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) May 14, 2015

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))

Item 2.02. Results of Operations and Financial Condition.

On May 14, 2015, Darling Ingredients Inc. (the “Company”) issued a press release announcing financial results for the quarter ended April 4, 2015. A copy of this press release is attached hereto as Exhibit 99.1.

The Company will hold a conference call and webcast on Friday, May 15, 2015 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 May 14, 2015 (furnished pursuant to Item 2.02).
99.2	Slide Presentation for May 15, 2015 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: May 14, 2015	By:	/s/ John F. Sterling
		John F. Sterling
		Executive Vice President,
		General Counsel

3

EXHIBIT LIST

99.1	Press Release dated May 14, 2015 (furnished pursuant to Item 2.02).
99.2	Slide Presentation dated for May 15, 2015 Earnings Call (furnished pursuant to Item 2.02).

4

EX-99.1

Exhibit 99.1

News Release

DARLING INGREDIENTS INC. REPORTS FIRST QUARTER 2015 FINANCIAL RESULTS

• Net income of $0.1 million; Pro forma Adjusted EBITDA of $103.5 million

• Foreign exchange impact of the strengthening U.S. dollar

• Feed Segment margins normalizing

• Food Segment earnings reflect stable performance—restructure charge in the quarter

May 14, 2015 – IRVING, TEXAS – Darling Ingredients Inc. (NYSE: DAR), a global leader in converting edible and inedible bio-nutrient streams into a wide range of ingredients and specialty products for customers in the pharmaceutical, food, pet food, feed, technical, fuel, bioenergy, and fertilizer industries, today announced financial results for the first quarter ended April 4, 2015.

For the first quarter of 2015, the Company reported net sales of $874.7 million, as compared with net sales of $946.3 million for the first quarter of 2014. The $71.6 million decrease in net sales is primarily attributable to lower finished product prices, primarily global fat markets, and the foreign exchange rate impact of a weaker euro and Canadian dollar. Raw material volumes globally were stronger year over year.

Net income attributable to Darling for the three months ended April 4, 2015, was $0.1 million, or $0.00 per diluted share, compared to a net loss of $(52.8) million, or $(0.32) per diluted share, in the first three months of 2014. The Company’s first quarter 2015 results include 13 weeks of operations from the VION Acquisition, as compared to 12 weeks of operations from the VION Acquisition in the first quarter of 2014. The results for the first three months of 2015 and 2014, respectively include the following after-tax costs:

Fiscal 2015

• $2.9 million ($0.02 per diluted share) associated with integration costs.

Fiscal 2014

• $31.3 million ($0.19 per diluted share) related to a non-cash inventory step-up;

• $22.1 million ($0.13 per diluted share) related to retirement costs of the Company’s 8.5% Senior Notes;

• $13.8 million ($0.08 per diluted share) associated with acquisition and integration costs;

• $8.8 million ($0.05 per diluted share) related to euro forward contracts hedged for the closing of the VION Acquisition.

News Release May 14, 2015 Page 2

Net income and diluted earnings per share would have been $3.0 million and $0.02 per diluted share, respectively, for the first three months of 2015, as compared to $23.2 million and $0.13 per diluted share, respectively, for the first three months of 2014, without the acquisition and integration costs, noncash inventory step-up associated with the VION Acquisition, the redemption fees and write-off of deferred loan costs associated with the retirement of the Company’s 8.5% Senior Notes and the foreign exchange loss related to the closing of the VION Acquisition. When comparing the first three months of fiscal 2015 to the first three months of fiscal 2014 this would have resulted in a $(20.2) million decrease in net income. The decrease is attributable to lower finished product prices, lower equity income in unconsolidated subsidiaries and the impact of foreign exchange rates as a function of the strengthening U.S. dollar as compared mainly to the euro and Canadian dollar, which were partially offset by an increase in raw material volumes.

Comments on the First Quarter

“On a sequential basis, we have executed on a number of changes to improve operating performance in light of lower grain, protein and fat prices worldwide flowing through our business segments. We continue to focus on margin management, operating efficiencies and reduced administrative costs to offset the headwinds,” said Randall Stuewe, Darling Ingredients Inc. Chairman and Chief Executive Officer.

“The Feed Ingredients Segment saw improvement in margins. Our USA rendering business continues to deliver as predicted while Europe and Canada are delivering near investment case returns. Our USA restaurant services and bakery feeds businesses continue to face margin pressures from lower prices for fats and corn, both year over year and sequentially. Necessary procurement and organizational adjustments are being executed. Strong slaughter of poultry and hogs combined with heavier market weights showed significant increases in raw material volumes,” continued Mr. Stuewe. “Lower energy prices for natural gas and diesel in the U.S. provided some relief to this global price re-setting environment.”

“The Food Ingredients Segment saw improved performance from the gelatin business with significant recovery from the China markets from fourth quarter 2014. The closure of the Russian border continues to provide significant increases in raw materials while the oversupply continues to pressures edible fat values. Our casings business showed improved performance with stable volumes and pricing.”

“Our Fuel Ingredients Segment delivered solid earnings with the stability of Rendac, our disposal rendering business, and the contribution from our Ecoson operations. Volumes moderated within Rendac as compared to fourth quarter 2014, and we felt some margin pressure from competing energy alternatives. The Diamond Green Diesel (DGD) Joint Venture continued its strong operational performance in the first quarter of 2015 producing over 37 million gallons of renewable diesel.” Mr. Stuewe added, “While Congress has yet to act, we still anticipate the blenders tax credit to be retroactive later this year and look forward to the release by the EPA on the mandate levels for 2015-2017.”

News Release May 14, 2015 Page 3

“Overall, our business platform is solid and continues to grow organically with investments in five new processing facilities. We strive to build long term investor value creating sustainable ingredients for a growing population,” concluded Mr. Stuewe.

Reconciliation of First Quarter 2015 Net Income to Adjusted EBITDA

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). The Company believes that Adjusted EBITDA provides additional useful information to investors. As the Company uses the term, Adjusted EBITDA means:

	Three Months Ended - Year over Year
Adjusted EBITDA (U.S. dollars in thousands)	April 4, 2015		March 29, 2014
Net income/(loss) attributable to Darling	$	109	$	(52,803	)
Depreciation and amortization		66,398		65,669
Interest expense		23,109		58,857
Income tax expense/(benefit)		2,115		(18,290	)
Foreign currency loss		2,460		13,814
Other expense, net		509		1,138
Equity in net (income)/loss of unconsolidated subsidiary		1,808		(5,077	)
Net income attributable to noncontrolling interests		1,715		1,797
Adjusted EBITDA	$	98,223	$	65,105
Non-cash inventory step-up associated with VION Acquisition		—		44,831
Acquisition and integration-related expenses		5,319		15,948
Darling Ingredients International - 13th week (1)		—		4,100
Pro forma Adjusted EBITDA (Non-GAAP)	$	103,542	$	129,984
DGD Joint Venture Adjusted EBITDA (Darling’s share) (2)	$	2,346	$	9,072

(1) January 7, 2014 closed on VION Ingredients, thus the 13th week would be revenue adjusted for January 1, 2014 through January 7, 2014.

(2) Darling’s pro forma adjusted EBITDA (Non-GAAP) in the above table does not include the DGD Joint Venture adjusted EBITDA (Darling’s share) if we had consolidated the DGD Joint Venture.

For the first three months of fiscal 2015, the Company generated Adjusted EBITDA of $98.2 million, as compared to $65.1 million in the same period a year ago. The increase was primarily attributable to the reduction of nonrecurring costs incurred in the prior year as part of the VION Acquisition. On a Pro forma Adjusted EBITDA basis, the Company would have generated $103.5 million in the first quarter 2015, as compared to a Pro forma Adjusted EBITDA of $130.0 million in the

News Release May 14, 2015 Page 4

same period in 2014. The decrease in the Pro forma Adjusted EBITDA is attributable to lower finished product prices and the impact of foreign exchange rates as a function of the strengthening U.S. dollar as compared mainly to the euro and Canadian dollar, which were partially offset by an increase in raw material volumes.

As a result of the strengthened U.S. dollar, the above Pro forma Adjusted EBITDA results for the first quarter of 2015 would have been $116.4 million when taking into consideration the change in average foreign exchange (FX) fluctuations of $12.9 million as compared to the Pro forma Adjusted EBITDA of $130.0 million for the first quarter of 2014, a reduction of $13.6 million.

Reconciliation of First Quarter 2015 Adjusted EBITDA to Fourth Quarter 2014 Adjusted EBITDA

	Three Months Ended - Sequential
Adjusted EBITDA (U.S. dollars in thousands)	April 4, 2015		January 3, 2015
Net income attributable to Darling	$	109	$	69,943
Depreciation and amortization		66,398		69,039
Interest expense		23,109		24,633
Income tax expense		2,115		4,792
Foreign currency loss		2,460		1,267
Other expense/(income), net		509		(269	)
Equity in net (income)/loss of unconsolidated subsidiary		1,808		(59,547	)
Net (loss)/income attributable to noncontrolling interests		1,715		(1,155	)
Adjusted EBITDA	$	98,223	$	108,703
Acquisition and integration-related expenses		5,319		2,362
Pro forma Adjusted EBITDA (Non-GAAP)	$	103,542	$	111,065
DGD Joint Venture Adjusted EBITDA (Darling’s share) (1)	$	2,346	$	63,757

(1) Darling’s Pro forma Adjusted EBITDA (Non-GAAP) in the above table does not include the DGD Joint Venture Adjusted EBITDA (Darling’s share) if we had consolidated the DGD Joint Venture.

On a sequential basis, for the first three months of fiscal 2015, the Company generated Adjusted EBITDA of $98.2 million, as compared to $108.7 million in the three months ended January 3, 2015. On a Pro Forma Adjusted EBITDA basis, the Company would have generated $103.5 million in the first three months of fiscal 2015, as compared to a Pro forma Adjusted EBITDA of $111.1 million in the three months ended January 3, 2015, a decrease of approximately $7.6 million. The decrease in the Pro forma Adjusted EBITDA is attributable to lower finished product prices and the impact of foreign exchange rates as a function of the strengthening U.S. dollar as compared mainly to the euro and Canadian dollar.

News Release May 14, 2015 Page 5

As a result of the strengthened U.S. dollar, the above Pro forma Adjusted EBITDA results for the first three months of fiscal 2015 would have been $110.0 million when taking into consideration the change in average foreign currency fluctuations of $6.5 million as compared to the Pro forma Adjusted EBITDA of $111.1 million for the three months ended January 3, 2015, a reduction of $1.1 million.

Reconciliation (Non-GAAP) Adjusted Diluted Earnings Per Share

	Three Months Ended
Adjusted (Non-GAAP) Diluted Earnings Per Share	April 4, 2015		March 29, 2014
Weighted average shares of common stock outstanding (millions)		165,146		164,386
Reported Earnings Per Share (fully diluted)	$	—	$	(0.32	)
Non-cash inventory step-up associated with the VION Acquisition		—		0.19
Acquisition and integration costs		0.02		0.08
Amortization of intangibles		0.07		0.09
Redemption premium on 8.5% Senior Notes and write off deferred loan costs		—		0.13
Foreign currency price risk VION Acquisition		—		0.05
Adjusted diluted earnings per share attributable to Darling (Non-GAAP) (1)	$	0.09	$	0.22

(1) Adjustments to diluted earnings per share of acquisition related items are net of tax. Calculations of all adjustment tax amounts were at the applicable effective tax rate for the period, except for discrete items in fiscal 2015 and fiscal 2014. The effective tax rate used for calculating Non-GAAP Adjusted EPS in the above table for the quarter ended April 4, 2015 and March 29, 2014 was 45.9% and 30.3%, respectively.

First Quarter Segment Performance

Feed Ingredients

($ thousands)	April 4, 2015		March 29, 2014
Net Sales	$	547,498	$	586,107
Operating Income		35,414		37,533
Operating Income Bridge Adjustments:
Non-cash Inventory Adjustment		—		12,700
Adjusted Operating Income	$	35,414	$	50,233
FX Translation Impact		4,600		—
Adjusted Operating Income / FX	$	40,014	$	50,233

• Feed Ingredients operating income for the first three months of fiscal 2015 was $35.4 million, a decrease of $2.1 million as compared to the first three months of fiscal 2014. Adjusting the first three months of fiscal 2014 for the

News Release May 14, 2015 Page 6

non-cash inventory step-up associated with the VION Acquisition of approximately $12.7 million and comparing to the first three months of fiscal 2015, operating income was lower by $14.8 million. In addition, Feed Ingredients was negatively impacted by foreign exchange translation by approximately $4.6 million when using prior year average exchange rates.

• Lower earnings in the United States operations were predominantly related to lower finished product prices, particularly for fats in the Company’s non-formula business and Bakery Feeds. The $38.6 million decrease in sales were due to decreases in sales of fats $(18.8) million, proteins $(13.2) million, Bakery Feeds $(0.4) and other sales of $(6.2) million.

Food Ingredients

($ thousands)	April 4, 2015		March 29, 2014
Net Sales	$	270,157	$	293,462
Operating Income/(Loss)	$	10,847	$	(12,142	)
Operating Income Bridge Adjustments:
Non-cash Inventory Adjustment		—		31,900
Adjusted Operating Income	$	10,847	$	19,758
FX Translation Impact		6,900		—
Adjusted Operating Income / FX	$	17,747	$	19,758

• Food Ingredients operating income was $10.8 million for the first three months of 2015, an increase of $22.9 million as compared to the first three months of fiscal 2014. Adjusting the first three months of fiscal 2014 for the non-cash inventory step-up associated with the VION Acquisition of approximately $31.9 million and comparing this to the first three months of fiscal 2015, the Food Ingredients operating income for the first three months of fiscal 2015 is lower by $9.0 million. In addition, Food Ingredients was negatively impacted by foreign exchange translation by approximately $6.9 million when using prior year average exchange rates.

• The gelatin business performed well as compared to the prior year as a result of increased demand in China and lower raw material prices in other regions. The European edible fats operating income was down compared to the prior year due to the continued closure of the Russian trade border although volumes were up. The Company’s casings business improved slightly from the prior year ago period.

News Release May 14, 2015 Page 7

Fuel Ingredients

($ thousands)	April 4, 2015		March 29, 2014
Net Sales	$	57,039	$	66,723
Operating Income	$	2,494	$	2,345
Operating Income Bridge Adjustments:
Non-cash Inventory Adjustment		—		200
Adjusted Operating Income	$	2,494	$	2,545
FX Translation Impact		2,400		—
Adjusted Operating Income / FX	$	4,894	$	2,545

• Exclusive of the DGD Joint Venture, Fuel Ingredients operating income for the first three months of fiscal 2015 was $2.5 million, an increase of $0.2 million as compared to the first three months of fiscal 2014. Adjusting the first three months of fiscal 2014 for the non-cash inventory step-up adjustment of $0.2 million and comparing this to the first three months of fiscal 2015, the operating income is the same. The Fuel Ingredients segment was negatively impacted by foreign exchange translation by $2.4 million when using prior year average exchange rates.

• The DGD Joint Venture segment income for the first three months of fiscal 2015 was a loss of $(2.2) million, as compared to a profit of $4.7 million in the same period of 2014. The DGD Joint Venture was negatively impacted by lower RIN values resulting from an uncertain regulatory environment with respect to the U.S. RVO requirements for 2015.

• Volumes and demand for our Rendac and Ecoson operations in Europe were steady for the first three months of fiscal 2015.

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://ir.darlingii.com.

News Release May 14, 2015 Page 8

Darling Ingredients Inc. will host a conference call to discuss the Company’s first quarter 2015 financial results at 8:00 am Eastern Time (7:00 am Central Time) on Friday, May 15, 2015. To listen to the conference call, participants calling from within North America should dial 866-777-2509; international participants should dial 412-317-5413. Please refer to access code 10065384. Please call approximately ten minutes before the start of the call to ensure that you are connected.

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 May 22, 2015, 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 10065384. The conference call will also be archived on the Company’s website.

Use of Non-GAAP Financial Measures:

Adjusted EBITDA is presented here not as an alternative to net income, but rather as a measure of the Company’s operating performance and is not intended to be a presentation in accordance with GAAP. 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 used Adjusted EBITDA as a measure to evaluate performance and for other discretionary purposes. However, Adjusted EBITDA is not a recognized measurement under GAAP, should not be considered as an alternative to net income as a measure of operating results or to cash flow as a measure of liquidity, and is not intended to be a presentation in accordance with GAAP. 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 that were outstanding at April 4, 2015. 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, as those definitions permit further adjustments to reflect certain other non-recurring costs and non-cash charges.

In addition, the Company’s management used adjusted diluted earnings per share as a measure of earnings due to the significant merger and acquisition activity of the Company. However, an adjusted earnings per share is not a recognized measurement under GAAP and should not be considered as an alternative to diluted earnings per share presented in accordance with GAAP. Adjusted diluted earnings per share is defined as adjusted net income attributable to Darling divided by the weighted average shares of diluted common stock. Adjusted net income attributable to Darling is defined as a reconciliation of net income attributable to Darling, net of tax (i) adjusted for net of tax acquisition and integration costs related to merger and acquisitions, (ii) net of tax amortization of acquisition related intangibles and (iii) net of tax certain non-recurring items that are not part of normal operations. This measure is solely for the purpose of calculating adjusted diluted earnings per share and is not intended to be a substitute of presentation in accordance with GAAP.

Cautionary Statements Regarding Forward-Looking Information:

{This media release contains “forward-looking” statements regarding the business operations and prospects of Darling Ingredients Inc. 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,” 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; unanticipated costs or operating problems related to the acquisition and integration of Rothsay and Darling Ingredients International (including transactional costs and integration of the new enterprise resource planning (ERP) system); 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, reduced demand for animal feed, or otherwise; reduced finished product prices; continued 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) 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

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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; 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; 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. 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, Director of Investor Relations	Email: mgaither@darlingii.com
251 O’Connor Ridge Blvd., Suite 300	Phone: 972-717-0300
Irving, Texas 75038

News Release May 14, 2015 Page 10

Darling Ingredients Inc.

Condensed Consolidated Balance Sheets

April 4, 2015 and January 3, 2015

(Dollars in thousands)

	April 4, 2015		January 3, 2015
	(unaudited)
Current assets:
Cash and cash equivalents	$	112,131	$	108,784
Restricted cash		353		343
Accounts Receivable, net		376,968		409,779
Inventories		398,179		401,613
Prepaid expenses		54,848		44,629
Income taxes refundable		25,531		22,140
Other current assets		30,642		21,324
Deferred income taxes		45,139		45,001
Total current assets		1,043,791		1,053,613
Property, plant and equipment,
less accumulated depreciation, net		1,507,625		1,574,116
Intangible assets,
less accumulated amortization, net		869,800		932,413
Other assets:
Goodwill		1,255,105		1,320,419
Investment in unconsolidated subsidiaries		198,639		202,712
Other assets		67,023		71,009
Deferred income taxes		15,832		16,431
Total assets	$	4,957,815	$	5,170,713
Current liabilities:
Current portion of long-term debt	$	81,195	$	54,401
Accounts payable, principally trade		161,853		168,518
Income taxes payable		6,138		4,363
Accrued expenses		224,845		256,119
Deferred income taxes		1,540		642
Total current liabilities		475,571		484,043
Long-term debt, net of current portion		2,009,535		2,098,039
Other non-current liabilities		112,354		114,700
Deferred income taxes		402,414		422,797
Total liabilities		2,999,874		3,119,579
Commitments and contingencies
Total Darling’s stockholders’ equity:		1,852,794		1,952,990
Noncontrolling interests		105,147		98,144
Total stockholders’ equity	$	1,957,941	$	2,051,134
	$	4,957,815	$	5,170,713

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Darling Ingredients Inc.

Consolidated Operating Results

For the Periods Ended April 4, 2015 and March 29, 2014

(Dollars in thousands, except per share data)

(unaudited)

	Three Months Ended
	April 4, 2015			March 29, 2014			$ Change Favorable (Unfavorable)
Net sales	$	874,694		$	946,292		$	(71,598	)
Costs and expenses:
Cost of sales and operating expenses	$	684,521		$	775,206			90,685
Selling, general and administrative expenses		86,631			90,033			3,402
Depreciation and amortization		66,398			65,669			(729	)
Acquisition and Integration costs		5,319			15,948			10,629
Total costs and expenses		842,869			946,856			103,987
Operating income/(loss)		31,825			(564	)		32,389
Other expense:
Interest expense		(23,109	)		(58,857	)		35,748
Foreign currency loss		(2,460	)		(13,814	)		11,354
Other income/(expense), net		(509	)		(1,138	)		629
Total other expense		(26,078	)		(73,809	)		47,731
Equity in net income/(loss) of unconsolidated subsidiary		(1,808	)		5,077			(6,885	)
Income/(loss) before income taxes		3,939			(69,296	)		73,235
Income taxes expense/(benefit)		2,115			(18,290	)		(20,405	)
Net income/(loss)	$	1,824		$	(51,006	)	$	52,830
Net (income)/loss attributable to noncontrolling interests	$	(1,715	)	$	(1,797	)	$	82
Net income/(loss) attributable to Darling	$	109		$	(52,803	)	$	52,912
Basic income/(loss) per share	$	—		$	(0.32	)	$	0.32
Diluted income/(loss) per share	$	—		$	(0.32	)	$	0.32

News Release May 14, 2015 Page 12

Darling Ingredients Inc.

Consolidated Statement of Cash Flows

For the Periods Ended April 4, 2015 and March 29, 2014

(Dollars in thousands)

(unaudited)

	Three Months Ended
	April 4, 2015			March 29, 2014
Cash flows from operating activities:
Net income/(loss)	$	1,824		$	(51,006	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		66,398			65,669
Loss/(gain) on disposal of property, plant, equipment and other assets		47			(916	)
Gain on insurance proceeds from insurance settlements		(341	)		—
Deferred taxes		503			(9,499	)
Increase/(decrease) in long-term pension liability		261			(688	)
Stock-based compensation expense		1,282			8,459
Write-off deferred loan costs		—			4,330
Deferred loan cost amortization		2,409			2,452
Equity in net (income)/loss of unconsolidated subsidiaries		1,808			(5,077	)
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable		12,269			7,018
Income taxes refundable/payable		(1,857	)		(11,739	)
Inventories and prepaid expenses		(26,511	)		16,700
Accounts payable and accrued expenses		(19,985	)		(63,824	)
Other		21,133			7,671
Net cash provided/(used) by operating activities		59,240			(30,504	)
Cash flows from investing activities:
Capital expenditures		(50,838	)		(51,360	)
Acquisitions, net of cash acquired		—			(2,081,690	)
Gross proceeds from disposal of property, plant and equipment and other assets		534			1,324
Proceeds from insurance settlement		341			—
Payments related to routes and other intangibles		(753	)		(6,812	)
Net cash used by investing activities		(50,716	)		(2,138,538	)
Cash flows from financing activities:
Proceeds from long-term debt		5,943			1,797,509
Payments on long-term debt		(13,602	)		(263,971	)
Borrowings from revolving credit facility		27,428			223,310
Payments on revolving credit facility		(37,943	)		(273,474	)
Net cash overdraft financing		31,162			—
Deferred loan costs		—			(38,786	)
Issuance of commons stock		81			2,504
Minimum withholding taxes paid on stock awards		(4,469	)		(4,709	)
Excess tax benefits from stock-based compensation		(35	)		960
Distributions to noncontrolling interests		(38	)		—
Net cash provided by financing activities		8,527			1,443,343
Effect of exchange rate changes on cash		(13,704	)		(1,736	)
Net increase/(decrease) in cash and cash equivalents		3,347			(727,435	)
Cash and cash equivalents at beginning of period		108,784			870,857
Cash and cash equivalents at end of period	$	112,131		$	143,422
Supplemental disclosure of cash flow information:
Accrued capital expenditures	$	2,164		$	1,437
Cash paid during the period for:
Interest, net of capitalized interest	$	26,118		$	35,472
Income taxes, net of refunds	$	5,149		$	5,466

- END -

EX-99.2

First Quarter 2015

Earnings Conference Call

May 15, 2015

Creating sustainable food, feed and fuel

ingredients for a growing population

Randall

C.

Stuewe

Chairman

and

CEO

John

O.

Muse

EVP

Chief

Financial

Officer

Exhibit 99.2

,

,

Creating sustainable food, feed and fuel ingredients for a growing population

Safe Harbor Statement

2

This presentation contains “forward-looking” statements regarding the business operations and prospects of Darling Ingredients Inc. 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,” 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; unanticipated costs or operating problems related to the acquisition and integration of

Rothsay and Darling Ingredients International (including transactional costs and integration of the new enterprise resource planning (ERP) system); 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, reduced demand for animal feed, or otherwise; reduced finished product prices; continued 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) 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 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; 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; 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. 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.

Creating sustainable food, feed and fuel ingredients for a growing population

2015 First Quarter Overview

3

•

Adjusted EBTIDA nearly same as Q4-2014  $110,000 vs. $111,000

•

Adjustments made and margins improved in Feed and Food sectors

•

Net of energy credits in Fuel sector, Q1 performance improved

•

Global weekly raw material volumes up slightly, but one less production week in quarter

•

Gelatin performance steady

•

Large inventories globally driving working capital

•

RFS ambiguity and tax credit impacting earnings in North America

•

Foreign currency impact of $(6.5) million vs. Q4-2014

•

Versus Q1-2014---

FX Adjusted $116,000 vs. $130,000

•

Foreign currency impact of $(12.9) million vs. Q1-2014

•

USA Rendering product price declines (15-20%)

•

Bakery and Restaurant Service price declines

•

Canada Biodiesel

•

Other geographies steady

•

SG&A reductions on plan

•

Reduced debt by $19 million in quarter

•

CAPEX spending being controlled;  Q1 same as last year with 5 new plants in process

•

DGD produced over 37 million gallons of renewable diesel…

$.10 EPS if tax credit retroactive

•

Issued dividend of $25mm out of DGD in April;  debt reduced in JV by $43mm

Darling Ingredients’

chemist at

one of our corporate labs

Creating sustainable food, feed and fuel ingredients for a growing population

Three

Months

Ended

-

Sequential

Three

Months

Ended

-

Year

over

Year

April 4,

January 3,

$ Change

April 4,

March 29,

2015

2015

Favorable

(Unfavorable)

2015

2014

Revenues

$         874,694

$       1,000,203

$         (125,509)

$         874,694

$           946,292

Gross profit

190,173

205,905

(15,732)

190,173

171,086

Selling, general, and administrative expenses

86,631

94,841

8,210

86,631

90,033

Depreciation and amortization

66,398

69,039

2,641

66,398

65,669

Acquisition and integration costs

5,319

2,363

(2,956)

5,319

15,948

Interest expense

23,109

24,633

1,524

23,109

58,857

Foreign currency gain/(loss)

(2,460)

(1,267)

(1,193)

(2,460)

(13,814)

Other income/(expense), net

(509)

271

(780)

(509)

(1,138)

Equity in net income of unconsolidated subsidiary

(1,808)

59,547

(61,355)

(1,808)

5,077

Income before taxes

3,939

73,580

(69,641)

3,939

(69,296)

Income tax expense/(benefit)

2,115

4,792

2,677

2,115

(18,290)

Net income/(loss)

1,824

68,788

(66,946)

1,824

(51,006)

Net (income)/loss attributable in minority interests

1,715

1,155

(560)

1,715

1,797

Net income attributable to Darling

$               109

$            69,943

$           (69,834)

$               109

$           (52,803)

Earnings per share (fully diluted)

$                   -

$                 0.42

$              (0.42)

$                   -

$               (0.32)

Earnings Summary

4

Creating sustainable food, feed and fuel ingredients for a growing population

Adjusted (Non-GAAP) Diluted EPS

5

Three Months Ended

Fiscal Year Ended

April 4,

March 29,

January 3,

December 28,

December 29,

2015

2014

2015

2013

2012

Reported Earnings Per Share (fully diluted)

$                  -

$            (0.32)

$           0.39

$              0.91

$              1.11

Adjustments:

Non-cash inventory step-up associated with VION Acquisition

-

0.19

0.19

-

-

Acquisition and integration costs

0.02

0.08

0.13

0.13

-

Amortization of intangibles

0.07

0.09

0.32

0.16

0.15

Bridge financing

-

-

-

0.07

-

Redemption premium on 8.5% Senior Notes and write off deferred loan costs

-

0.13

0.12

-

-

Foreign currency price risk VION Acquisition

-

0.05

0.05

(0.14)

-

Adjusted

diluted

earnings

per

share

attributable

to

Darling

(non

GAAP)

$           0.09

$             0.22

$           1.20

$              1.13

$              1.26

Weighted average shares of common stock outstanding (in millions)

165,146

164,386

165,059

119,924

118,089

Note: Adjustments to diluted earnings per share of acquisition related items are net of tax. Calculations of all adjustment tax amounts were at

the applicable effective tax rate for the period, except for fiscal 2014 and fiscal 2013, which were impacted by biofuel tax incentives and

nonrecurring acquisition and integration costs. The  effective tax rate used for calculating non GAAP Adjusted EPS in the above table for the

years ended January 3, 2105, December 28, 2013 and December 29, 2012 was 37.1%, 38.5% and 36.8%, respectively.  The effective tax rate

used for calculating Non-GAAP adjusted EPS for three months ended April 4, 2015 and March 29, 2014 was 45.9% and 30.3%, respectively.

Creating sustainable food, feed and fuel ingredients for a growing population

Adjusted EBITDA

6

Adjusted EBITDA and Pro Forma Adjusted EBITDA

April 4,

January 3,

April 4,

March 29,

(US$ in thousands)

2015

2015

2015

2014

Net income attributable to Darling

$                  109

$             69,943

$                  109

$          

(52,803)

Depreciation and amortization

66,398

69,039

66,398

65,669

Interest expense

23,109

24,633

23,109

58,857

Income tax expense

2,115

4,792

2,115

-18,290

Foreign currency (gain)/loss

2,460

1,267

2,460

13,814

Other expense/(income), net

509

(269)

509

1,138

Equity in net (income)/loss of unconsolidated subsidiaries

1,808

(59,547)

1,808

(5,077)

Net income attributable to noncontrolling interests

1,715

(1,155)

1,715

1,797

Adjusted EBITDA

$              98,223

$           108,703

$            

98,223

$             65,105

Non-cash inventory step-up associated with VION Acquisition

44,831

Acquisition and integration-related expenses

5,319

2,362

5,319

15,948

Darling

Ingredients

International

-

13th

week

(1)

–

–

–

4,100

Pro Forma Adjusted EBITDA (Non-GAAP)

$           103,542

$           111,065

$           103,542

$           129,984

Foreign currency exchange impact

$              6,500

$             12,900

Pro

Forma

Adjusted

EBITDA

to

Foreign

Currency

(Non-GAAP)

(2)

$           110,000

$           111,065

$           116,400

$           129,984

DGD

Joint

Venture

Adjusted

EBITDA

(Darling's

Share)

(3)

$              2,346

$             63,757

$              2,346

$              9,072

Three Months Ended

Three Months Ended

Sequential

Year over Year

–

–

–

(1)  January 7, 2014 closed on VION Ingredients, thus the 13th week would be revenue adjusted for January 1, 2014 through January 7, 2014

(2)  Foreign currency exchange rates held constant for comparable quarters (USD/Euro 1.384 rate March 29, 2104 quarter and USD/Euro 1.247 January 3, 2015 quarter

(3)

Darling's pro forma adjusted EBITDA (Non-GAAP)in the above table does not include the DGD Joint Venture adjusted EBITDA (Darling's share) if we had consolidated the DGD      

Joint Venture

Creating sustainable food, feed and fuel ingredients for a growing population

Balance Sheet Highlights and Debt Summary

7

Debt Summary

Balance Sheet Highlights

(US$, in thousands)

April 4, 2015

Amended Credit Agreement

Revolving Credit Facility

88,604

$                   

Term Loan A

299,620

Term Loan B

1,145,098

5.375% Senior Notes due 2022

500,000

Other Notes and Obligations

57,408

Total Debt:

2,090,730

$            

April 4, 2015

Cash

112,131

$                 

Accounts receivable

376,968

Total Inventories

97,784

Net working capital

569,609

Net property, plant and equipment

1,507,625

Total assets

5,000,570

Total debt

2,090,730

Shareholders' equity

1,957,868

$            

Operational Highlights

Food Segment

8

•

Rousselot performance steady

•

Weekly raw material volumes up; extra

processing week in Q4 2014

•

Edible fat melting margins under pressure. 

Russian border closure putting additional

supplies to market.

•

CTH improving

•

Operating delta is FX impact

Note: Cost of Sales includes raw material costs, collection costs and factory costs.

$ and metric tons

(millions)

Q4

2014

Q1

2015

Delta %

Q4 to Q1

Revenue

322.0

270.2

-16.1%

Gross Margin

63.4

53.5

-15.6%

Gross Margin %

19.7%

19.8%

Operating Income/(Loss)

13.7

10.8

-21.2%

EBITDA

31.4

28.0

-10.8%

EBITDA/Revenue

9.7%

10.4%

Raw Material Processed

(millions of metric tons)

0.28

0.27

-3.6%

$31.4

($10.6)

($11.5)

$18.1

$3.7

($3.1)

$31.1

$28.0

$0

$5

$10

$15

$20

$25

$30

$35

$40

EBITDA Q4 2014

Price/Yield

Volumes

Cost of Sales

Other

Adjusted

EBITDA Q1 2015

FX Impact

EBITDA Q1 2015

EBITDA Bridge Q4 2014 to Q1 2015

(millions)

Creating sustainable food, feed and fuel ingredients for a growing population

Creating sustainable food, feed and fuel ingredients for a growing population

Feed Segment

Operational Highlights

9

•

Rendering weekly raw material volumes up globally; extra

processing week in Q4 2014

•

Rendering margins improved in light of continued price

erosion in fats

•

Bakery Feeds business challenged by lower corn markets

and expansion demands from acquisition

•

USA Restaurant Services business showed strong

volume with additional adjustments forthcoming

Note: Cost of Sales includes raw material costs, collection costs and factory costs.

US$ and metric tons

(millions)

Q4

2014

Q1

2015

Delta %

Q4 to Q1

Revenue

$606.0

$547.5

-9.7%

Gross Margin

132.5

123.5

-6.8%

Gross Margin % 

21.9%

22.6%

Operating Income

33.6

35.4

-27.6%

EBITDA

76.4

75.5

-1.2%

EBITDA/Revenue

12.6%

13.8%

Raw Material Processed

(millions of metric tons)

1.92

1.87

-2.6%

$76.4

($46.8)

$6.6

$34.9

$6.7

($2.3)

$77.8

$75.5

$20

$30

$40

$50

$60

$70

$80

EBITDA Q4 2014

Price/Yield

Volumes

Cost of Sales

Other

Adjusted

EBITDA Q1 2015

FX Impact

EBITDA Q1 2015

EBITDA Bridge Q4 2014 to Q1 2015

(millions)

Creating sustainable food, feed and fuel ingredients for a growing population

10

Nearby Malaysia Palm Oil Futures ($/MT)

Nearby CBOT Soybean Oil Futures (cents/lb)

Nearby CBOT Corn Futures (cents/bu)

Nearby CBOT Soybean Meal Futures ($/ton)

Source: Chicago Board of Trade

Creating sustainable food, feed and fuel ingredients for a growing population

Jacobsen, Wall Street Journal and Thomas Reuters Historical Pricing

11

2014

Average Jacobsen Prices (USD)

January

February

March

Q1 Avg.

April

May

June

Q2 Avg.

July

August

September

Q3 Avg.

October

November

December

Q4 Avg.

Year Avg.

BFT - Chicago Renderer / cwt

$32.28

$31.74

$38.69

$34.35

$42.60

$44.57

$40.83

$42.49

$40.00

$40.00

$35.26

$38.72

$30.21

$32.39

$32.75

$31.78

$36.77

YG - IL  / cwt

$25.71

$26.39

$30.35

$27.52

$32.50

$34.10

$34.27

$33.67

$32.60

$28.00

$26.24

$28.95

$25.18

$25.51

$26.00

$25.56

$28.95

MBM - IL / ton

$454.05

$451.58

$511.43

$473.03

$567.14

$515.71

$506.67

$530.63

$506.14

$485.48

$429.88

$473.83

$381.52

$380.56

$415.95

$392.68

$467.81

Feed Grade PM - Mid South / ton

$505.00

$508.42

$538.57

$517.33

$599.05

$605.00

$605.00

$603.02

$615.00

$608.57

$586.19

$603.25

$527.17

$476.11

$475.00

$492.76

$555.42

Pet Food PM - Mid South / ton

$775.00

$786.18

$818.45

$793.21

$837.50

$827.98

$787.50

$817.66

$827.27

$831.55

$750.00

$802.94

$738.04

$714.72

$786.79

$746.52

$790.75

Feathermeal - Mid South / ton

$770.48

$691.45

$702.38

$721.44

$737.62

$704.52

$665.71

$702.62

$692.27

$704.52

$718.10

$704.96

$705.00

$683.61

$629.29

$672.63

$700.69

2014

Average Wall Street Journal Prices (USD)

January

February

March

Q1 Avg.

April

May

June

Q2 Avg.

July

August

September

Q3 Avg.

October

November

December

Q4 Avg.

Year Avg.

Corn - Track Cental IL #2 Yellow / bushel

$4.13

$4.27

$4.60

$4.33

$4.83

$4.72

$4.43

$4.66

$3.65

$3.57

$3.23

$3.48

$2.99

$3.45

$3.78

$3.41

$3.97

2014

Average Thomson Reuters Prices (USD)

January

February

March

Q1 Avg.

April

May

June

Q2 Avg.

July

August

September

Q3 Avg.

October

November

December

Q4 Avg.

Year Avg.

Palm oil - CIF Rotterdam / metric ton

$866

$956

$911

$911

$903

$854

$860

$872

$813

$671

$726

$737

$753

$700

$700

$718

$809

Soy meal - CIF Rotterdam / metric ton

$520

$605

$589

$571

$591

$569

$538

$566

$501

$498

$438

$479

$498

$483

$478

$486

$526

QTR. Over QTR.

Year Over Year

Q4-2014

Q1-2015

%

Q1-2014

Q1-2015

%

Avg.

Avg.

Change

Avg.

Avg.

Change

$31.78

$29.66

-6.67%

$34.35

$29.66

-13.65%

$25.56

$24.58

-3.83%

$27.52

$24.58

-10.68%

$392.68

$385.12

-1.93%

$473.03

$385.12

-18.58%

$492.76

$465.00

-5.63%

$517.62

$465.00

-10.17%

$746.52

$655.12

-12.24%

$793.44

$655.12

-17.43%

$672.63

$523.77

-22.13%

$722.42

$523.77

-27.50%

$3.41

$3.66

7.33%

$4.33

$3.66

-15.47%

$718

$656

-8.64%

$911

$656

-27.99%

$486

$436

-10.29%

$571

$436

-23.64%

2015

Average Jacobsen Prices (USD)

January

February

March

Q1 Avg.

BFT - Chicago Renderer / cwt

$29.16

$29.14

$30.53

$29.66

YG - IL  / cwt

$24.54

$24.34

$24.81

$24.58

MBM - IL / ton

$402.13

$375.53

$377.95

$385.12

Feed Grade PM - Mid South / ton

$466.00

$460.26

$468.18

$465.00

Pet Food PM - Mid South / ton

$712.50

$629.61

$625.00

$655.12

Feathermeal - Mid South / ton

$538.63

$460.39

$565.00

$523.77

2015

Average Wall Street Journal Prices (USD)

January

February

March

Q1 Avg.

Corn - Track Cental IL #2 Yellow / bushel

$3.65

$3.68

$3.66

$3.66

2015

Average Thomson Reuters Prices (USD)

January

February

March

Q1 Avg.

Palm oil - CIF Rotterdam / metric ton

$619

$698

$652

$656

Soy meal - CIF Rotterdam / metric ton

$456

$442

$410

$436

Q1-2014

Q4-2014

Q1-2015

USD/EURO Avg. Exchange Rates

1.384

1.247

1.127

Creating sustainable food, feed and fuel ingredients for a growing population

12

Operational Highlights

Fuel Segment

•

Ecoson delivering solid results, improving margins

•

Rendac volumes moderated compared to Q4 some

margin compression with lower crude oil

•

Weekly raw material volumes up, extra processing

week in Q4 2014

•

Variance is energy credits received in Q4

Note: Cost of Sales includes raw material costs, collection costs and factory costs.

$ and metric tons

(millions)

Q4

2014

Q1

2015

Delta %

Q4 to Q1

Revenue

72.2

57.0

-21.1%

Gross Margin

10.0

13.2

32.0%

Gross Margin %

13.9%

23.1%

Operating Income

10.9

2.5

-77.1%

EBITDA

16.9

9.1

-46.2%

EBITDA/Revenue

23.4%

16.0%

Raw Material Processed *

(millions of metric tons)

0.33

0.30

-9.1%

*Excludes raw material processed at the DGD joint venture.

Note:

Assuming the $1.00/gallon

biodiesel tax credit is

reinstated for 2015 the Q1

EBITDA for Darling’s share of

DGD would have been

approximately

$17.3

million.

This includes a $1.00/gallon

per 34.6 million gallons sold

of renewable diesel in 1Q

2015. Although the Company

remains optimistic, there can

be no assurance the tax

credit will be reinstated.

Diamond Green Diesel (50% Joint Venture)

US$ (millions)

Q4

2014

Q1

2015

Delta %

Q4 to Q1

EBITDA (Darling's share)

63.7

2.3

-96.4%

Gallons Produced

40.0

37.5

-6.3%

$16.9

($2.5)

($6.6)

$13.7

($11.4)

$10.1

$9.1

$0

$5

$10

$15

$20

$25

EBITDA Q4 2014

Price/Yield

Volumes

Cost of Sales

Other

Adjusted

EBITDA Q1 2015

FX Impact

EBITDA Q1 2015

EBITDA Bridge Q4 2014 to Q1 2015

(millions)

($1.0)

Creating sustainable food, feed and fuel ingredients for a growing population

o

The U.S. dollar has strengthened against most of the functional currencies used by the

Company’s non-domestic operations.

o

Using actual results for fiscal year 2014 and comparing the yearly average rates to the

average rates for the first three months of 2015, the impact of the strengthened dollar

would result in an annual decrease in net sales and operating income of approximately $298

million

and approximately $31 million, respectively if the same amount of non-domestic

operations were attained in fiscal 2015.

o

The U.S. dollar continues to strengthen at the timing of this filing. The impact is mainly

affected by the drop in the Euro in comparison to the U.S. dollar.

Foreign Currency Impact

Assumptions:

13

Avg. 2014

Avg. Q1 2015

Euro/USD

1.32704

1.126696

CAD/USD

.90446

.803378

Exchange Rate:

Creating sustainable food, feed and fuel ingredients for a growing population

Upcoming Conference Appearances

14

o

BMO Farm to Market Conference

May 20, 2015

Grand Hyatt –

New York City

o

Avondale Partners Conference

June 3, 2015

Millennium

Broadway

Hotel

–

New

York

City

o

Oppenheimer Consumer Conference

June 24,2015

The

Four

Seasons

–

Boston,

MA

Appendix –

Additional Information

15

Creating sustainable food, feed and fuel ingredients for a growing population

Operational Highlights

Food Segment

(1)

Has

impact

of

inventory

step-up

in

1

st

and

2

nd

quarter.

(2)

Exclusive

of

non-cash

inventory

step-up

and

Darling

Ingredients

International

13

th

week.

(3)

Raw material process volumes for the first quarter have been adjusted to be consistent with the

presentation of the second quarter figures.

16

(A)   Quarters 1, 2 and 3 revenues have been adjusted for re-class between sales and cost of sales.

•

Gelatin business performed nicely;

China normalizing and South

American margins adjusting to supply

and currency

•

European edible fats business

volumes remained strong

•

CTH showed improved margins on

hog casings

$ and metric tons

(millions)

Q1

2014

Q2

2014

Q3

2014

Q4

2014

Total

Delta %

Q3 to Q4

Revenue

(A)

293.5

331.4

301.4

322.0

1,248.3

6.8%

Gross Margin

(1)

62.3

65.3

64.2

63.4

255.2

-1.3%

Gross Margin %

(1)

21.2%

19.7%

21.3%

19.7%

20.4%

Operating Income/(Loss)

(2)

(12.1)

11.3

14.0

13.7

26.9

-2.1%

Adjusted Operating Income

(1)

19.8

14.7

14.0

13.7

62.2

-2.1%

EBITDA

(2)

5.3

30.9

32.6

31.4

100.2

-3.7%

Adjusted EBITDA

(1)

38.3

34.3

32.6

31.4

136.6

-3.7%

Adjusted EBITDA/Revenue

13.0%

10.4%

10.8%

9.7%

10.9%

Raw Material Processed

(millions of metric tons)

0.25

(3)

0.27

0.26

0.28

1.06

7.7%

Creating sustainable food, feed and fuel ingredients for a growing population

Feed Segment

Operational Highlights

(1)

Has

impact

of

inventory

step-up

in

1

st

and

2

nd

quarter.

(2)

Exclusive

of

non-cash

inventory

step-up

and

Darling

Ingredients

International

13

th

week.

(3)

Raw material process volumes have been adjusted to include additional blending materials.

17

(A)   Quarters 1, 2 and 3 revenues have been adjusted for re-class between sales and cost of sales.

•

Lower finished product pricing in

4

th

quarter, primarily in fats

•

Protein prices eased, but

demand remained strong

•

Strong raw material volumes

•

Raw material procurement

formulas being adjusted globally

US$ and metric tons

(millions)

Q1

2014

Q2

2014

Q3

2014

Q4

2014

Total

Delta %

Q3 to Q4

Revenue

(A)

$586.1

$622.1

$607.3

$606.0

$2,421.5

-0.2%

Gross Margin

(1)

142.5

165.4

132.5

132.5

572.9

0.0%

Gross Margin %

(1)

24.3%

26.6%

21.8%

21.9%

23.7%

Operating Income

(2)

37.5

74.7

46.4

33.6

192.2

-27.6%

Adjusted Operating Income

(1)   

52.4

76.2

46.4

33.6

208.6

-27.6%

EBITDA

(2)

76.1

114.6

84.2

76.4

351.3

-9.3%

Adjusted EBITDA

(1)

90.9

116.1

84.2

76.4

367.6

-9.3%

Adjusted EBITDA/Revenue

15.5%

18.7%

13.9%

12.6%

15.2%

Raw Material Processed

(3)

(millions of metric tons)

1.73

1.73

1.73

1.92

7.11

11.0%

Creating sustainable food, feed and fuel ingredients for a growing population

Feed Segment Reduction Explained-

2013 vs. 2014

18

Feed Segment

Lower N.A. domestic fats

Lower USA export fat values

Lower Bakery Feeds earnings

FX translation impact

2013

2014

YG     $762/mt      $638/mt

16% decline

2013

2014

Corn   $6.22/bu         $4.23/bu

32% decline

2013

2014

EURO/USD       1.3279          1.32704

2013

2014

East coast   $876/mt      $718/mt

18% decline

•

Lower fat prices drove majority of

earnings decline

•

Lag affect when adjusting raw

material costs

•

USA reduced export premiums

to Europe

•

UCO collection business which is

non-formula

•

Fallen stock collection business

•

Ambiguous renewable fuel

policies in USA and Europe

affected fat prices.

•

Bakery Feeds earnings reduced

significantly with declining corn

price

•

FX impact in Canada and

significantly weaker Euro in Q4

of 2014.

Note: 2013 Pro Forma

Rail and truck loading at Jacksonville, MS facility.

See Cautionary Statement at end of this presentation.

0.90446

0.9706

CA/USD

Creating sustainable food, feed and fuel ingredients for a growing population

Feed Ingredients Segment

Change in Net Sales 1Q 2014 to 1Q 2015

19

Fats

Proteins

Bakery

Other

Total

Net Sales First Quarter 2014

201.7

$           

233.2

$             

54.2

$               

97.0

$               

586.1

$       

Changes:

Increase in sales volumes

10.7

7.3

10.9

-

28.9

Decrease in finished good prices

(22.6)

(3.4)

(11.3)

-

(37.3)

Decrease due to currency exchange rates

(6.9)

(17.1)

-

-

(24.0)

Other change

-

-

-

(6.2)

(6.2)

Total Change:

(18.8)

$            

(13.2)

$             

(0.4)

$                

(6.2)

$                

(38.6)

$       

Net Sales First Quarter 2015

182.9

$           

220.0

$             

53.8

$              

90.8

$              

547.5

$       

Creating sustainable food, feed and fuel ingredients for a growing population

Operational Highlights

Fuel Segment

20

(1)

Has impact of inventory step-up in 1st quarter.

(2)

Exclusive of non-cash inventory step-up and Darling Ingredients Int'l 13th week.

(3)

Raw material process volumes for the first quarter have been adjusted to be consistent

with the presentation of the second quarter figures.

(A)  Quarters 1, 2 and 3 revenues have been adjusted for re-class between sales and cost of sales.

$ and metric tons

(millions)

Q1

2014

Q2

2014

Q3

2014

Q4

2014

Total

Delta %

Q3 to Q4

Revenue

$66.7

77.7

70.0

72.2

286.6

3.1%

Gross Margin

15.3

15.9

17.8

10.0

59.0

-43.8%

Gross Margin %

21.1%

20.5%

25.4%

13.9%

20.6%

Operating Income

(2)

2.3

5.2

2.8

10.9

21.2

289.3%

Adjusted Operating Income

(1)

3.5

5.2

2.8

10.9

22.4

289.3%

EBITDA

(2)

9.7

11.1

11.5

16.9

49.2

47.0%

Adjusted EBITDA

(1)

10.9

11.1

11.5

16.9

50.4

47.0%

Adjusted EBITDA/Revenue

16.3%

14.3%

16.4%

23.4%

17.6%

Raw Material Processed *

(millions of metric tons)

0.23

(3)

0.24

0.26

0.33

1.07

26.9%

*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

Delta %

Q3 to Q4

EBITDA (Darling's share)

$9.1

5.9

2.9

63.7

$81.6

2196.6%

•

Diamond Green Diesel, as well as our

biodiesel operations in Canada and

US, received the Tax Credit Benefit

for 2014

•

DGD running in excess of

11,000 barrels per day of input

feedstock

•

New Ecoson biogas plant in Son,

Netherlands is on line

Creating sustainable food, feed and fuel ingredients for a growing population

Non-U.S. GAAP Measures

21

Adjusted EBITDA is presented here not as an alternative to net income, but rather as a measure of the Company’s operating 

performance and is not intended to be a presentation in accordance with GAAP. 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 used Adjusted EBITDA as a measure to evaluate performance and for other discretionary 

purposes. However, Adjusted EBITDA is not a recognized measurement under GAAP, should not be considered as an alternative to 

net income as a measure of operating results or to cash flow as a measure of liquidity, and is not intended to be a presentation in 

accordance with GAAP. 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 that were outstanding at 

April 4, 2015. 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, as those definitions permit further 

adjustments to reflect certain other non-recurring costs and non-cash charges.

In addition, the Company’s management used adjusted diluted earnings per share as a measure of earnings due to the significant 

merger and acquisition activity of the Company. However, adjusted earnings per share is not a recognized measurement under 

GAAP and should not be considered as an alternative to diluted earnings per share presented in accordance with GAAP. Adjusted 

diluted earnings per share is defined as adjusted net income attributable to Darling divided by the weighted average shares of diluted 

common stock. Adjusted net income attributable to Darling is defined as a reconciliation of net income attributable to Darling, net of 

tax (i) adjusted for net of tax acquisition and integration costs related to merger and acquisitions, (ii) net of tax amortization of 

acquisition related intangibles and (iii) net of tax certain non-recurring items that are not part of normal operations. This measure is 

solely for the purpose of calculating adjusted diluted earnings per share and is not intended to be a substitute of presentation in 

accordance with GAAP. 

Creating sustainable food, feed and fuel ingredients for a growing population

Cautionary Statement Regarding Unaudited

Pro Forma Financial Information

22

ASSUMPTIONS

The key assumptions that were used to prepare the Unaudited Pro Forma Financial Information includes, but is not limited to the following:

The Unaudited Pro Forma Financial Information is not intended to and in fact does not comply with Regulation S-X Article 3;

The Unaudited Pro Forma Financial Information assumes that the acquisitions of Darling Ingredients International and Rothsay occurred on January 1, 2012, and have  been presented herein on a

combined basis.  Thus, the presentation effectively combines the historic financial information (unless as otherwise noted below) of the respective businesses and does not eliminate any net sales 

and the profit related thereto for any transactions between Darling Ingredients Inc. and Darling Ingredients International (formerly known as VION Ingredients), or Darling Ingredients Inc. and 

Rothsay for periods prior to the respective acquisition dates;

For periods prior to January 7, 2014, the Unaudited Pro Forma Financial Information for Darling Ingredients International is based on the company’s underlying Dutch GAAP financial statements, 

which have been converted to US GAAP taking into account all known and material Dutch – US GAAP adjustments;

For periods prior to January 7, 2014, the Unaudited Pro Forma Financial Information for Darling Ingredients International does not reflect the application of purchase accounting in accordance with 

ASC 805 and hence, the recognition of Darling Ingredients International’s assets and liabilities assumed at their respective fair values.  Thus, there is no non-cash inventory step-up adjustment for 

any financial period presented that excludes the twelve months ended January 3, 2015;

For periods prior to October 28, 2013, the Unaudited Pro Forma Financial Information for Rothsay is based on the Rothsay  statement of assets acquired and liabilities assumed and the related 

statement of net revenues and direct costs and operating expenses, which were prepared under US GAAP;

For periods prior to October 28, 2013, the Unaudited Pro Forma Financial Information for Rothsay does not reflect the application of purchase accounting in accordance with ASC 805 and hence, 

the recognition of Rothsay’s assets and liabilities assumed at their respective fair values.  Thus, there is no non-cash inventory step-up adjustment for any financial period presented that excludes 

the three months ended December 28, 2013;

No procedures were performed by management to ensure that the Unaudited Pro Forma Financial Information for Darling Ingredients International or Rothsay for the fiscal year 2013 reflects an 

appropriate cut-off with respect to sales transactions, expense accruals, payroll, or other similar income statement items that could have an impact on the net sales and Pro Forma Adjusted 

EBITDA presented herein;

Prior to the acquisition by Darling Ingredients Inc. neither Darling Ingredients International Inc. nor Rothsay prepared segment financial information in accordance with segments reflected in the 

Unaudited Pro Forma Financial Information reflected herein; therefore, the allocation of SG&A costs to the respective segments for periods prior to the respective acquisition were based upon the 

allocation methodology utilized for Q4 2014;

The foreign currency translation rate for net sales and Pro Forma Adjusted EBITDA was based on the average rate for each of the respective periods presented. 

1.

2.

3.

4.

5.

6.

7.

8.

9.

The unaudited pro forma financial information (“Unaudited Pro Forma Financial Information”) presented in the Financial Section pages of this presentation was prepared by Darling management and is based upon (i) Darling 

audited financial statements for the fiscal years ended December 29, 2012 and December 28, 2013, respectively, (ii) VION Ingredients audited financial statements for the year ended December 31, 2012 as prepared under Dutch 

GAAP, but including a US GAAP reconciliation footnote, (iii) VION Ingredients unaudited condensed consolidated and combined interim financial statements for the twelve months ended December 31, 2013 as prepared under 

Dutch GAAP, but including a US GAAP reconciliation footnote; (iv) the Rothsay audited statement of assets acquired and liabilities assumed and the related statement of net revenues and direct costs and operating expenses for 

the fiscal year ended December 29, 2012 and (v) Rothsay unaudited statement of assets acquired and liabilities assumed and the related statement of net revenues and direct costs and operating expenses for the fiscal year 

ended December 28, 2013.

Darling is presenting the Unaudited Pro Forma Financial Information for informational purposes only.  Darling believes that the Unaudited Pro Forma Financial Information was prepared in good faith and on a reasonable basis 

based on the best information available at the time of its preparation. The Unaudited Pro Forma Financial Information, however, is not fact.  The Unaudited Pro Forma Financial Information was not intended to be used as 

predictive of future performance.  It was not prepared in compliance with the requirements of GAAP, the published guidelines of the SEC regarding pro forma information, or the guidelines established by the American Institute 

of Certified Public Accountants for preparation and presentation of pro forma financial information. Darling’s independent public auditor has not audited or reviewed the Unaudited Pro Forma Financial Information. The inclusion 

of the Unaudited Pro Forma Financial Information in this presentation should not be regarded as a representation that Darling or any of its officers, affiliates, advisors, or representatives consider the Unaudited Pro Forma 

Financial Information to be a reliable prediction of future events or results, or a representation that actual results would have been comparable had the Transactions occurred on the dates indicated, and the information should 

not be relied upon as such.  

Darling acquired Rothsay on October 28, 2013 and VION Ingredients on January 7, 2014.  Neither Rothsay nor VION Ingredients had been operated as a stand-alone business prior to the respective acquisitions, but rather as 

divisions of their respective parent entities. Management does not believe that the Unaudited Pro Forma Financial Information is necessarily indicative of future performance of Darling, and in fact, actual performance may differ 

significantly (either better or worse) from the performance indicated in the Unaudited Pro Forma Financial Information due to (i) the challenges inherent in integrating the businesses of Darling, Rothsay and VION Ingredients, (ii) 

changes to Darling’s operations and strategy that may have been implemented or may be implemented in the future as a result of the Transactions or otherwise, and (iii) numerous other potential risks and uncertainties, 

including, but not limited to, those set forth under “Risk Factors” in the Form 10-K of Darling for the year ended January 3, 2015, which was filed with the SEC on March 4, 2015.  Investors are cautioned not to rely on the 

Unaudited Pro Forma Financial Information as a measure of future performance. There can be no assurance that the results indicated in Unaudited Pro Forma Financial Information would have been realized had the Transactions 

taken place on the dates assumed in the Unaudited Pro Forma Financial Information or that actual results for the combined entity will not be materially different. Pro forma information is inherently unreliable and should not be 

used as the basis for an investment decision. Darling does not undertake to revise or update the Unaudited Pro Forma Financial Information, even if some or all of the assumptions utilized in preparing the information proves to 

be wrong.