EX-99.2

First Quarter 2015

Earnings Conference Call

May 15, 2015

Creating sustainable food, feed and fuel

ingredients for a growing population

Randall

Stuewe

Chairman

and

CEO

John

Muse

EVP

Chief

Financial

Officer

Exhibit 99.2

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

Safe Harbor Statement

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

•

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

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

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

Adjusted (Non-GAAP) Diluted EPS

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

Acquisition and integration costs

0.02

0.08

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

(0.14)

Adjusted

diluted

earnings

per

attributable

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

Adjusted EBITDA and Pro Forma Adjusted EBITDA

April 4,

January 3,

April 4,

March 29,

(US$ in thousands)

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

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

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

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

•

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)

2014

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

$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

•

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)

2014

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

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

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

$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

$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

$903

$854

$860

$872

$813

$671

$726

$737

$753

$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.

Change

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

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

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)

2014

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)

2014

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

$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:

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

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,

Appendix –

Additional Information

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

Operational Highlights

Food Segment

(1)

Has

impact

inventory

step-up

and

quarter.

(2)

Exclusive

non-cash

inventory

step-up

and

Darling

Ingredients

International

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.

•

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)

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

inventory

step-up

and

quarter.

(2)

Exclusive

non-cash

inventory

step-up

and

Darling

Ingredients

International

week.

(3)

Raw material process volumes 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.

•

Lower finished product pricing in

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)

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

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

1.92

7.11

11.0%

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

Feed Segment Reduction Explained-

2013 vs. 2014

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

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)

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

(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)

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)

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

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

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.

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.