Investor presentation

Forward-Looking Statements

This presentation contains forward-looking statements regarding the business operations of Darling and the industry in which it

operates.

These

statements

are

identified

words

such

“may,”

“will,”

“expect,”

“believe,”

“intend,”

“anticipate,”

“should,”

“estimate,”

“continue,”

and other words referring to events to occur in the future. These statements reflect Darling'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,

including business and economic conditions in its existing markets that could cause actual results to differ materially from those

projected in the forward-looking statements. Other risks and uncertainties regarding Darling, its business and the industry in

which it operates are referenced from time to time in the Company's filings with the Securities and Exchange Commission.

Darling 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.

This presentation also contains information about Darling’s adjusted EBITDA, adjusted net income and adjusted earnings per

share, which are not measures derived in accordance with GAAP and which exclude components that are important to

understanding Darling’s financial performance. Investors should recognize that these non-GAAP measures might not be

comparable to similarly titled measures of other companies. These measures should be considered in addition to, and not as a

substitute for or superior to, any measure of performance, cash flows or liquidity prepared in accordance with accounting

principles generally accepted in the United States.

Founded in 1882 and headquartered in Irving, TX

Approximately 3,300 employees

Listed on the NYSE (DAR)

LARGEST

renderer with over 130 locations nationwide in 42 states

LARGEST bakery waste recycler in the United States

LARGEST

waste cooking oil recovery business in the country

LARGEST grease trap maintenance business in the U.S.

One

LARGEST

private

fleets

tractors,

trucks

and

trailers

U.S.

–

over

5,000

units

Seeking financing to begin construction of LARGEST animal fat to hydrocarbon facility in the world

with Valero Energy Corporation as our partner.

Converting

Waste

Streams

into

“Value-Added”

Ingredients

for

Feed

and

Fuel

WE are America’s Leading Provider of Rendering, Recycling

and Recovery Solutions to the Nation’s Food Industry

Our Platform

Rendering Segment

Cooking of non-edible meat products (beef, pork,

poultry) into usable ingredients

Collection and processing of used cooking oil &

wastewater to produce ingredients for animal feed or

bio-fuel

Operate small bio-diesel plant in Butler, KY since

1999

Renewable Diesel Plant to be built with Valero

Potential facility in San Francisco

Renewable Fuels—”Coming Soon”

Collection of dough, ingredients and

sub-standard finished products to produce

high-calorie ingredients for animal feed

Bakery Segment

Key Suppliers

End Products

o

Slaughter houses

o

Grocery stores

o

Food service preparation

o

Animal mortalities

o

Fats & Greases

o

Meat and bone meal

o

Poultry meals

Key Suppliers

End Products

o

Restaurant chains

o

Grocery stores

o

Food processing facilities

o

Yellow grease

o

Brown grease

Key Suppliers

End Products

o

Commercial bakeries

o

Snack food companies

o

High-calorie animal

feed

ingredients

Rendering…. Inedible meat processing

Source: NRA/Harvard Risk Assessment, Supplier Relations U.S.

Over 200,000 Suppliers providing raw material

o

Meat production to feed the world

o

Integrated meat processers selectively moving to

outsource rendering activities

o

Consumer expectations of leaner meat products

Finished product prices increasing

o

Global bio-fuel mandates

o

A growing global population

o

Chinese consumption of soybeans and corn

Animal and food by-product recycling industry is

“mission critical”

in the food supply chain

Most efficient and environmentally sound disposal

alternative...reduces greenhouse gas (GHG)

~70 billion pounds of inedible by-products generated

annually

Rendering Industry

Rendering Drivers

Rendering –

turning this…

….into this

What Does Rendering Do?

The industry does all of this within hours of receiving raw materials,

versus the weeks or months it takes some popular alternative methods

Kills pathogenic organisms

o

Pathogens that may threaten human and animal health thrive on perishable organic materials

Protects the environment

Recycles nutrients:

o

For use in animal feed and in fertilizer

o

Prevents loading of soil with nitrogen and phosphorus

Recycles carbon:

o

Rendering captures carbon and nitrogen to avoid greenhouse gas emissions

o

Rendering

captures

many

times

carbon

than

emits

from

its

processes

Recycles energy:

o

Captures the energy in the raw materials and packages it into stable products that can be stored, transported and

used easily

o

All rendered products contain significant amounts of energy

o

Fats, greases and oils are nature’s way of concentrating and storing energy

o

Whether energy is measured in calories or as BTU, it is still energy

Provides control, verification and traceability to regulatory agencies and the public that condemned or

expired meat products are not re-used as human food

Rendering: Producing Sustainable Green

Ingredients for Feed and Fuel

Rendering

Animal Fats

Animal Proteins

Pet

Food

Poultry

Feed

Hog

Feed

Animal

Feed

Pet

Food

Renewable

Fuels

Soap

Fertilizer

Lubricants

Textiles

Plastics

Shampoo

Emulsifiers

Cleaners

Creams

Esters

Paints

Plastics

Lubricants

Inks

Glues

Solvents

Antifreeze

Explosives

Rubber

Plastics

Tires

Lubricants

Finished

Products

Component

By-Products

Component

By-Products

Applications

Linoleic

Acid

Oleic

Acid

Glycerine

Stearic

Acid

Hides

Leather

Shoes

Garment

Auto Industry

Bakery Segment

Bakery Industry

5-10% of “scrape”

rate and growing

Additional food safety regulations and traceability

should help “scrape”

rates grow

Top tier food processors committed to stringent

sustainability initiatives require reliable company to

pick up and ensure product does not go to landfill or

get into food chain

DAR real estate allows for new growth opportunities

Finished product prices increasing

o

100% tied to corn

o

Priced as ingredient to poultry feed

o

Ethanol and Chinese demand will drive continued corn

price firmness

Approximately 3.0 million tons of bakery waste is

created annually.

Service commercial baking, snacks, cookies and

crackers

Distribution centers are growing in importance

Commercial Baking Growth Drivers

Inputs Key Driver –

Animal Production

33 million cattle

(49% of live weight not used for human food)

110 million hogs

(44% not used for human food)

8-9 billion chickens

(37% not used for human food)

245 million turkeys

(36% not used for human food)

o

World population growth

o

U.S. is most efficient animal producer

o

Highest quality product in the world

U.S. Protein Production (million pounds)

U.S. Animal Agriculture Annual

Processing Volume

Producing approximately 68 Billion pounds of raw material

10,000

20,000

30,000

40,000

50,000

1970

1977

1984

1991

1998

2005

2012

2019

Poultry

Beef

Pork

1970–2009 CAGR: 3.8%

1970–2009 CAGR: 0.5%

1970–2009 CAGR: 1.2%

Source: Equity Research, USDA

Positive Industry

Fundamentals

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

OTHER ADVANCED BIOFUEL

0.2

0.3

0.5

0.75

1.0

1.5

2.0

2.5

3.0

3.5

4.0

BIOMASS BASED DIESEL

1.15

0.8

1.0

CELLULOSIC BIOFUEL

0.1

0.25

0.5

1.0

1.75

3.0

4.25

5.5

7.0

8.5

10.5

13.5

16.0

CORN BASED ETHANOL

12.0

12.6

13.2

13.8

14.4

15.0

0.0

5.0

10.0

15.0

20.0

25.0

30.0

35.0

40.0

Inputs Key Driver –

Commodity Momentum

While the agriculture complex is near historical

highs, it is not supply-constrained but is demand-

driven by global BIOFUEL mandates and strong

Chinese demand

Fuel mandates for ethanol and bio-mass fuels

continue to be implemented here and abroad

Renewable Fuel Standard 2 is our driver in the

United States

Tightening

“Fossil”

crude

oil

supplies

are

constructive

No room in S&D for supply interruption globally for

any crop

Advanced

Biofuels

Source: EPA RFS2

Positive Industry

Fundamentals

Corn and Veg. Oil prices should

remain firm for the foreseeable

future!

RFS2

Darling’s National Platform –

A superior Platform to Assist Customers Nationwide

Network of over 130 facilities from coast to coast

Breadth to service national accounts

Footprint that allows Darling to grow organically and acquisitively

Darling International

Griffin Industries

Griffin locations only

Darling and Griffin locations

Darling locations only

#1 Platform Across

the Food Recycling

Spectrum

Attractive Business Model

“Formula”

basis: fixed margin processing relationship with suppliers

“Non-formula”

basis: suppliers either paid a fixed price, not paid, or charged for the expense of collection

Finished product—

Value Addition

Raw material

procurement

Raw material

volume

Product yield

Natural gas and

diesel

prices

Processing & collecting

expenditures

We create value added ingredients from our inputs

Products are substitutes for corn, soybean oil and soybean meal

Quantity of raw material collected from Rendering, Bakery and Restaurant Services suppliers

Feed stock available to convert into finished goods

Yield on production (production volume / raw material volume) impacted by:

o

Quality of raw material

o

Type of raw material

Exposure to natural gas used for cooking and drying of material

o

Mitigated by ability to burn fats

Exposure to fuel prices through use of diesel fuel for trucks and tractor-trailers

Pricing formulas generally protect against natural gas and fuel price fluctuations

Labor cost

Replacement capex and equipment maintenance

Fuel and utilities

Other operating expenses

Key Metrics

Attractive Business

Model with Solid

Risk Management

Built-In Margin and

Risk Management Tools

Darling Procurement

Darling Formula Pricing Example

Industry has evolved to a shared risk

procurement model

Pricing protocols reduce exposure to commodity

price fluctuation and provide minimum margins

Raw materials procured under two main pricing

arrangements:

o

Formula based Rendering (~70% of total

raw material volume)

o

Used cooking oil (~45% of total raw material volume)

o

Bakery waste is 100% formula tied to corn

Non-formula business generally has a service fee

o

Require supplier to pay Darling for waste removal

service

o

Adjusted to ensure collection costs are covered

Product

Finished price

Total yield

Animal Fats

$30.00cwt

26%

Protein Meals

$15.00cwt

22%

Note: Yield is based on individual supplier’s historical yields and is adjusted as needed

Product

Finished price

Total yield

Value

Animal Fats

$30.00cwt

26%

$7.80

Protein Meals

$15.00cwt

22%

$3.30

Finished product sales value

$11.10

Darling conversion cost with Energy adjuster

($6.00)

Darling fixed margin

($1.50)

Total processing cost

($7.50)

(Charge) / Rebate to supplier per cwt

$3.60

Source: Company Management

Note: When finished product sales value covers Darling’s cost and fixed spread, a rebate to the

supplier is generated. Conversely, when the finished product sales value is less than Darling’s

cost and fixed spread, the supplier is charged for the difference.

Indicative Formula Terms

Theoretical Finished Product Sales Value

Theoretical Darling (Charges)/Rebate to Supplier

Attractive Business

Model with Solid

Risk Management

National footprint will provide customer growth opportunities and potential

margin expansion

Value-adding of product streams and new waste inputs

Meaningful synergy opportunity

Bakery business will continue to expand and provide new geographic

opportunities for growth

Continue historical trend of bolt-on acquisitions

Solid history of successful integrations

Growth and EBITDA Expansion

Growth and Margin

Expansion

Opportunities

Growth and EBITDA Expansion Opportunities

Focus on Premium and Value

Added Products

Strategic Focus on Premium and Value-Added Products

Premium

Products

Pricing

Relative

Commodity

Meals

Griffin’s

Focus

Value-Add

and

Branding

Ingredients

Opportunity to move more of Darling’s

products into Griffin’s premium/value-added

products

Differentiated and value-added products drive

premium pricing

Value-added products sell for a significant

premium to commodity products

Provides margin expansion for Darling

Commodity Feed

Grade Poultry Meal

Griffin Pet –

Grade

Poultry Meal

Griffin Poultry Meal

(Flash Dried)

Griffin Low Ash

Poultry Meal

Source: Company Management

Growth and Margin

Expansion

Opportunities

Synergy….delivery of value

Routing improvements (Florida, Georgia, Indiana, Ohio and Texas in 2011)

o

Closure of transfer stations & some small processing plants

o

Completed Florida integration in February, Georgia and Texas

underway

Scale and arbitrage of finished products to proper markets

Realignment of our “Procurement and Services”

organizations

National footprint will assist in servicing national chain restaurants

Back office efficiencies

While limited overlap exists geographically, there is still significant

opportunity to capture synergies over time

Growth and Margin

Expansion

Opportunities

A proven track record of growth…

Dec 2004

Burrows Industries,

Inc. dba Minuteman

Pumping

So CA

July 2007

Ace Grease Service

KC metro

Oct 2005

Southeastern

Maintenance &

Construction Inc.

FL, GA

Dec 2009

Sanimax USA

Great Lakes

May 2006

National By-

Products, LLC

Midwest US

2004

2005

2006

2007

2008

2009

2010

Dec 2008

J&R Rendering, Inc.

NYC metro

Aug 2008

API Recycling, div

of American

Proteins Inc.

Feb 2009

Boca Transport,

Inc.

June 2010

Nebraska By-

Products

NE, KS

On December 17, 2010 we acquired Griffin Industries for $840 million.

Growth and Margin

Expansion

Opportunities

Since 2003, Darling has acquired and integrated 10 companies investing over $1.1 Billion

A Potential Game Changer……

Low quality animal fats to hydrocarbon

Green Diesel

Joint Venture

Proposed 50/50 JV with Valero subject to DOE Loan

Located adjacent to Valero’s St. Charles Refinery

Creates a new market for Darling’s feed stocks

Represents significant margin opportunity

Creates a natural hedge for Darling’s animal fat

products and improves pricing dynamics

Darling to commit $93 million of equity over the next

three years and the JV received conditional

commitment for a $241 million DOE loan on January

20, 2011

JV 10-year look back of ~$108 million of estimated

average annual EBITDA

Implementing next-generation renewable diesel technology

to open a new market for fats and oils

What is Diamond Green Diesel?

9,300 Barrel Per Day

US$ million

Total Project Cost

~ $427

Partners Capital

$186

DOE Investment

$241

Animal Fat

1.1 billion lbs

Renewable

Diesel

LPG’s &

Naphtha

136.7 million

gallons

21.7 million

gallons

Annual

Source: Company Management

Note: Total Project Cost include cost to construct of approximately $360 million, working capital, and other deal

related costs (a portion of which may be returned at a later date).

Joint Venture between Darling International & Valero Energy Corporation

Ownership: 50/50

Management: Valero employees reporting to/directed by Joint Venture Board

Renewable Diesel Plant

Located next to Valero St. Charles

Refinery; Norco, Louisiana

Green Diesel

Joint Venture

Diamond Green Diesel –

What are the Drivers of Profitability?

Renewable Fuel

Standard

Fuel Quality

Ability To Process

Low Cost Feedstock

RFS2 requires a MINIMUM of 1 billion gallons of Biomass-based Diesel

be blended annually in U.S. diesel pool

Only

two

products

can

fulfill

Biomass-based

Diesel

mandate

–

they

are

Renewable Diesel (or its co-products) and Biodiesel

Requirement could be more than 1.0 billion gallons annually as

Renewable Diesel also can fulfill the Other Advanced Biofuel Mandate

Renewable Diesel is a true Hydrocarbon (just like diesel fuel) while

Biodiesel is a methyl ester and is not a true hydrocarbon (containing an

oxygen molecule)

As a result Renewable Diesel can be distributed using the current

petroleum

distribution

system,

while

Biodiesel

requires

truck

rail

transport (as opposed to pipeline) and additional infrastructure

investment

Renewable Diesel has no cold flow issues like Biodiesel

Diamond Green Diesel process allows for use of low quality fats and oils

which traditionally price at substantial discount to feedstock which most

Biodiesel processors must use

Result is feedstock cost advantage of approximately $1.00/gallon

Green Diesel

Joint Venture

Annual Average Price / Gallon

Why Darling is Investing

$0.95

$1.06

$1.39

$1.44

$1.36

$1.23

$1.99

$2.46

$1.93

$2.32

$1.89

$1.81

$1.96

$2.25

$2.81

$3.12

$3.33

$4.04

$2.76

$3.20

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

$4.00

$4.50

$5.00

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

Diamond Feedstock Cost

Average Diesel Price Plus $1.10 Green Premium

Source: Company Management

Green Premium is a combination of Renewable Identification Numbers, Federal Tax Credit & wholesale

price differential between #2 diesel fuel and Renewable Diesel

Implied

Historical

EBITDA

(US$ million)

$105

$83

$47

$74

$148

$213

$130

$150

$80

$67

Green Diesel

Joint Venture

Historical Financials

Strong Financial

Performance &

Cash Flow

Generation

Revenue (US$

millions)

Capex (US$ millions)

EBITDA -

Capex (US$ millions)

EBITDA (US$ millions)

Source: Company Management

Griffin capex includes capex and investments, including acquisitions.

$1143 $1489 $1123 $1340

$213 $308 $190 $237

$178 $237 $121 $176

$35 $71 $69 $61

$1143 $1489 $1123 $1340 $ 440

$213 $308 $190 $237 $108

$178 $237 $121 $176

$ 95

$35 $71 $69 $61 $13

1Q’11

645

807

598

725

2007

2008

2009

2010

1Q’11

104

133

114

109

175

123

100

150

200

250

300

350

2007

2008

2009

2010

Darling

Griffin

$10

$20

$30

$40

$50

$60

$70

$80

2007

2008

2009

2010

Darling

Griffin

102

135

100

150

200

250

2007

2008

2009

2010

Darling

Griffin

Darling

Griffin

498

681

525

615

200

400

600

800

1000

1200

1400

1600

Pro Forma: Balance Sheet

Strong Financial

Performance &

Cash Flow

Generation

Balance

Sheet

Qtr

2011

and

Fiscal

2010

(US$

millions)

Fiscal 2010

4/2/2011

1/1/2011

Cash and cash equivalents

$38.0

$19.2

Restricted cash

0.4

Accounts receivables, net

114.4

103.7

Inventories

49.8

45.6

Other current assets

16.1

16.7

Total current assets

$218.7

$185.6

Property, plant and equipment, net

393.3

393.4

Collection route and contracts, net

383.9

391.0

Goodwill

378.0

376.3

Other assets

31.2

36.0

Total assets

$1,405.1

$1,382.3

Current portion of long-term debt

– .

$3.0

Accounts payable

$94.8

70.1

Accrued expenses

77.4

81.7

Total current liabilities

$172.2

$154.8

Long-term debt

370.0

707.0

Deferred income taxes

9.0

5.4

Other non-current liabilities

46.8

50.8

Total liabilities

$598.0

$918.0

Stockholder's equity

807.1

464.3

Total liabilities and equity

$1,405.1

$1,382.3

Quarter ended