014. (3) Raw material process volumes for the first quarter 2014 have been adjusted to be consistent with the presentation of the second quarter figures 2014. (4) Pro forma Adjusted EBITDA includes blenders tax credit throughout full years in 2014 and 2015. Fuel Segment - Historical US$ and metric tons (millions) Q1 2014 Q2 2014 Q3 2014 Q4 2014 Total 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Total 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Total 2016 Revenue $66.7 $77.7 $70.0 $72.2 $286.6 $57.0 $46.5 $59.3 $65.4 $228.2 $55.6 $62.3 $60.4 $68.8 $247.1 Gross Margin 15.3 15.9 17.8 10.0 59.0 13.2 6.3 11.4 20.2 51.1 14.9 15.6 14.2 19.9 64.6 Gross Margin % 21.1% 20.5% 25.4% 13.9% 20.6% 23.1% 13.5% 19.2% 30.9% 22.4% 26.8% 25.0% 23.5% 28.9% 26.1% Operating Income (1) 2.3 5.2 2.8 10.9 21.2 2.5 2.0 0.2 12.5 17.2 6.1 6.6 6.0 10.5 29.2 Adjusted Operating Income (2) 3.5 5.2 2.8 10.9 22.4 2.5 2.0 0.2 12.5 17.2 6.1 6.6 6.0 10.5 29.2 EBITDA (2) 9.7 11.1 11.5 16.9 49.2 9.1 8.6 7.0 19.2 43.9 13.0 13.8 12.9 18.0 57.7 Adjusted EBITDA (1) 10.9 11.1 11.5 16.9 50.4 9.1 8.6 7.0 19.2 43.9 13.0 13.8 12.9 18.0 57.7 Pro forma Adjusted EBITDA (4) $12.2 $12.3 $13.0 $12.8 $50.4 $10.2 $10.6 $9.1 $14.0 $43.9 $13.0 $13.8 $12.9 $18.0 $57.7 Adjusted EBITDA/Revenue 16.3% 14.3% 16.4% 23.4% 17.6% 16.0% 18.5% 11.8% 29.4% 19.2% 23.4% 22.2% 21.4% 26.2% 23.4% Raw Material Processed * (millions of metric tons) 0.23 (3) 0.24 0.26 0.33 1.07 0.30 0.29 0.27 0.31 1.17 0.28 0.30 0.29 0.31 1.18 *Excludes raw material processed at the DGD joint venture. Diamond Green Diesel (50% Joint Venture) US$ (millions) Q1 2014 Q2 2014 Q3 2014 Q4 2014 Total 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Total 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Total 2016 EBITDA (Darling's share) $9.1 $5.9 $2.9 $63.7 $81.6 $2.3 $7.9 ($8.3) $86.6 $88.5 $9.6 $18.3 $22.5 $36.7 $87.2 Pro forma Adjusted EBITDA (4) $22.9 $24.3 $12.5 $21.8 $81.6 $19.6 $30.2 $11.7 $27.0 $88.5 $9.6 $18.3 $22.5 $36.7 $87.2

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, and is not intended to be a presentation in accordance with GAAP. Adjusted EBITDA 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, this presentation may not be comparable to EBITDA or Adjusted EBITDA presentations disclosed by other companies. Adjusted EBITDA is calculated in this presentation and represents, for any relevant period, net income/(loss) plus depreciation and amortization, goodwill and long-lived asset impairment, interest expense, (income)/loss from discontinued operations, net of tax, income tax provision, other income/(expense) and equity in net loss of unconsolidated subsidiary. 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 and 5.375% Notes and 4.75% Notes that were outstanding at December 31, 2016. However, the amounts shown in this presentation for Adjusted EBITDA differ from the amounts calculated under similarly titled definitions in the Company’s Senior Secured Credit Facilities and 5.375% Notes and 4.75% 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 exchange impact on operating cash flow, which is defined as segment operating income (loss) plus depreciation and amortization. 17 Non-U.S. GAAP Measures

18 Note: See slide 17 for information regarding Darling’s use of Non-GAAP measures. Adjusted EBITDA (1) Foreign currency exchange rates held constant for comparable quarters (€1.00:USD$1.117 rate October 1, 2016 quarter; €1.00:USD $1.108 rate January 2, 2016 twelve months). Adjusted EBITDA and Pro Forma Adjusted EBITDA (US$ in thousands) December 31, October 1, December 31, January 2, 2016 2016 2016 2016 Net income/(loss) attributable to Darling $ 40,541 $ 28,694 $ 102,313 $ 78,531 Depreciation and amortization 77,468 70,653 289,908 269,904 Interest expense 22,439 23,867 94,187 105,530 Income tax expense/(benefit) 6,213 (744) 15,315 13,501 Foreign currency (gain)/loss (387) (354) 1,854 4,911 Other expense, net (1,819) 2,007 3,866 6,839 Equity in net (income)/loss of unconsolidated subsidiaries (32,746) (18,138) (70,379) (73,416) Net income attributable to noncontrolling interests 1,139 196 4,911 6,748 Adjusted EBITDA $ 112,848 $ 106,181 $ 441,975 $ 412,548 Acquisition and integration-related expenses - - 401 8,299 Pro forma Adjusted EBITDA (Non-GAAP) $ 112,848 $ 106,181 $ 442,376 $ 420,847 Foreign currency exchange impact (1) 2,481 - 1,980 - Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) $ 115,329 $ 106,181 $ 444,356 $ 420,847 DGD Joint Venture Adjusted EBITDA (Darling's Share) $ 36,721 $ 22,543 $ 87,224 $ 88,494 Three Months Ended - Sequential Twelve Months Ended - Year over Year