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CORRESP
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CORRESP

 SIDLEY AUSTIN LLP

 1501 K STREET, N.W.

WASHINGTON, DC 20005

 +1 202 736 8000

+1 202 736 8711 FAX

 +1 202 736 8387

SBARROS@SIDLEY.COM

AMERICA • ASIA PACIFIC • EUROPE

 November 1, 2024

VIA EDGAR CORRESPONDENCE

 Ms. Melissa
Gilmore

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 Mail Stop 4628

 100 F
Street, N.E.

 Washington, DC 20549-4628

Re:
 Darling Ingredients Inc.

Form 10-K for the Fiscal Year Ended December 30, 2023

Filed February 28, 2024

Form 8-K Furnished July 25, 2024

File No. 001-13323

Dear Ms. Gilmore:

 On behalf of Darling
Ingredients Inc., a Delaware corporation (the “Company”), we are submitting the following responses to the SEC Staff’s comments made in its letter of October 21, 2024 (the “Comment Letter”) addressed to the Company in
connection with the Company’s Form 10-K filed on February 28, 2024 (the “2023 Form 10-K”), and the Company’s Form
8-K furnished on July 25, 2024 (the “Form 8-K”).

 For
convenience, the Staff’s comments have been reproduced in bold text in this letter with the Company’s responses thereto below each corresponding comment.

Form 10-K for the Fiscal Year Ended December 30, 2023

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Financing, Liquidity, and Capital Resources Indebtedness, page 62

1

 1. We note your disclosure on page 64 that certain debt is guaranteed by Darling and certain of
Darling’s subsidiaries, but the summarized financial information pursuant to Rule 13-01(a)(4) of Regulation S-X has been omitted. Please tell us your consideration
for providing such summarized financial information or explain to us and disclose in future filings if you meet any of the conditions pursuant to Rule 13- 01(a)(4)(vi) of Regulation S-X.

Historically, the Company had publicly registered notes which required footnote disclosures pursuant to Rule 3-10 of
Regulation S-X. In fiscal year 2019, the Company’s publicly registered notes were paid off leaving the Company only with notes that were privately issued pursuant to Rule 144A and thus were not
required to be registered. While not required, the Company disclosed summarized financial information pursuant to Rule 13-01(a)(4) of Regulation S-X in its Form 10-K through fiscal year 2021. Starting in fiscal year 2022, since the Company’s only remaining notes were privately issued pursuant to Rule 144A, the summarized financial information pursuant to Rule 13-01(a)(4) of Regulation S-X has been omitted from our disclosures.

 Form
10-K for the Fiscal Year Ended December 30, 2023

 Consolidated Statements of Operations, page 82

 2. Please revise future filings to indicate on the face of the statement of operations parenthetically that cost of sales excludes
depreciation and amortization. Refer to SAB Topic 11.B for guidance. Additionally, consider disclosing the types of expenses that you include in the cost of sales and operating expenses line item and the types of expenses that you include in the
selling, general and administrative expenses line item within your MD&A discussion.

 As requested by the Staff, the Company revised its
presentation on the face of the Statement of Operations in its Q3 2024 Press Release furnished as Exhibit 99.1 to the Company’s Form 8-K filed on October 24, 2024 and plans to revise its presentation
on the face of the Statement of Operations in its Q3 2024 10-Q expected to be filed on November 6, 2024, as well as all future filings, to parenthetically disclose that cost of sales and other operating
expenses excludes depreciation and amortization as presented below:

Three Months Ended

Nine Months Ended

September 28,
2024

September 30,
2023

September 28,
2024

September 30,
2023

 Cost of sales and operating expenses (excludes depreciation and amortization, shown separately
below)

1,108,319

1,238,733

3,353,406

3,965,408

 2

 An example of how this presentation would have looked on the face of the Company’s Statement of
Operations in its most recently filed Form 10-K for the fiscal year ended December 30, 2023 is presented below:

DARLING INGREDIENTS INC. AND SUBSIDIARIES

Consolidated Statement of Operations

Three years ended December 30, 2023

(In thousands, except per share data)

December 30,
2023

December 31,
2022

January 1,
2021

 Cost of sales and operating expenses (excludes depreciation and amortization, shown separately
below)

5,143,060

5,002,609

3,499,385

 As requested by the Staff, the Company also plans to revise its presentation within its MD&A discussion section in its Q3
2024 10-Q expected to be filed on November 6, 2024, as well as all future filings, to disclose the types of expenses that it includes in the cost of sales and operating expenses line item and the types of
expenses it includes in the selling, general and administrative expenses line item below its quarterly and year-to-date segment table presentation as presented below:

(1)
 Cost of sales and operating expenses includes the cost of raw materials, collection costs of the raw materials
and factory expenses including direct labor.

(2)
 Selling, general and administrative expenses include payroll related costs including incentive pay and stock
compensation, insurance related costs, professional fees, IT related costs, travel costs and other costs.

 Form 10-K for the Fiscal Year Ended December 30, 2023

 Note 23. Related Party Transactions, page 133

 3. We note your related party transaction disclosures related to sales to the DGD Joint Venture. Please identify on the face of your
consolidated statements of operations the amounts of the related party transactions and balances in future filings pursuant to Rule 4-08(k) of Regulation S-X.

 3

 As requested by the Staff, the Company revised its presentation on the face of the Statement of Operations in
its Q3 2024 Press Release furnished as Exhibit 99.1 to the Company’s Form 8-K filed on October 24, 2024 and plans to revise its presentation on the face of the Statement of Operations in its Q3 2024 10-Q expected to be filed on November 6, 2024, as well as all future filings, to disclose the amount of related party sales to Diamond Green Diesel pursuant to Rule
4-08(k) of Regulation S-X as presented below:

Three Months Ended

Nine Months Ended

September 28,
2024

September 30,
2023

September 28,
2024

September 30,
2023

 Net sales to third parties

$
 1,157,075

$
 1,348,602

$
3,551,392

$
 4,233,769

 Net sales to related party - Diamond Green Diesel

264,816

276,602

746,090

940,228

 Total net sales

1,421,891

1,625,204

4,297,482

5,173,997

 An example of how this presentation would have looked on the face of the Company’s Statement of Operations in its most
recently filed Form 10-K for the fiscal year ended December 30, 2023 is presented below:

DARLING INGREDIENTS INC. AND SUBSIDIARIES

Consolidated Statement of Operations

Three years ended December 30, 2023

(In thousands, except per share data)

December 30,
2023

December 31,
2022

January 1,
2021

 Net sales to third parties

$
5,460,259

$
 5,390,707

$
4,219,714

 Net sales to related party - Diamond Green Diesel

1,327,821

1,141,497

521,655

 Total net sales

6,788,080

6,532,204

4,741,369

 Form 8-K Furnished July 25, 2024

Exhibit 99.1, page 1

 4. We note you present
Segment EBITDA and Combined adjusted EBITDA for each segment in the press release. We also note your disclosure of segment income on a consolidated basis. Please note a segment measure of profitability not considered your measure of profitability
under ASC 280 is considered a non-GAAP financial measure and subject to the guidance in Item 10(e) of Regulation S-K. In this regard, please reconcile the differences
between the non-GAAP financial measures and the comparable GAAP measure, tell us how management uses these measures, and revise to disclose why management believes these measures are useful to investors. Refer
to Item 10(e)(1)(i)(B) of Regulation S-X and Question 103.02 of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures for
guidance.

 4

 As requested by the Staff, the Company will revise its earnings press releases beginning with its Q4 2024
release to provide tables that reconcile the difference between non-GAAP financial measures and the comparable GAAP measures as they relate to Segment Adjusted EBITDA and Combined Adjusted EBITDA for each
segment. Since this change will not be implemented until the Q4 2024 release, the Company prepared a reconciliation table related to its Q2 2024 segment tables as an example of such a presentation that it plans to utilize in its Q4 2024 press
release as presented below:

 Darling Ingredients Inc.

Segment Financial Tables

 (in
thousands, unaudited)

Feed
Ingredients

Food
Ingredients

Fuel
Ingredients

Corporate

Total

 Three Months Ended June 29, 2024

 Total net sales

$
934,147

$
378,841

$
142,304

$
 — 

$
1,455,292

 Cost of sales and operating expenses

737,871

276,760

113,790

— 

1,128,421

 Gross margin

196,276

102,081

28,514

— 

326,871

 Loss (gain) on sale of assets

205

37

(20
)

— 

222

 Selling, general and administrative expenses

74,015

28,844

8,409

18,463

129,731

 Restructuring and asset impairment charges

— 

— 

— 

— 

— 

 Acquisition and integration costs

— 

— 

— 

1130

1,130

 Change in fair value of contingent consideration

(33,122
)

— 

— 

— 

(33,122
)

 Depreciation and amortization

86,444

27,372

8,723

2,066

124,605

 Equity in net income of Diamond Green Diesel

— 

— 

44,197

— 

44,197

 Segment operating income/(loss)

$
68,734

$
45,828

$
55,599

$
(21,659
)

$
148,502

 Equity in net income of other unconsolidated subsidiaries

3017

— 

— 

— 

3,017

 Segment income/(loss)

$
71,751

$
45,828

$
55,599

$
(21,659
)

$
151,519

 Reconciliation of Segment income/(loss) to
(Non-GAAP) Segment

 Adjusted EBITDA and (Non-GAAP) Combined Adjusted EBITDA:

 Segment income/(loss)

$
71,751

$
45,828

$
55,599

$
(21,659
)

151,519

 Acquisition and integration costs

— 

— 

— 

1130

1,130

 Change in fair value of contingent consideration

(33,122
)

— 

— 

— 

(33,122
)

 Depreciation and amortization

86,444

27,372

8,723

2,066

124,605

 Equity in net income of Diamond Green Diesel

— 

— 

(44,197
)

— 

(44,197
)

 Equity in net income of other unconsolidated subsidiaries

(3017
)

— 

— 

— 

(3,017
)

 Segment Adjusted EBITDA (Non-GAAP)

$122,056

$73,200

$20,125

$
(18,463
)

$
196,918

 DGD Adjusted EBITDA (Darling’s Share)
(Non-GAAP)

— 

— 

76,642

— 

76,642

 Combined Adjusted EBITDA (Non-GAAP)

$122,056

$73,200

$96,767

$
(18,463
)

$
273,560

•

 See calculation of DGD Adjusted EBITDA below the DGD Statement of Operations

 5

 Diamond Green Diesel Joint Venture

Operating Financial Results

 For
the Three and Six Months Ended June 30, 2024 and June 30, 2023

 (in thousands, unaudited)

Three Months Ended

Six Months Ended

June 30, 2024

June 30, 2023

$ Change
Favorable
(Unfavorable)

June 30, 2024

June 30, 2023

$ Change
Favorable
(Unfavorable)

 Revenues:

 Operating revenues

$
1,184,076

$
2,246,111

$
(1,062,035
)

$
 2,595,191

$
3,926,161

$
(1,330,970
)

 Expenses:

 Total costs and expenses less lower of cost or market inventory valuation adjustment and
depreciation, amortization and accretion expense

1,014,927

1,751,315

736,388

2,174,283

3,172,719

998,436

 Lower of cost or market (LCM) inventory valuation adjustment

15,866

— 

(15,866
)

37,504

— 

(37,504
)

 Depreciation, amortization and accretion expense

61,910

58,315

(3,595
)

127,200

116,922

(10,278
)

 Total costs and expenses

1,092,703

1,809,630

716,927

2,338,987

3,289,641

950,654

 Operating income

91,373

436,481

(345,108
)

256,204

636,520

(380,316
)

 Other income

6,058

2,121

3,937

9,278

4,162

5,116

 Interest and debt expense, net

(9,037
)

(12,674
)

3,637

(20,279
)

(26,080
)

5,801

 Income before income tax expense

88,394

425,928

(337,534
)

245,203

614,602

(369,399
)

 Income tax benefit

— 

— 

— 

(29
)

— 

29

 Net income

$
88,394

$
425,928

$
(337,534
)

$
245,232

$
614,602

$
(369,370
)

 Reconciliation of DGD operating income to
(Non-GAAP) DGD Adjusted EBITDA:

 Operating income

$
91,373

$
436,481

$
(345,108
)

$
256,204

$
636,520

$
(380,316
)

 Depreciation, amortization and accretion expense

61,910

58,315

(3,595
)

127,200

116,922

(10,278
)

 DGD Adjusted EBITDA

153,283

494,796

341,513

383,404

753,442

370,038

 Darling’s Share 50%

50
%

50
%

50
%

50
%

 DGD Adjusted EBITDA (Darling’s Share)

$
76,642

$
247,398

$
170,757

$
191,702

$
376,721

$
185,019

 Additionally, the Company plans to disclose how management uses non-GAAP measures and
will disclose why management believes these measures are useful to investors as outlined below:

 Segment Adjusted EBITDA is not a recognized
accounting measurement under GAAP; it should not be considered as an alternative to segment income (loss), as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to
segment income (loss), but rather as a measure of the segment’s operating performance. Segment Adjusted EBITDA consists of segment income (loss), less equity in net income from unconsolidated subsidiaries, less equity in net income of Diamond
Green Diesel, plus depreciation and amortization, acquisition and integration costs, restructuring and asset impairment charges and the change in fair value of contingent consideration. Management

 6

believes that Segment Adjusted EBITDA is useful in evaluating the segment’s operating performance because the calculation of Segment Adjusted EBITDA generally eliminates non-cash and certain other items for reasons unrelated to overall operating performance and also believes this information is useful to investors.

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. It 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 expense, taxes, depreciation and amortization) is not calculated identically by all companies, the presentation in this report may not be comparable to EBITDA or Adjusted EBITDA presentations disclosed by other companies. Adjusted
EBITDA is calculated above and represents for any relevant period, net income/(loss) plus depreciation and amortization, restructuring and asset impairment charges, acquisition and integration costs, change in fair value of contingent consideration,
foreign currency loss/(gain), net income/(loss) attributable to non-controlling interests, interest expense, income tax provision, other income/(expense) and equity in net (income)/loss of unconsolidated
subsidiaries. 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, non-cash and certain other items that may vary for different companies for reasons unrelated to overall operating performance and also believes this information is useful to
investors.

 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, 6% Notes, 5.25% Notes and 3.625% Notes that were outstanding at
September 28, 2024. However, the amounts shown above for Adjusted EBITDA differ from the amounts calcula