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Form 8-K DARLING INGREDIENTS INC. For: Nov 10

November 10, 2016 4:39 PM


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)
November 10, 2016

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))



1



Item 2.02.
Results of Operations and Financial Condition.

On November 10, 2016, Darling Ingredients Inc. (the “Company”) issued a press release announcing financial results for the quarter ended October 1, 2016. A copy of this press release is attached hereto as Exhibit 99.1.

The Company will hold a conference call and webcast on Friday, November 11, 2016 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 November 10, 2016 (furnished pursuant to Item 2.02).
99.2

 
Slide Presentation for November 11, 2016 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:  November 10, 2016 
By:
/s/ John F. Sterling
 
 
 
John F. Sterling
 
 
 
Executive Vice President,
General Counsel
 



3



EXHIBIT LIST

99.1

 
Press Release dated November 10, 2016 (furnished pursuant to Item 2.02).
99.2

 
Slide Presentation for November 11, 2016 Earnings Call (furnished pursuant to Item 2.02).


4


EXHIBIT 99.1

News Release
darlingingredientsinclogo.jpg
                                                                                                                                                 

DARLING INGREDIENTS INC. REPORTS THIRD QUARTER 2016 FINANCIAL RESULTS AGGRESSIVE DEBT REDUCTION WHILE MANAGING GLOBAL COMMODITY VOLATILITY
AND FOOD SEGMENT CHALLENGES
 
3rd Quarter 2016 Highlights

Net income of $28.7 million, or $0.17 per GAAP diluted share
Revenue of $853.9 million
Adjusted EBITDA of $106.2 million
Margin expansion tempered by Food Segment production challenges and inventory adjustment
Record grain harvests drove lower finished product pricing for global fats and an oversupply of proteins
Diamond Green Diesel (‘DGD’) delivers strongest earnings to date
Solid cash flow generation with aggressive debt reduction of $60 million


November 10, 2016 - 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, industrial, fuel, bioenergy, and fertilizer industries, today announced financial results for the third quarter ending October 1, 2016.

For the third quarter of 2016, the Company reported net sales of $853.9 million, as compared with net sales of $853.8 million for the third quarter of 2015. Net income attributable to Darling for the three months ended October 1, 2016 was $28.7 million, or $0.17 per diluted share, compared to a net loss of ($9.1) million, or ($0.06) per diluted share, for the third quarter of 2015. The increase in net income is primarily attributable to higher earnings from DGD due to the inclusion of the blenders' tax credit which was not available as of the end of the third quarter of 2015, higher Renewable Identification Number (“RIN”) values, and an income tax benefit. Adjusted EBITDA for Darling for the three months ended October 1, 2016 was $106.2 million compared to Adjusted EBITDA of $106.1 million for the three months ended October 3, 2015.

Comments on the Third Quarter of 2016
    
Randall C. Stuewe, Chairman and Chief Executive Officer of Darling Ingredients Inc., said, “We continue to execute against our strategic plan to de-lever and grow while managing through considerable volatility in many of our markets.”

“Our Feed Ingredients segment results were predictably lower due to record North American crop harvests weighing on global pricing for fats and proteins. However, strong tonnage offset some price volatility, and our model is adjusting to lower finished product values. Food segment performance disappointed due to several moving parts, including major annual plant turnarounds and softness in China compressing margin expansion. Our Fuel segment was seasonally driven and continued to perform well with strong demand for biofuel feedstock in Europe.”

Commenting on the Company’s overall strategy, Mr. Stuewe said, “Our diversified portfolio and strong risk management have positioned us to navigate through the variability of our markets. We continue to develop a pipeline of opportunities for long-term growth while streamlining our cost structure, aggressively reducing debt and maintaining solid financial footing. We intend to manage the volatile markets through the fourth quarter and carry good momentum into 2017.”




 




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News Release
November 10, 2016
Page 2
 
 
 
 
 
Operational Update by Segment

Feed Ingredients - Segment executed well in light of volatile and declining global fat prices and an oversupply of proteins. The decline in fat prices were tempered by the growing world demand for biofuels. Further, USA impacted by hot summer, which affected rendering quality and plant processing efficiencies. Raw material volumes were strong around the globe, and our two new U.S. rendering plants are nearing capacity and fully contributing. Europe, USA and Canada rendering delivered as expected. Bakery Feeds tonnage increased and business delivered solid results. Our global blood business was slightly lower but demand remains strong in China.
Food Ingredients - Segment challenged with reduced demand in China for low bloom gelatin, which drove an inventory write-down. Major annual maintenance turnarounds at plants in China and USA also affected results. Margins contracted slightly due to higher raw material prices and production processing slowdowns. Sonac edible fat earnings declined as some raw material diversion to China continued. CTH casings business improved and produced as expected.
Fuel Ingredients - Segment experienced typical seasonality with less tonnage to Rendac and Ecoson sequentially; however, improved volumes and operating performance contributed to year-over-year increase. Canada Biodiesel delivered on target and ahead of last year.
Diamond Green Diesel Joint Venture - Operating at current full capacity, DGD demonstrated outstanding performance and reported its strongest earnings contribution to date, improving EBITDA by 23 percent from the previous quarter. Lower fat prices, stable heating oil and rising RIN values combined with more Low Carbon Fuel Standard (LCFS) demand supported unconsolidated EBITDA of $22.5 million for Darling. Final engineering is complete for the DGD facility expansion, which at full capacity will increase annual production from 160 million gallons to 275 million gallons. Construction is now scheduled for completion in early Q2 2018.


Reconciliation of Net Income to (Non-GAAP) Adjusted EBITDA and (Non-GAAP) Pro forma Adjusted EBITDA Third Quarter 2016 as compared to Third Quarter 2015
Darling Ingredients Inc. reports Adjusted EBITDA results, which is a non-GAAP financial measure, as a complement to results provided in accordance with generally accepted accounting principles (GAAP) (for additional information, see “Use of Non-GAAP Financial Measures” included later in this media release). The Company believes that Adjusted EBITDA provides additional useful information to investors. Adjusted EBITDA, as the Company uses the term, is calculated below:







darlingingredientsinclogo.jpg
News Release
November 10, 2016
Page 3
 
 
 
 
 
 
 
Three Months Ended - Year over Year
Adjusted EBITDA
 
October 1,
 
October 3,
(U.S. dollars in thousands)
 
2016
 
2015
 
 
 
 
 
Net income/(loss) attributable to Darling
 
$
28,694

 
$
(9,087
)
Depreciation and amortization
 
70,653

 
67,327

Interest expense
 
23,867

 
24,828

Income tax expense/(benefit)
 
(744
)
 
7,859

Foreign currency loss/(gain)
 
(354
)
 
2,461

Other expense/(income), net
 
2,007

 
(1,004
)
Equity in net (income)/loss of unconsolidated subsidiary
 
(18,138
)
 
12,021

Net income attributable to noncontrolling interests
 
196

 
1,730

Adjusted EBITDA
 
$
106,181

 
$
106,135

Acquisition and integration-related expenses
 

 
1,280

Pro forma Adjusted EBITDA (Non-GAAP)
 
$
106,181

 
$
107,415

Foreign currency exchange impact (1)
 
(90
)
 

Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP)
 
$
106,091

 
$
107,415

 
 
 
 
 
DGD Joint Venture Adjusted EBITDA (Darling's share)
 
$
22,543

 
$
(8,309
)
 
 
 
 
 
(1) The average rates assumption used in this calculation was the actual fiscal average rate for the three months ended October 3, 2015 of
€1.00:USD$1.11 and CAD$1.00:USD$0.76 as compared to the average rate for the three months ended October 1, 2016 of
€1.00:USD$1.12 and CAD$1.00:USD$0.77, respectively.

For the three months ended October 1, 2016, the Company generated Adjusted EBITDA of $106.2 million, as compared to $106.1 million in the same period in fiscal 2015.
DGD Joint Venture Adjusted EBITDA (Darling’s share) is not reflected in the Adjusted EBITDA, the Pro forma Adjusted EBITDA, or the Pro forma Adjusted EBITDA to Foreign Currency. See Note 6 in the Company’s Consolidated Financial Statements included in the Company’s Form 10-Q for the period ended October 1, 2016 and at the end of this press release for financial information regarding the DGD Joint Venture.








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News Release
November 10, 2016
Page 4
 
 
 
 
 
Reconciliation of Net Income to (Non-GAAP) Adjusted EBITDA and (Non-GAAP) Pro forma Adjusted EBITDA Third Quarter 2016 as compared on a sequential basis to Second Quarter 2016

 
 
Three Months Ended - Sequential
Adjusted EBITDA
 
October 1,
 
July 2,
(U.S. dollars in thousands)
 
2016
 
2016
 
 
 
 
 
Net income attributable to Darling
 
$
28,694

 
$
31,999

Depreciation and amortization
 
70,653

 
69,531

Interest expense
 
23,867

 
23,980

Income tax expense
 
(744
)
 
7,983

Foreign currency gain
 
(354
)
 
(8
)
Other expense, net
 
2,007

 
2,373

Equity in net income of unconsolidated subsidiary
 
(18,138
)
 
(13,852
)
Net income attributable to noncontrolling interests
 
196

 
1,992

Adjusted EBITDA
 
$
106,181

 
$
123,998

Acquisition and integration-related expenses
 

 
70

Pro forma Adjusted EBITDA (Non-GAAP)
 
$
106,181

 
$
124,068

Foreign currency exchange impact (1)
 
688

 

Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP)
 
$
106,869

 
$
124,068

 
 
 
 
 
DGD Joint Venture Adjusted EBITDA (Darling's share)
 
$
22,543

 
$
18,331

 
 
 
 
 
(1) The average rates assumption used in this calculation was the actual fiscal average rate for the three months ended July 2, 2016
of €1.00: USD$1.13 and CAD$1.00:USD$0.78 as compared to the average rate for the three months ended October 1, 2016
of €1.00: USD$1.12 and CAD$1.00:USD$0.77, respectively.

On a sequential basis, for the three months ended October 1, 2016, the Company generated Adjusted EBITDA of $106.2 million, as compared to $124.0 million for the three months ended July 2, 2016, a decrease of $17.8 million. The decrease is primarily attributable to lower finished product prices in both the Food and Feed Ingredients segments. Lower finished product prices for fats and used cooking oil in the Feed Ingredients segment more than offset higher sales volumes which contributed to the decrease in Adjusted EBITDA.
DGD Joint Venture Adjusted EBITDA (Darling’s share) is not reflected in the Adjusted EBITDA, the Pro forma Adjusted EBITDA, or the Pro forma Adjusted EBITDA to Foreign Currency. See Note 6 in the Company’s Form 10-Q for the period ended October 1, 2016 and the DGD Operating Financial Results included at the end of this press release for financial information regarding the DGD Joint Venture.






darlingingredientsinclogo.jpg
News Release
November 10, 2016
Page 5
 
 
 
 
 
Financial Update by Segment
Feed Ingredients
Three Months Ended
 
Nine Months Ended
($ thousands)
October 1, 2016
October 3, 2015
 
October 1, 2016
October 3, 2015
Net Sales
$
531,413

$
525,213

 
$
1,550,539

$
1,602,141

Depreciation and amortization
43,614

40,846

 
130,110

121,386

Segment operating income
35,254

35,619

 
90,512

106,422

EBITDA*
$
78,868

$
76,465

 
$
220,622

$
227,808

*EBITDA calculated by adding depreciation and amortization to segment operating income.

Feed Ingredients operating income for the three months ended October 1, 2016 was $35.3 million, a decrease of $0.3 million as compared to the three months ended October 3, 2015. Earnings for the Feed Ingredients segment were lower due to an increase in depreciation and amortization as a result of new plants in the U.S. and lower finished product prices that more than offset higher production volumes due to higher raw material supply and lower selling, general and administrative expense.
Feed Ingredients operating income for the nine months ended October 1, 2016 was $90.5 million, a decrease of $15.9 million as compared to the first nine months ended October 3, 2015. Earnings for the Feed Ingredients segment were lower due to the significant decline in protein finished product prices resulting from near record grain production in fiscal year 2015 and 2016. Higher depreciation and amortization in fiscal 2016 due to placing new plants into production in the U.S. were offset by reduced selling, general and administrative expense.

Food Ingredients
Three Months Ended
 
Nine Months Ended
($ thousands)
October 1, 2016
October 3, 2015
 
October 1, 2016
October 3, 2015
Net Sales
$
261,997

$
269,230

 
$
782,014

$
822,741

Depreciation and amortization
17,383

17,144

 
51,823

51,126

Segment operating income
7,944

11,562

 
49,474

37,921

EBITDA*
$
25,327

$
28,706

 
$
101,297

$
89,047

*EBITDA calculated by adding depreciation and amortization to segment operating income.

Food Ingredients operating income was $7.9 million for the three months ended October 1, 2016, a decrease of $3.7 million as compared to the three months ended October 3, 2015. Selling, general and administrative expense in the Food Ingredients segment was reduced due to gains in currency hedges. The Company’s casing business improved compared to the same period in the prior year, primarily due to the re-opening of the Chinese border which was temporarily closed in 2015 to the import of meat by-products which heavily impacted the segment. European edible fats performance declined over the prior year due to lower volumes and sales prices. The gelatin business earnings were down as compared to the prior year due to an inventory value adjustment in China of $3.5 million as a result of the decrease in demand for low bloom gelatin. The gelatin business was also impacted by lower production volumes in three of the Company’s gelatin facilities.




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News Release
November 10, 2016
Page 6
 
 
 
 
 

Food Ingredients operating income was $49.5 million for the first nine months ended October 1, 2016, an increase of $11.6 million as compared to the first nine months ended October 3, 2015. The gelatin business earnings improved compared to the prior year primarily due to strong profitability in the Company’s North American, South American and European operations. European edible fats performance normalized over the prior year due to stable sales prices. The Company’s casing business improved as compared to the same period in the prior year, due primarily to higher sale volumes. Selling, general and administrative expense was reduced by $9.9 million which included significant gains on currency hedges.

Fuel Ingredients
Three Months Ended
 
Nine Months Ended
($ thousands)
October 1, 2016
October 3, 2015
 
October 1, 2016
October 3, 2015
Net Sales
$
60,446

$
59,319

 
$
178,285

$
162,889

Depreciation and amortization
6,896

6,729

 
20,999

19,959

Segment operating income
5,971

246

 
18,680

4,777

EBITDA*
$
12,867

$
6,975

 
$
39,679

$
24,736

*EBITDA calculated by adding depreciation and amortization to segment operating income.

Exclusive of the DGD Joint Venture, Fuel Ingredients operating income for the three months ended October 1, 2016 was $6.0 million, an increase of $5.8 million as compared to the three months ended October 3, 2015. The increase in earnings is primarily due to the fact that during the three months ended October 1, 2016 the Canadian biodiesel plant was operating for the full period while in the comparable period in 2015 production was limited. The increase was also attributable to improved Ecoson and Rendac volumes and operating performance and by a decrease in selling, general and administrative expense due to subsidies received from the Netherlands government that is recorded as a credit to selling, general and administrative expense.
Exclusive of the DGD Joint Venture, Fuel Ingredients operating income for the first nine months ended October 1, 2016 was $18.7 million, an increase of $13.9 million as compared to the first nine months ended October 3, 2015. The increase in earnings is due to improved Ecoson and Rendac volumes and operating performance, improved productivity and margins at the Canadian biodiesel plant, the inclusion of the blenders’ tax credit and higher RIN values in 2016 as compared to the same period in fiscal 2015. The increase in earnings was also attributable to lower selling, general and administrative expense due to subsidies received from the Netherlands government that is recorded as a credit to selling, general and administrative expense.

Results of Operations -Nine Months Ended October 1, 2016 Compared to Nine Months Ended October 3, 2015
Net Income attributable to Darling for the nine months ended October 1, 2016 was $61.8 million, or $0.37 per diluted share, as compared to a net loss of $(5.9) million, or $(0.04) per diluted share, in the nine months ended October 3, 2015. The increase is primarily attributable to increased margins and production in both the Food and Fuel Ingredients segments, higher raw material volumes in the Feed Ingredients segment and lower selling, general and administrative expense.




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News Release
November 10, 2016
Page 7
 
 
 
 
 
Reconciliation of Net Income to (Non-GAAP) Adjusted EBITDA and (Non-GAAP) Pro forma Adjusted EBITDA First Nine Months of Fiscal 2016 as compared to First Nine Months of Fiscal 2015

 
 
Nine Months Ended
Adjusted EBITDA
 
October 1,
 
October 3,
(U.S. dollars in thousands)
 
2016
 
2015
 
 
 
 
 
Net income attributable to Darling
 
$
61,772

 
$
(5,898
)
Depreciation and amortization
 
212,440

 
199,970

Interest expense
 
71,748

 
82,222

Income tax expense
 
9,102

 
14,639

Foreign currency loss
 
2,241

 
3,299

Other expense, net
 
5,685

 
704

Equity in net income of unconsolidated subsidiary
 
(37,633
)
 
9,657

Net income attributable to noncontrolling interests
 
3,772

 
5,302

Adjusted EBITDA
 
$
329,127

 
$
309,895

Acquisition and integration-related expenses
 
401

 
7,807

Pro forma Adjusted EBITDA (Non-GAAP)
 
$
329,528

 
$
317,702

Foreign currency exchange impact (1)
 
1,427

 

Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP)
 
$
330,955

 
$
317,702

 
 
 
 
 
DGD Joint Venture Adjusted EBITDA (Darling's share)
 
$
50,503

 
$
1,946

 
 
 
 
 
(1) The average rates assumption used in this calculation was the actual fiscal average rate for the first nine months ended October 3, 2015
of €1.00:USD$1.11 and CAD$1.00:USD$0.79 as compared to the average rate for the first nine months ended October 1, 2016
of €1.00:USD$1.12 and CAD$1.00:USD$0.76, respectively.

For the nine months ended October 1, 2016, the Company generated Adjusted EBITDA of $329.1 million, as compared to $309.9 million in the same period in fiscal 2015. The increase is attributable to higher raw material volumes in the Feed Ingredients segment that more than offset lower finished product prices in the Food and Feed Ingredients segments. Additionally, lower selling, general and administrative expense due to cost reductions and offsetting gains in currency hedges primarily in the Food Ingredients segment also contributed to the increase.
DGD Joint Venture Adjusted EBITDA (Darling’s share) is not reflected in the Adjusted EBITDA, the Pro forma Adjusted EBITDA, or the Pro forma Adjusted EBITDA to Foreign Currency. See Note 6 in the Company’s Form 10-Q for the period ended October 1, 2016 and the DGD Operating Financial Results included at the end of this press release for financial information regarding the DGD Joint Venture.







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News Release
November 10, 2016
Page 8
 
 
 
 
 

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.
Darling Ingredients Inc. will host a conference call to discuss the Company’s third quarter 2016 financial results at 8:30 am Eastern Time (7:30 am Central Time) on Friday, November 11, 2016. 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 10094666. 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 November 18, 2016, 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 10094666. The conference call will also be archived on the Company’s website.
Use of Non-GAAP Financial Measures:
Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity, and is not intended to be a presentation in accordance with GAAP. Adjusted EBITDA is presented here not as an alternative to net income, but rather as a measure of the Company’s operating performance. Since EBITDA (generally, net income plus interest expenses, taxes, depreciation and amortization) is not calculated identically by all companies, this presentation may not be comparable to EBITDA or Adjusted EBITDA presentations disclosed by other companies. Adjusted EBITDA is calculated in this presentation and represents, for any relevant period, net income/(loss) plus depreciation and amortization, goodwill and long-lived asset impairment, interest expense, (income)/loss from discontinued operations, net of tax, income tax provision, other income/(expense) and equity in net loss of unconsolidated subsidiary. Management believes that Adjusted EBITDA is useful in evaluating the Company’s operating performance compared to that of other companies in its industry because the calculation of Adjusted EBITDA generally eliminates the effects of financing, income taxes and certain non-cash and other items that may vary for different companies for reasons unrelated to overall operating performance.

As a result, the Company’s management uses Adjusted EBITDA as a measure to evaluate performance and for other discretionary purposes. In addition to the foregoing, management also uses or will use Adjusted EBITDA to measure compliance with certain financial covenants under the Company’s Senior Secured Credit Facilities and 5.375% Notes and 4.75% Notes that were outstanding at October 1, 2016. However, the amounts shown in this presentation for Adjusted EBITDA differ from the amounts calculated under similarly titled definitions in the Company’s Senior Secured Credit Facilities and 5.375% Notes and 4.75% Notes, as those definitions permit further adjustments to reflect certain other non-recurring costs, non-cash charges and cash dividends from the DGD Joint Venture. Additionally, the Company evaluates the impact of foreign exchange impact on operating cash flow, which is defined as segment operating income (loss) plus depreciation and amortization.








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News Release
November 10, 2016
Page 9
 
 
 
 
 
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; global demands for bio-fuels and grain and oilseed commodities, which have exhibited volatility, and can impact the cost of feed for cattle, hogs and poultry, thus affecting available rendering feedstock and selling prices for the Company’s products; reductions in raw material volumes available to the Company due to weak margins in the meat production industry as a result of higher feed costs, reduced consumer demand or other factors, reduced volume from food service establishments, or otherwise; reduced demand for animal feed; reduced finished product prices, including a decline in fat and used cooking oil finished product prices; changes to worldwide government policies relating to renewable fuels and greenhouse gas emissions that adversely affect programs like the Renewable Fuel Standards Program (RFS2), low carbon fuel standards (LCFS) and tax credits for biofuels both in the Unites States and abroad; possible product recall resulting from developments relating to the discovery of unauthorized adulterations to food or food additives; the occurrence of Bird Flu including, but not limited to H5N1 flu, bovine spongiform encephalopathy (or "BSE"), porcine epidemic diarrhea ("PED") or other diseases associated with animal origin in the United States or elsewhere; unanticipated costs and/or reductions in raw material volumes related to the Company’s compliance with the existing or unforeseen new U.S. or foreign regulations (including, without limitation, China) affecting the industries in which the Company operates or its value added products (including new or modified animal feed, Bird Flu, PED or BSE or similar or unanticipated regulations); risks associated with the renewable diesel plant in Norco, Louisiana owned and operated by a joint venture between Darling Ingredients and Valero Energy Corporation, including possible unanticipated operating disruptions and issues related to the announced expansion project; difficulties or a significant disruption in our information systems or failure to implement new systems and software successfully, including our ongoing enterprise resource planning project; risks relating to possible third party claims of intellectual property infringement; increased contributions to the Company’s pension and benefit plans, including multiemployer and employer-sponsored defined benefit pension plans as required by legislation, regulation or other applicable U.S. or foreign law or resulting from a U.S. mass withdrawal event; bad debt write-offs; loss of or failure to obtain necessary permits and registrations; continued or escalated conflict in the Middle East, North Korea, Ukraine or elsewhere; uncertainty regarding the likely exit of the U.K. from the European Union; and/or unfavorable export or import markets. These factors, coupled with volatile prices for natural gas and diesel fuel, climate conditions, currency exchange fluctuations, general performance of the U.S. and global economies, disturbances in world financial, credit, commodities and stock markets, and any decline in consumer confidence and discretionary spending, including the inability of consumers and companies to obtain credit due to lack of liquidity in the financial markets, among others, could negatively impact the Company's results of operations. Among other things, future profitability may be affected by the Company’s ability to grow its business, which faces competition from companies that may have substantially greater resources than the Company. The Company’s announced share repurchase program may be suspended or discontinued at any time and purchases of shares under the program are subject to market conditions and other factors, which are likely to change from time to time. Other risks and uncertainties regarding Darling Ingredients Inc., its business and the industries in which it operates are referenced from time to time in the Company’s filings with the Securities and Exchange Commission. Darling Ingredients Inc. is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.}

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






darlingingredientsinclogo.jpg
News Release
November 10, 2016
Page 10
 
 
 
 
 
Darling Ingredients Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
October 1, 2016 and January 2, 2016
(in thousands)

 
 
October 1,
 
January 2,
 
 
2016
 
2016
ASSETS
(unaudited)
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
$
148,585

 
$
156,884

 
Restricted cash
294

 
331

 
Accounts receivable, net
382,857

 
371,392

 
Inventories
359,095

 
344,583

 
Prepaid expenses
40,341

 
36,175

 
Income taxes refundable
13,222

 
11,963

 
Other current assets
18,609

 
10,460

 
              Total current assets
963,003

 
931,788

 
 
 
 
Property, plant and equipment, less accumulated depreciation, net
1,535,185

 
1,508,167

Intangible assets, less accumulated amortization, net
747,522

 
782,349

Other assets:
 
 
 
 
Goodwill
1,256,376

 
1,233,102

 
Investment in unconsolidated subsidiaries
261,690

 
247,238

 
Other assets
35,912

 
41,623

 
Deferred income taxes
17,196

 
16,352

 
              Total assets
$
4,816,884

 
$
4,760,619

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
 
Current portion of long-term debt
$
27,169

 
$
45,166

 
Accounts payable, principally trade
168,556

 
149,998

 
Income taxes payable
9,374

 
6,679

 
Accrued expenses
254,561

 
239,825

 
              Total current liabilities
459,660

 
441,668

 
 
 
 
 
Long-term debt, net of current portion
1,818,361

 
1,885,851

Other non-current liabilities
89,517

 
97,809

Deferred income taxes
363,949

 
360,681

 
              Total liabilities
2,731,487

 
2,786,009

 
 
 
 
 
Commitments and contingencies
 
 
 
Total Darling's stockholders' equity
1,983,677

 
1,870,709

 
Noncontrolling interests
101,720

 
103,901

 
              Total stockholders' equity
$
2,085,397

 
$
1,974,610

 
 
$
4,816,884

 
$
4,760,619






darlingingredientsinclogo.jpg
News Release
November 10, 2016
Page 11
 
 
 
 
 
Darling Ingredients Inc. and Subsidiaries
Consolidated Operating Results
For the Periods Ended October 1, 2016 and October 3, 2015
(in thousands, except per share data)
(unaudited)

 
Three Months Ended
 
Nine Months Ended
 
 
 
 
 
$ Change
 
 
 
 
 
$ Change
 
October 1,
 
October 3,
 
Favorable
 
October 1,
 
October 3,
 
Favorable
 
2016
 
2015
 
(Unfavorable)
 
2016
 
2015
 
(Unfavorable)
Net sales
$
853,856

 
$
853,762

 
$
94

 
$
2,510,838

 
$
2,587,771

 
$
(76,933
)
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of sales and operating expenses
$
671,167

 
$
671,321

 
$
154

 
$
1,947,175

 
$
2,024,118

 
$
76,943

Selling, general and administrative expenses
76,508

 
75,026

 
(1,482
)
 
234,135

 
245,951

 
11,816

Depreciation and amortization
70,653

 
67,327

 
(3,326
)
 
212,440

 
199,970

 
(12,470
)
Acquisition and integration costs

 
1,280

 
1,280

 
401

 
7,807

 
7,406

Total costs and expenses
818,328

 
814,954

 
(3,374
)
 
2,394,151

 
2,477,846

 
83,695

Operating income
35,528

 
38,808

 
(3,280
)
 
116,687

 
109,925

 
6,762

Other expense:
 
 
 
 
 
 
 
 
 
 
 
Interest expense
(23,867
)
 
(24,828
)
 
961

 
(71,748
)
 
(82,222
)
 
10,474

Foreign currency gain/(loss)
354

 
(2,461
)
 
2,815

 
(2,241
)
 
(3,299
)
 
1,058

Other income/(expense), net
(2,007
)
 
1,004

 
(3,011
)
 
(5,685
)
 
(704
)
 
(4,981
)
Total other expense
(25,520
)
 
(26,285
)
 
765

 
(79,674
)
 
(86,225
)
 
6,551

Equity in net income/(loss) of unconsolidated subsidiaries
18,138

 
(12,021
)
 
30,159

 
37,633

 
(9,657
)
 
47,290

Income before income taxes
28,146

 
502

 
27,644

 
74,646

 
14,043

 
60,603

Income taxes expense/(benefit)
(744
)
 
7,859

 
8,603

 
9,102

 
14,639

 
5,537

Net income/(loss)
$
28,890

 
$
(7,357
)
 
$
36,247

 
$
65,544

 
$
(596
)
 
$
66,140

Net income attributable to noncontrolling interests
$
(196
)
 
$
(1,730
)
 
$
1,534

 
$
(3,772
)
 
$
(5,302
)
 
$
1,530

Net income /(loss) attributable to Darling
$
28,694

 
$
(9,087
)
 
$
37,781

 
$
61,772

 
$
(5,898
)
 
$
67,670

Basic income per share:
$
0.17

 
$
(0.06
)
 
$
0.23

 
$
0.38

 
$
(0.04
)
 
$
0.42

Diluted income per share:
$
0.17

 
$
(0.06
)
 
$
0.23

 
$
0.37

 
$
(0.04
)
 
$
0.41






darlingingredientsinclogo.jpg
News Release
November 10, 2016
Page 12
 
 
 
 
 
Darling Ingredients Inc. and Subsidiaries
Consolidated Statement of Cash Flows
Nine Months Ended October 1, 2016 and October 3, 2015
(in thousands)
(unaudited)
 
Nine Months Ended
 
October 1,

 
October 3,

Cash flows from operating activities:
2016

 
2015

Net income/(loss)
$
65,544

 
$
(596
)
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
212,440

 
199,970

Loss on disposal of property, plant, equipment and other assets
873

 
627

Gain on insurance proceeds from insurance settlements
(356
)
 
(561
)
Deferred taxes
(5,223
)
 
8,640

Increase/(decrease) in long-term pension liability
(1,105
)
 
678

Stock-based compensation expense
7,953

 
6,468

Write-off deferred loan costs
292

 
10,633

Deferred loan cost amortization
8,393

 
7,380

Equity in net (income)/loss of unconsolidated subsidiaries
(37,633
)
 
9,657

Distributions of earnings from unconsolidated subsidiaries
26,317

 
26,155

Changes in operating assets and liabilities, net of effects from acquisitions:
 
 
 
  Accounts receivable
(3,058
)
 
7,658

  Income taxes refundable/payable
1,432

 
3,955

  Inventories and prepaid expenses
(11,368
)
 
7,667

  Accounts payable and accrued expenses
27,438

 
(10,318
)
  Other
(11,377
)
 
18,641

Net cash provided by operating activities
280,562

 
296,654

Cash flows from investing activities:
 
 
 
Capital expenditures
(168,224
)
 
(162,264
)
Acquisitions, net of cash acquired
(8,511
)
 

Gross proceeds from disposal of property, plant and equipment and other assets
4,492

 
2,473

Proceeds from insurance settlement
1,537

 
561

Payments related to routes and other intangibles

 
(2,939
)
Net cash used by investing activities
(170,706
)
 
(162,169
)
Cash flows from financing activities:
 
 
 
Proceeds from long-term debt
28,765

 
586,199

Payments on long-term debt
(128,364
)
 
(595,872
)
Borrowings from revolving credit facility
83,000

 
78,244

Payments on revolving credit facility
(93,028
)
 
(130,876
)
Net cash overdraft financing

 
(1,261
)
Deferred loan costs

 
(17,119
)
Issuance of common stock
143

 
171

Repurchase of treasury stock
(5,000
)
 
(5,912
)
Minimum withholding taxes paid on stock awards
(1,843
)
 
(4,838
)
Distributions to noncontrolling interests
(885
)
 
(2,820
)
Net cash used by financing activities
(117,212
)
 
(94,084
)
Effect of exchange rate changes on cash
(943
)
 
(299
)
Net increase/(decrease) in cash and cash equivalents
(8,299
)
 
40,102

Cash and cash equivalents at beginning of period
156,884

 
108,784

Cash and cash equivalents at end of period
$
148,585

 
$
148,886

Supplemental disclosure of cash flow information:
 
 
 
Accrued capital expenditures
$
(3,302
)
 
$
940

Cash paid during the period for:
 
 
 
Interest, net of capitalized interest
$
62,395

 
$
57,764

Income taxes, net of refunds
$
14,018

 
$
4,005

Non-cash financing activities
 
 
 
Debt issued for assets
$
10

 
$
2,521

Contribution of assets to unconsolidated subsidiary
$
2,674

 
$






darlingingredientsinclogo.jpg
News Release
November 10, 2016
Page 13
 
 
 
 
 
Diamond Green Diesel Joint Venture
Operating Financial Results
Three Months and Nine Months Ended September 30, 2016 and September 30, 2015

 
Three Months Ended
 
Nine Months Ended
 
 
 
 
 
$ Change
 
 
 
 
 
$ Change
 
September 30,
 
September 30,
 
Favorable
 
September 30,
 
September 30,
 
Favorable
 
2016
 
2015
 
(Unfavorable)
 
2016
 
2015
 
(Unfavorable)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Operating revenues
$
141,656

 
$
107,160

 
$
34,496

 
$
345,650

 
$
380,048

 
$
(34,398
)
Expenses:
 
 
 
 
 
 
 
 
 
 
 
Total costs and expenses less depreciation, amortization and accretion expense
96,569

 
123,779

 
27,210

 
244,643

 
376,157

 
131,514

Depreciation, amortization and accretion expense
7,445

 
4,959

 
(2,486
)
 
20,370

 
14,924

 
(5,446
)
Total costs and expenses
104,014

 
128,738

 
24,724

 
265,013

 
391,081

 
126,068

Operating income
37,642

 
(21,578
)
 
59,220

 
80,637

 
(11,033
)
 
91,670

Other income
114

 
41

 
73

 
199

 
93

 
106

Interest and debt expense, net
(1,406
)
 
(3,122
)
 
1,716

 
(6,148
)
 
(10,629
)
 
4,481

Net income
$
36,350

 
$
(24,659
)
 
$
61,009

 
$
74,688

 
$
(21,569
)
 
$
96,257



Randall C. Stuewe, Chairman and CEO John O. Muse, EVP Chief Financial Officer Melissa A. Gaither, VP IR and Global Communications Third Quarter 2016 Earnings Conference Call November 11, 2016 Exhibit 99.2


 
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; global demands for bio-fuels and grain and oilseed commodities, which have exhibited volatility, and can impact the cost of feed for cattle, hogs and poultry, thus affecting available rendering feedstock and selling prices for the Company’s products; reductions in raw material volumes available to the Company due to weak margins in the meat production industry as a result of higher feed costs, reduced consumer demand or other factors, reduced volume from food service establishments, or otherwise; reduced demand for animal feed; reduced finished product prices, including a decline in fat and used cooking oil finished product prices; changes to worldwide government policies relating to renewable fuels and greenhouse gas emissions that adversely affect programs like the Renewable Fuel Standards Program (RFS2), low carbon fuel standards (LCFS) and tax credits for biofuels both in the Unites States and abroad; possible product recall resulting from developments relating to the discovery of unauthorized adulterations to food or food additives; the occurrence of Bird Flu including, but not limited to H5N1 flu, bovine spongiform encephalopathy (or "BSE"), porcine epidemic diarrhea ("PED") or other diseases associated with animal origin in the United States or elsewhere; unanticipated costs and/or reductions in raw material volumes related to the Company’s compliance with the existing or unforeseen new U.S. or foreign regulations (including, without limitation, China) affecting the industries in which the Company operates or its value added products (including new or modified animal feed, Bird Flu, PED or BSE or similar or unanticipated regulations); risks associated with the renewable diesel plant in Norco, Louisiana owned and operated by a joint venture between Darling Ingredients and Valero Energy Corporation, including possible unanticipated operating disruptions and issues related to the announced expansion project; difficulties or a significant disruption in our information systems or failure to implement new systems and software successfully, including our ongoing enterprise resource planning project; risks relating to possible third party claims of intellectual property infringement; increased contributions to the Company’s pension and benefit plans, including multiemployer and employer-sponsored defined benefit pension plans as required by legislation, regulation or other applicable U.S. or foreign law or resulting from a U.S. mass withdrawal event; bad debt write-offs; loss of or failure to obtain necessary permits and registrations; continued or escalated conflict in the Middle East, North Korea, Ukraine or elsewhere; uncertainty regarding the likely exit of the U.K. from the European Union; and/or unfavorable export or import markets. These factors, coupled with volatile prices for natural gas and diesel fuel, climate conditions, currency exchange fluctuations, general performance of the U.S. and global economies, disturbances in world financial, credit, commodities and stock markets, and any decline in consumer confidence and discretionary spending, including the inability of consumers and companies to obtain credit due to lack of liquidity in the financial markets, among others, could negatively impact the Company's results of operations. Among other things, future profitability may be affected by the Company’s ability to grow its business, which faces competition from companies that may have substantially greater resources than the Company. The Company’s announced share repurchase program may be suspended or discontinued at any time and purchases of shares under the program are subject to market conditions and other factors, which are likely to change from time to time. Other risks and uncertainties regarding Darling Ingredients Inc., its business and the industries in which it operates are referenced from time to time in the Company’s filings with the Securities and Exchange Commission. Darling Ingredients Inc. is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. Safe Harbor Statement


 
3 $50 $60 $70 $80 $90 $100 $110 $120 $130 Quarterly Adjusted EBITDA 3Q15 4Q15 1Q16 2Q16 3Q16 $106.1 $102.7 $98.9 $124.0 $106.2 Gross Profit and Margin 16.0% 17.0% 18.0% 19.0% 20.0% 21.0% 22.0% 23.0% 24.0% $140 $150 $160 $170 $180 $190 $200 $210 3Q15 2Q16 3Q16 Gross Profit Gross Margin 21.40%21.37% $ 2 0 0. 2 $ 1 8 2 .7 22.83% $ 1 8 2. 4 Earnings Summary 3Q 2016 $ in millions $ in millions $ in millions Strong Free Cash Flow Generations  EBITDA lower sequentially and equivalent year over year given volatile commodities  Q3 influenced by inventory write down and production issues within the gelatin business  DGD had strong quarter offsetting fat price declines in North America  De-levering continues with YTD debt reduction of $105.0 million  Total leverage ratio now at 3.97 Adjusted EBITDA is a Non-U.S. GAAP Measure $106.1 $124.0 $106.2 $63.5 $56.0 $58.8 $42.6 $68.0 $47.4 5.0% 7.7% 5.5% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% $0 $20 $40 $60 $80 $100 $120 $140 3Q 2015 2Q 2016 3Q 2016 Adjusted EBITDA Capex Free Cash Flow (Adjusted EBITDA after Capex) Free Cash Flow as % of net sales


 
o Net income - $ 28.7 million o Net Sales - $853.9 million o EPS at $0.17 per diluted share o Adjusted EBITDA - $106.2 million o DGD joint venture EBITDA - $22.5 million (Darling’s share) o Global rendering raw material volumes remain strong o Feed segment adjusting to lower finished product values o China pork deficit now impacting Food and Feed Segment o Strong global poultry slaughter creating excess pet grade products o Gelatin lower in quarter due to unfavorable margin dynamics and turnarounds o Record North American harvests pressuring competing ingredient values o Renewable fuel values continue to gain strength in the market 4 2016 Third Quarter Overview


 
5 (1) Foreign currency exchange rates held constant for comparable quarters (€1.00:USD$1.12877 rate July 2, 2016 quarter; €1.00 : USD$1.11438 rate October 3, 2015 nine months). Note: See slide 22 for information regarding Darling’s use of Non-GAAP measures. Adjusted EBITDA Adjusted EBITDA and Pro Forma Adjusted EBITDA (US$ in thousands) October 1, July 2, October 1, October 3, 2016 2016 2016 2015 Net income/(loss) attributable to Darling $ 28,694 $ 31,999 $ 61,772 $ (5,898) Depreciation and amortization 70,653 69,531 212,440 199,970 Interest expense 23,867 23,980 71,748 82,222 Income tax expense/(benefit) (744) 7,983 9,102 14,639 Foreign currency (gain)/loss (354) (8) 2,241 3,299 Other expense, net 2,007 2,373 5,685 704 Equity in net (income)/loss of unconsolidated subsidiaries (18,138) (13,852) (37,633) 9,657 Net income attributable to noncontrolling interests 196 1,992 3,772 5,302 Adjusted EBITDA $ 106,181 $ 123,998 $ 329,127 $ 309,895 Acquisition and integration-related expenses - 70 401 7,807 Pro forma Adjusted EBITDA (Non-GAAP) $ 106,181 $ 124,068 $ 329,528 $ 317,702 Foreign currency exchange impact (1) 688 - 1,427 - Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) $ 106,869 $ 124,068 $ 330,955 $ 317,702 DGD Joint Venture Adjusted EBITDA (Darling's Share) $ 22,543 $ 18,331 $ 50,503 $ 1,946 Three Months Ended - Sequential Nine Months Ended - Year over Year


 
o Target debt reduction of $150 million in 2016: year-end target total debt leverage ratio below 3.90 – Paid down debt by $60.0 million in quarter; YTD paid down $105.0 million – Debt leverage ratio now 3.97 – S&P and Moody’s outlook improved to stable o Working Capital utilization improved over Q2 by $21.6 million – $13.0 million improvement YTD – Year over year improvement target remains at $20.0 million o CAPEX target of $225 million for 2016; YTD CAPEX spend at $168.2 million o SG&A targeted at $81.5 million/quarter run rate: Q3 at $76.5 million o Commissioned 2 new USA Rendering Plants during quarter o Wet Pet Food plants beginning to contribute o Broke ground on new blood plant in Germany and new digester facility in Belgium o DGD diesel expansion engineering complete and is set to come on line in early 2018 6 2016 Strategy – “Delever and Grow”


 
7 Cash Flow Statement Cash Flow Statement Nine Months Ended (US$ in thousands) October 1, 2016 Adjusted EBIDTA $ 329,127 Uses: Cap-Ex (168,224) Acquisitions (8,511) Proceeds from Stock Issuance 143 Stock Repurchase (5,000) Borrowings, net of repayments (109,627) Cash Interest (10-Q) (62,395) Cash Taxes (10-Q) (14,018) Accounts Receivable (3,058) Income Tax 1,432 Inventory and Prepaid (11,368) Accounts Payable and Accrued Expenses 27,438 Decrease in Cash 8,299 Other 15,762 Adjusted EBITDA $ (329,127)


 
Balance Sheet Highlights Leverage RatiosNet Debt on Balance Sheet 8 (1) Total Debt now adjusted to reflect deferred loan cost amortization. (2) Total Debt includes 4.75% euro bond and Canadian debt which is FX adjusted quarterly. Balance Sheet Highlights and Debt Summary (US$, in thousands) October 1, 2016 Cash (includes restricted cash of $294) $ 148,879 Accounts receivable 382,857 Total Inventories 359,095 Net working capital 503,343 Net property, plant and equipment 1,535,185 Total assets $ 4,816,884 Total debt $ 1,845,530 Shareholders' equity $ 2,085,397 (US$, in thousands) Fiscal 2015 3Q 2016 Total Debt (1)(2) $ 1,931,017 $ 1,845,530 Available Cash $ (156,884) $ (148,585) Year End Net Debt Balance $ 1,774,133 $ 1,696,945 Debt Summary (US$, in thousands) October 1, 2016 Amended Credit Agreement Revolving Credit Facility $ - Term Loan A 186,729 Term Loan B 578,330 5.375% Senior Notes due 2022 492,006 4.750% Euro Senior Notes due 2022 564,893 Other Notes and Obligations 23,572 Total Debt: $ 1,845,530 October 1, 2016 Actual Credit Agreement Total Debt to EBITDA: 3.97 5.50 Secured Debt to EBITDA: 1.64 3.25


 
Operational Overview – Q3 2016 9 Non-GAAP EBITDA Margin Feed Note: Cost of Sales includes raw material costs, collection costs and factory costs. EBITDA Bridge Q2-2016 to Q3-2016 (millions) Feed Segment 4 6 8 10 12 14 16 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 14.8% 14.6% 11.5% 12.2% 15.4% $83.5 $1.1 $4.3 $79.2 $78.9 0 20 40 60 80 100 OtherVolumes Cost of Sales FX Impact EBITDA Q3 16 Adjusted EBITDA ($0.3) EBITDA Q2 16 Price / Yield ($8.9) ($0.8) US$ and metric tons (millions) Q3 2015 Q4 2015 Total 2015 Q1 2016 Q2 2016 Q3 2016 Seq. % Change Revenue $525.2 $472.2 $2,074.3 $476.2 $543.0 $531.4 -2.1% Gross Margin 116.2 96.7 460.9 103.5 126.8 117.8 -7.1% Gross Margin % 22.1% 20.5% 22.2% 21.7% 23.4% 22.2% Operating Income 35.6 10.1 116.5 13.9 41.4 35.2 -15.0% EBITDA (1) 76.5 54.4 282.3 58.3 83.5 78.9 -5.5% Raw Material Processed (million metric tons) 1.86 1.89 7.45 1.97 1.97 1.97 0.0% (1) Does not include Unconsolidated Subsidiaries EBITDA. • Raw material volumes strong globally • Rendering performances off slightly, formula working • Fat prices down sharply qtr. over qtr. • Hot summer hurt USA fat quality • Global grain glut weighing on protein pricing • Strong poultry slaughter saturating USA and Europe pet food markets with excess protein – (Pet vs. Feed Grade Poultry Meals) • Biofuels demand holding fat prices • Bakery business margined • Wet pet food making progress


 
Fat Pricing o Drop in pricing follows a lower corn market o Biofuel demand remains strong with LCFS markets Protein Pricing o Protein prices globally under pressure due to large crops and move to “Vegetable or Animal free diets” o Poultry proteins, while higher in quarter, saw the spread between Feed Grade and Pet Grade Poultry Meals narrow o Big drop off in October for MBM and Feed Grade Poultry Meal 10 2016 Finished Product Pricing Feed Segment Ingredients July August Sept. Q3 Avg. Oct. Bleachable Fancy Tallow - Chicago Renderer / cwt $29.95 $28.00 $28.00 $28.59 $28.43 Yellow Grease - Illinois / cwt $24.54 $23.86 $23.71 $24.01 $23.31 Meat and Bone Meal - Ruminant - Illinois / ton $378.75 $325.98 $272.02 $325.56 $230.00 Poultry By-Product Meal - Feed Grade - Mid South/ton $380.88 $392.83 $313.33 $364.37 $277.50 Poultry By-Product Meal - Pet Food - Mid South/ton $649.38 $596.30 $534.17 $593.47 $533.33 Feathermeal - Mid South / ton $476.88 $452.61 $362.98 $432.57 $325.00 2016 Cash Corn Pricing Competing Ingredient for Bakery Feeds and Fats July August Sept. Q3 Avg. Oct. Corn - Track Central IL #2 Yellow / bushel $3.28 $3.09 $3.10 $3.16 $3.28 European Benchmark Pricing 2016 July August Sept. Q3 Avg. Oct. Palm oil - CIF Rotterdam / metric ton $648 $719 $749 $705 $718 Soy meal - CIF Rotterdam / metric ton $439 $399 $372 $403 $363 2016 Average Jacobsen Prices (USD) QTR. Over QTR. Year Over Year Comparison Q2-2016 Q3-2016 % Q3-2015 Q3-2016 % Average Jacobsen Prices (USD) Avg. Avg. Change Avg. Avg. Change Bleachable Fancy Tallow - Chicago Renderer / cwt $32.57 $28.59 -12.2% $29.42 $28.59 -2.8% Yellow Grease - Ill ois / cwt $26.77 $24.01 -10.3% $21.48 $24.01 11.8% Meat and Bone M al - Ruminant - Illinois / ton $328.26 $325 56 -0.8% $354.91 $325.56 -8.3% Poultry By-Product Meal - Feed Grade - Mid South/ton $3 5.5 $364. 7 19.2% $391.55 $364.37 -6.9% Poultry By-Product Meal - Pet Food - Mid South/ton $557.81 $593.47 6.4% $532.45 $593.47 11.5% Feathermeal - Mid South / ton $ 58.91 $432.57 20.5% $499.12 $432.57 -13.3% Average Wall Street Journal Prices (USD) Corn - Track Central IL #2 Yellow / bushel $3.75 .16 -15.8% $3.62 $3.16 -12.7% Average Thoms n Reuters Prices (USD) Palm oil - IF Rotter am / metric ton $702 $705 0.4% $558 $705 26.3% Soy meal - CIF Rotterdam / metric ton $409 $403 -1.5% $380 $403 6.1%


 
Note: Cost of Sales includes raw material costs, collection costs and factory costs. Non-GAAP EBITDA Margin Food Operational Overview – Q3 2016 11 EBITDA Bridge Q2-2016 to Q3-2016 (millions) Food Segment 4 6 8 10 12 14 16 18 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 10.7% 14.4% 15.6% 13.7% 9.7% $37.4 $7.1 $0.6 $25.6 $25.3 0 10 20 30 40 50 EBITDA Q2 16 ($14.3) Price / Yield Volumes ($5.2) Cost of Sales ($0.3) Other EBITDA Q3 16 FX Impact Adjusted EBITDA • Rousselot driven with significantly lower results in China and reduced results in South America vs. Q2 • Limited availability of pigskins in China resulted in higher raw material prices, reduced margins and production slowdowns in the gelatin business • Reduced low bloom gelatin demand in Chinese food market drove inventory write down • USA and China took annual turnarounds in gelatin • Sonac edible fat impacted by strong Chinese demand for edible parts- driving higher raw material prices in Europe US$ and metric tons (millions) Q3 2015 Q4 2015 Total 2015 Q1 2016 Q2 2016 Q3 2016 Seq. % Change Revenue $269.2 $272.1 $1,094.9 $247.9 $272.1 $262.0 -3.7% Gross Margin 54.8 62.9 231.4 62.3 57.8 50.7 -12.3% Gross Margin % 20.4% 23.1% 21.1% 25.1% 21.3% 19.3% Operating Income 11.6 23.3 61.2 21.9 19.7 7.9 -59.9% EBITDA 28.7 39.1 128.1 38.6 37.4 25.3 -32.4% Raw Material Processed (million metric tons) 0.26 0.26 1.07 0.27 0.27 0.26 -3.7%


 
Operational Overview – Q3 2016 Non-GAAP EBITDA Margin Fuel 12 Note: Cost of Sales includes raw material costs, collection costs and factory costs. EBITDA Bridge Q2-2016 to Q3-2016 (millions) Adjusted EBITDA Margins for normalized blenders tax credit in Pro forma EBITDA and in Revenues for 2015 would represent: 14.8% Q3 15 23.3% Q4 15 Fuel Segment 0 5 10 15 20 25 30 35 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 29.4% 23.4% 22.2% 21.4% 11.8%$13.8 $1.9 $0.0 $0.0 $14.3 $12.9 0 2 4 6 8 10 12 14 16 Adjusted EBITDA ($1.4) FX Impact EBITDA Q3 16 OtherCost of Sales Volumes ($1.4) Price / Yield EBITDA Q2 16 • Slightly lower earnings in Rendac and Ecoson • Seasonally driven • Canadian biodiesel continues to perform but earnings modestly lower quarter over quarter • Strong demand for biofuel feedstock in Europe US$ and metric tons (millions) Q3 2015 Q4 2015 Total 2015 Q1 2016 Q2 2016 Q3 2016 Seq. % Change Revenue $59.3 $65.4 $228.2 $55.6 $62.3 $60.4 -3.0% Gross Margin 11.4 20.2 51.1 14.9 15.6 14.2 -9.0% Gross Margin % 19.2% 30.9% 22.4% 26.8% 25.0% 23.5% Operating Income 0.2 12.5 17.2 6.1 6.6 6.0 -9.1% EBITDA (1) 7.0 19.2 43.9 13.0 13.8 12.9 -6.5% Raw Material Process d * (million metric tons) 0.27 0.31 1.17 0.28 0.30 0.29 -3.3% (1) Does not include DGD EBITDA. * Excludes raw material processed at the DGD joint venture.


 
 DGD reports strong earnings for Q3 2016  Q3 2016 EBITDA: $45.1 million entity level or $22.5 million Darling’s share  Lower fat prices, stable heating oil and rising RIN pricing support earnings  Vessel shipment at end of quarter will shift RIN revenue to Q4  Current total debt in JV stands at $75.0 million. Total cash of $121.1 million at the end of September 2016.  Final engineering phase progressing on major expansion announced in April increasing output from 160 million gallons annually to 275 million gallons. Total cost estimated at $190.0 million with construction and commissioning expected to be completed in early Q2-2018 13 Diamond Green Diesel (DGD) US$ (millions) Q3 2015 Q4 2015 Total 2015 Q1 2016 Q2 2016 Q3 2016 EBITDA (Darling's share) (8.3) 86.6 $88.5 9.6 18.3 22.5 Gallons Produced 41.5 37.9 158.8 28.5 43.8 43.8 Gallons Shipped 39.9 37.5 156.6 29.1 42.7 42.5 Diamond Green Diesel (50% Joint Venture)


 
Appendix – Additional Information


 
15 Change in Net Sales - Year over Year (3Q 2015 over 3Q 2016) Change in Net Sales – Three Months Ended (Sequential 2Q16 over 3Q16) Feed Ingredients Segment (1) Rendering Net Sales- Other category includes hides, pet food, and service charges (2) Other Net Sales category includes trap services, industrial residual services and organic fertilizer Change in Net Sales - 2Q16 to 3Q16 Fats Proteins Other (1) Total Rendering Used Cooking Oil Bakery Other (2) Total Net Sales Three Months Ended July 2, 2016 152.9$ 199.1$ 70.4$ 422.4$ 41.7$ 56.4$ 22.5$ 543.0$ Changes: Increase/(Decrease) in sales volumes 3.1 5.8 - 8.9 (1.2) 2.2 - 9.9 I crease/(Decrease) in finished good prices (10.3) 1.3 - (9.0) 1.0 (4.8) - (12.8) D crease due to currency exchange rates (0.4) (0.8) (0.6) (1.8) (0.1) - - (1.9) Other change - - (6.8) (6.8) - - - (6.8) Total Change: (7.6) 6.3 (7.4) (8.7) (0.3) (2.6) - (11.6) Net Sales Three Months Ended October 1, 2016 145.3$ 205.4$ 63.0$ 413.7$ 41.4$ 53.8$ 22.5$ 531.4$ Rendering Sales Fats Proteins Other (1) Total Rendering Used Cooking Oil Bakery Other (2) Total N Sales Thr e Months E ded Octob r 3, 2015 136.1$ 210.1$ 60.3$ 406.5$ 39.7$ 56.0$ 23.0$ 525.2$ Changes: Increase/(Decrease) in sales volumes 10.8 26.1 - 36.9 (0.9) 3.8 - 39.8 Incr ase/(D crease) in finished go d prices (1.7) (31.2) - (32.9) 2.6 (6.0) - (36.3) Decrease due to currency exchange rates 0.1 0.4 0.2 0.7 - - - 0.7 Other change - - 2.5 2.5 - - (0.5) 2.0 Total Change: 9.2$ (4.7)$ 2.7$ 7.2$ 1.7$ (2.2)$ (0.5)$ 6.2$ Net Sales Three Months Ended October 1, 2016 145.3$ 205.4$ 63.0$ 413.7$ 41.4$ 53.8$ 22.5$ 531.4$ Rendering Sales Change in Net Sales - 3Q15 to 3Q16


 
16 YTD Change in Net Sales – Nine Months Ended October 3, 2015 over October 1, 2016 Feed Ingredients Segment (1) Rendering Net Sales- Other category includes hides, pet food, and service charges (2) Other Net Sales category includes trap services, industrial residual services and organic fertilizer Fats Proteins Other (1) Total Rendering Used Cooking Oil Bakery Other (2) Total Net Sales First Nine Months Ended October 3, 2015 422.7$ 640.0$ 188.1$ 1,250.8$ 118.9$ 164.1$ 68.3$ 1,602.1$ Changes: Increase/(Decrease) in sales volumes 23.3 60.7 - 84.0 0.5 6.5 - 91.0 I crease/(Decrease) in finished good prices (21.0) (122.7) - (143.7) (1.8) (5.9) - (151.4) D cr ase due to currency exchange rates (1.5) (1.5) (0.1) (3.1) (0.2) - - (3.3) Other change - - 12.0 12.0 - - 0.1 12.1 Total Change: 0.8 (63.5) 11.9 (50.8) (1.5) 0.6 0.1 (51.6) Net Sales First Nine Months Ended October 1, 2016 423.5$ 576.5$ 200.0$ 1,200.0$ 117.4$ 164.7$ 68.4$ 1,550.5$ Rendering Sales Change in YTD Net Sales 3Q15 to 3Q16


 
(1) Has impact of inventory step-up in 1st and 2nd quarter of 2014. (2) Exclusive of non-cash inventory step-up and Darling Ingredients International 13th week during 2014. (3) Raw material process volumes in 2014 have been adjusted to include additional blending materials. (A) Quarters 1, 2 and 3 revenues have been adjusted for re-class between sales and cost of sales in 2014. 17Feed Segment - Historical US$ and metric tons (millions) Q1 2014 Q2 2014 Q3 2014 Q4 2014 Total 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Total 2015 Q1 2016 Q2 2016 Q3 2016 Revenue (A) $586.1 $622.1 $607.3 $606.0 $2,421.5 $547.5 $529.4 $525.2 $472.2 $2,074.3 $476.2 $543.0 $531.4 Gross Margin (1) 142.5 165.4 132.5 132.5 572.9 123.5 124.5 116.2 96.7 460.9 103.5 126.8 117.8 Gross Margin % (1) 24.3% 26.6% 21.8% 21.9% 23.7% 22.6% 23.5% 22.1% 20.5% 22.2% 21.7% 23.4% 22.2% Operating Income (2) 37.5 74.7 46.4 33.6 192.2 35.4 35.4 35.6 10.1 116.5 13.9 41.4 35.2 Adjusted Operating Income (1) 52.3 76.2 46.4 33.6 208.5 35.4 35.4 35.6 10.1 116.5 13.9 41.4 35.2 EBITDA (2) 76.1 114.6 84.2 76.4 351.3 75.5 75.9 76.5 54.4 282.3 58.3 83.5 78.9 Adjusted EBITDA (1) 90.9 116.1 84.2 76.4 367.6 75.5 75.9 76.5 54.4 282.3 58.3 83.5 78.9 Adjusted EBITDA/Revenue 15.5% 18.7% 13.9% 12.6% 15.2% 13.8% 14.3% 14.6% 11.5% 13.6% 12.2% 15.4% 14.8% Raw Material Processed (3) (millions of metric tons) 1.73 1.73 1.73 1.92 7.11 1.87 1.83 1.86 1.89 7.45 1.97 1.97 1.97


 
(1) Has impact of inventory step-up in 1st and 2nd quarter in 2014. (2) Exclusive of non-cash inventory step-up and Darling Ingredients International 13th week during 2014. (3) Raw material process volumes for the first quarter 2014 have been adjusted to be consistent with the presentation of the second quarter figures in 2014. (A) Quarters 1, 2 and 3 revenues have been adjusted for re-class between sales and cost of sales in 2014. 18Food Segment - Historical US$ and metric tons (millions) Q1 2014 Q2 2014 Q3 2014 Q4 2014 Total 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Total 2015 Q1 2016 Q2 2016 Q3 2016 Revenue (A) 293.5 331.4 301.4 322.0 1,248.3 270.2 283.4 269.2 272.1 1,094.9 247.9 272.1 262.0 Gross Margin (1) 62.3 65.3 64.2 63.4 255.2 53.5 60.2 54.8 62.9 231.4 62.3 57.8 50.7 Gross Margin % (1) 21.2% 19.7% 21.3% 19.7% 20.4% 19.8% 21.2% 20.4% 23.1% 21.1% 25.1% 21.3% 19.3% Operating Income/(Loss) (2) (12.1) 11.3 14.0 13.7 26.9 10.8 15.5 11.6 23.3 61.2 21.9 19.7 7.9 Adjusted Operating Income (1) 20.9 14.7 14.0 13.7 63.3 10.8 15.5 11.6 23.3 61.2 21.9 19.7 7.9 EBITDA (2) 5.3 30.9 32.6 31.4 100.2 28.0 32.3 28.7 39.1 128.1 38.6 37.4 25.3 Adjusted EBITDA (1) 38.3 34.3 32.6 31.4 136.6 28.0 32.3 28.7 39.1 128.1 38.6 37.4 25.3 Adjusted EBITDA/Revenue 13.0% 10.4% 10.8% 9.7% 10.9% 10.4% 11.4% 10.7% 14.4% 11.7% 15.6% 13.7% 9.7% Raw Material Processed (millions of metric tons) 0.25 (3) 0.27 0.26 0.28 1.06 0.27 0.28 0.26 0.26 1.07 0.27 0.27 0.26


 
(A) Quarters 1, 2 and 3 revenues in 2014 have been adjusted for re-class between sales and cost of sales. 19 (1) Exclusive of non-cash inventory step-up and Darling Ingredients International’s 13th week in 2014. (2) Has impact of inventory step-up in 1st quarter and Darling Ingredients Int'l 13th week in 2014. (3) Raw material process volumes for the first quarter 2014 have been adjusted to be consistent with the presentation of the second quarter figures 2014. (4) Pro forma Adjusted EBITDA includes blenders’ tax credit throughout full years in 2014 and 2015. Fuel Segment - Historical US$ and metric tons (millions) Q1 2014 Q2 2014 Q3 2014 Q4 2014 Total 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Total 2015 Q1 2016 Q2 2016 Q3 2016 Revenue $66.7 $77.7 $70.0 $72.2 $286.6 $57.0 $46.5 $59.3 $65.4 $228.2 $55.6 $62.3 $60.4 Gross Margin 15.3 15.9 17.8 10.0 59.0 13.2 6.3 11.4 20.2 51.1 14.9 15.6 14.2 Gross Margin % 21.1% 20.5% 25.4% 13.9% 20.6% 23.1% 13.5% 19.2% 30.9% 22.4% 26.8% 25.0% 23.5% Operating Income (1) 2.3 5.2 2.8 10.9 21.2 2.5 2.0 0.2 12.5 17.2 6.1 6.6 6.0 Adjusted Operating Income (2) 3.5 5.2 2.8 10.9 22.4 2.5 2.0 0.2 12.5 17.2 6.1 6.6 6.0 EBITDA (2) 9.7 11.1 11.5 16.9 49.2 9.1 8.6 7.0 19.2 43.9 13.0 13.8 12.9 Adjusted EBITDA (1) 10.9 11.1 11.5 16.9 50.4 9.1 8.6 7.0 19.2 43.9 13.0 13.8 12.9 Pro forma Adjusted EBITDA (4) 12.2 12.3 13.0 12.8 50.4 10.2 10.6 9.1 14.0 43.9 13.0 13.8 12.9 Adjusted EBITDA/Revenue 16.3% 14.3% 16.4% 23.4% 17.6% 16.0% 18.5% 11.8% 29.4% 19.2% 23.4% 22.2% 21.4% Raw Material Processed * (millions of metric tons) 0.23 (3) 0.24 0.26 0.33 1.07 0.30 0.29 0.27 0.31 1.17 0.28 0.30 0.29 *Excludes raw material processed at the DGD joint venture. Diamond Green Diesel (50% Joint Venture) US$ (millions) Q1 2014 Q2 2014 Q3 2014 Q4 2014 Total 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Total 2015 Q1 2016 Q2 2016 Q3 2016 EBITDA (Darling's share) $9.1 5.9 2.9 63.7 $81.6 2.3 7.9 (8.3) 86.6 $88.5 $9.6 $18.3 $22.5 Pro forma Adjusted EBITDA (4) $22.9 24.3 12.5 21.8 $81.6 19.6 30.2 11.7 27.0 $88.5 $9.6 $18.3 $22.5


 
20 2015 Finished Product Pricing Feed Segment Ingredients January February March Q1 Avg. April May June Q2 Avg. July August Sept. Q3 Avg. Oct. Nov. Dec. Q4 Avg. Year Avg. Bleachable Fancy Tallow - Chicago Renderer / cwt $29.16 $29.14 $30.53 $29.66 $28.69 $28.95 $29.91 $29.18 $29.00 $29.64 $29.62 $29.42 $22.91 $20.00 $20.00 $21.18 $27.36 Yellow Grease - Illinois / cwt $24.54 $24.34 $24.81 $24.58 $22.36 $22.84 $24.50 $23.24 $23.80 $21.19 $19.55 $21.48 $18.02 $17.51 $18.00 $17.86 $21.79 Meat and Bone Meal - Ruminant - Illinois / ton $402.13 $375.53 $377.95 $385.12 $387.02 $359.75 $304.20 $348.88 $338.18 $385.00 $343.10 $354.91 $280.68 $251.58 $217.27 $249.29 $334.55 Poultry By-Product Meal - Feed Grade - Mid South/ton $466.00 $460.26 $468.18 $465.00 $487.14 $427.25 $370.91 $426.94 $376.70 $399.64 $402.50 $391.55 $376.93 $334.74 $293.41 $334.67 $404.54 Poultry By-Product Meal - Pet Food - Mid South/ton $712.50 $629.61 $625.00 $655.12 $607.74 $520.00 $446.59 $521.50 $478.18 $568.21 $557.14 $532.45 $477.27 $463.95 $467.61 $469.49 $544.64 Feathermeal - Mid South / ton $538.63 $460.39 $565.00 $523.77 $579.17 $491.75 $430.57 $499.13 $467.95 $555.00 $476.67 $499.12 $404.20 $369.47 $329.43 $367.06 $472.27 2015 Cash Corn Pricing Competing Ingredient for Bakery Feeds and Fats January February March Q1 Avg. April May June Q2 Avg. July August Sept. Q3 Avg. Oct. Nov. Dec. Q4 Avg. Year Avg. Corn - Track Central IL #2 Yellow / bushel $3.65 $3.68 $3.66 $3.66 $3.55 $3.48 $3.49 $3.51 $3.81 $3.49 $3.56 $3.62 $3.65 $3.60 $3.68 $3.64 $3.61 European Benchmark Pricing 2015 January February March Q1 Avg. April May June Q2 Avg. July August Sept. Q3 Avg. Oct. Nov. Dec. Q4 Avg. Year Avg. Palm oil - CIF Rotterdam / metric ton $619 $698 $652 $656 $645 $653 $651 $650 $603 $505 $565 $558 $565 $555 $569 $563 $607 Soy meal - CIF Rotterdam / metric ton $456 $442 $410 $436 $403 $392 $393 $396 $394 $381 $365 $380 $367 $353 $336 $352 $391 2015 Average Thomson Reuters Prices (USD) 2015 Average Jacobsen Prices (USD) 2015 Average Wall Street Journal Prices (USD) Jacobsen, Wall Street Journal and Thomson Reuters Historical Pricing 2016 Finished Product Pricing Feed Segment Ingredients January February March Q1 Avg. April May June Q2 Avg. July August Sept. Q3 Avg. Oct. Bleachable Fancy Tallow - Chicago Renderer / cwt $23.53 $27.10 $30.09 $27.07 $32.93 $32.81 $31.64 $32.57 $29.95 $28.00 $28.00 $28.59 $28.43 Yellow Grease - Illinois / cwt $19.03 $20.89 $23.51 $21.25 $26.40 $27.56 $25.95 $26.77 $24.54 $23.86 $23.71 $24.01 $23.31 Meat and Bone Meal - Ruminant - Illinois / ton $184.74 $198.38 $272.84 $220.98 $314.17 $305.00 $356.59 $328.26 $378.75 $325.98 $272.02 $325.56 $230.00 Poultry By-Product Meal - Feed Grade - Mid South/ton $247.11 $235.00 $263.64 $249.10 $308.10 $296.79 $307.73 $305.58 $380.88 $392.83 $313.33 $364.37 $277.50 Poultry By-Product Meal - Pet Food - Mid South/ton $498.03 $497.50 $521.48 $506.31 $573.81 $505.83 $588.64 $557.81 $649.38 $596.30 $534.17 $593.47 $533.33 Feathermeal - Mid Sout / ton $255.39 $244.88 $325.45 $277.21 $4 9.88 $319.05 $342.73 $358.91 $476.88 $452.61 $362.98 $432.57 $325.00 2016 Cash Corn Pricing Competing Ingredient for Bakery Feeds and Fats January February March Q1 Avg. April May June Q2 Avg. July August Sept. Q3 Avg. Oct. C rn - Track Central IL #2 Yellow / bushel $3.58 $3.54 $3.52 $3.55 $3.63 $3.77 $3.85 $3.75 $3.28 $3.09 $3.10 $3.16 $3.28 European Benchmark Pricing 2016 January February March Q1 Avg. April May June Q2 Avg. July August Sept. Q3 Avg. Oct. Palm oil - CIF Rotterdam / metric ton $565 $646 $686 $632 $720 $702 $684 $702 $648 $719 $749 $705 $718 Soy meal - CIF Rotterdam / metric ton $339 $326 $320 $328 $341 $420 $465 $409 $439 $399 $372 $403 $363 2016 Average Jacobsen Prices (USD) 2016 Average Wall Street Journal Prices (USD) 2016 Average Thomson Reuters Prices (USD)


 
Process USA Canada Europe China S. America Australia Total: Rendering - (C3 By-products & UCO) 92 5 18 115 Bakery 10 10 Used Cooking Oil processing only 8 1 9 Disposal Rendering - (C1 & C2) 6 6 Food Grade Fat Processing 5 5 Blood Processing 1 4 5 1 11 Bone Processing 2 2 Bio Diesel 1 1 2 Renewable Diesel 1 1 Gelatin 2 4 4 3 13 Casings 4 1 5 Environmental Services 4 1 5 Fertilizer 1 1 Pet Food 3 1 4 Hides 3 3 6 126 6 49 10 3 1 195 Under Construction: Rendering 2 21 European categories for rendering of animal by-products: • C3 – food-grade material, for food and feed products • C2 – unfit for food or animal feed, can be used as fertilizer • C1 – must be destroyed; used to generate green energy * Note: List excludes administrative and dedicated sales offices. *Includes transfer stations and blending Locations by Continent and Process


 
Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity, and is not intended to be a presentation in accordance with GAAP. Adjusted EBITDA is presented here not as an alternative to net income, but rather as a measure of the Company’s operating performance. Since EBITDA (generally, net income plus interest expenses, taxes, depreciation and amortization) is not calculated identically by all companies, this presentation may not be comparable to EBITDA or Adjusted EBITDA presentations disclosed by other companies. Adjusted EBITDA is calculated in this presentation and represents, for any relevant period, net income/(loss) plus depreciation and amortization, goodwill and long-lived asset impairment, interest expense, (income)/loss from discontinued operations, net of tax, income tax provision, other income/(expense) and equity in net loss of unconsolidated subsidiary. Management believes that Adjusted EBITDA is useful in evaluating the Company’s operating performance compared to that of other companies in its industry because the calculation of Adjusted EBITDA generally eliminates the effects of financing, income taxes and certain non-cash and other items that may vary for different companies for reasons unrelated to overall operating performance. As a result, the Company’s management uses Adjusted EBITDA as a measure to evaluate performance and for other discretionary purposes. In addition to the foregoing, management also uses or will use Adjusted EBITDA to measure compliance with certain financial covenants under the Company’s Senior Secured Credit Facilities and 5.375% Notes and 4.75% Notes that were outstanding at October 1, 2016. However, the amounts shown in this presentation for Adjusted EBITDA differ from the amounts calculated under similarly titled definitions in the Company’s Senior Secured Credit Facilities and 5.375% Notes and 4.75% Notes, as those definitions permit further adjustments to reflect certain other non-recurring costs, non-cash charges and cash dividends from the DGD Joint Venture. Additionally, the Company evaluates the impact of foreign exchange impact on operating cash flow, which is defined as segment operating income (loss) plus depreciation and amortization. 22 Non-U.S. GAAP Measures


 

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