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VIA EDGAR CORRESPONDENCE Division of Corporation Finance United States Securities and Exchange Commission Filed February 28, 2024 Form 8-K Furnished July 25, 2024 Response to SEC Comment Letter Dated November 4, 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 November 4, 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”),the Company’s Form 8-K furnished on July 25, 2024 (the “Form 8-K”) and the Response Letter Dated November 1, 2024.

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.

Response Letter Dated November 1, 2024

Company Response to Staff Comment 4, page 5

1. We note your response to prior comment 4 where segment adjusted EBITDA and combined adjusted EBITDA are reconciled to segment income (loss), which is operating income adjusted by equity in net income of other unconsolidated subsidiaries, and DGD adjusted EBITDA is reconciled to operating income. Please revise future disclosures to reconcile them to net income (loss). The comment also applies to earnings slide presentations furnished in Forms 8-K. Refer to Question 103.02 of the SEC Staff’s Compliance and Disclosure Interpretations on Non- GAAP Financial Measures.

As requested by the Staff, the Company will revise its earnings press release and earnings slide presentation beginning with its Q4 2024 earnings release to provide tables that reconcile the differences between non-GAAP financial measures Segment Adjusted EBITDA and Combined Adjusted EBITDA to net income (loss) for each segment. Since this change will not be implemented until the Q4 2024 earnings press release and earnings slide presentation, 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 earnings press release and earnings slide presentation, as well as all future earnings press releases and earnings slide presentations, as presented below:

Earnings Press Release

Segment Financial Tables (in thousands)

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

(20 )

—

Selling, general and administrative expenses

74,015

28,844

8,409

18,463

129,731

Restructuring and asset impairment charges

—

—

—

—

—

Acquisition and integration costs

—

—

—

1,130

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

3,017

—

—

—

3,017

Segment income/(loss)

$ 71,751

$ 45,828

$ 55,599

$ (21,659 )

$ 151,519

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

Reconciliation of Net Income/(loss) to (Non-GAAP) Segment Adjusted EBITDA and (Non-GAAP) Combined Adjusted EBITDA:

Net income attributable to Darling

$ 71,751

$ 45,828

$ 55,599

$ (94,312 )

$ 78,866

Net income attributable to noncontrolling interests

—

—

—

2,499

2,499

Income tax expense

—

—

—

Interest expense

—

—

—

69,225

69,225

Foreign currency gain

—

—

—

(413 )

(413 )

Other expense, net

—

—

—

Segment income/(loss)

$ 71,751

$ 45,828

$ 55,599

$ (21,659 )

$ 151,519

Acquisition and integration costs

—

—

—

1,130

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

3,017

—

—

—

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 reconciliation of DGD Net Income to (Non-GAAP) DGD Adjusted EBITDA below the DGD Statement of Operations

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,

June 30,

$ Change Favorable (Unfavorable)

June 30,

June 30,

$ 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 )

—

Net income

$ 88,394

$ 425,928

$ (337,534 )

$ 245,232

$ 614,602

$ (369,370 )

Reconciliation of DGD Net Income to (Non-GAAP) DGD Adjusted EBITDA:

Net income

$ 88,394

$ 425,928

$ (337,534 )

$ 245,232

$ 614,602

$ (369,370 )

Income tax benefit

—

—

—

(29 )

—

Interest and debt expense, net

9,037

12,674

(3,637 )

20,279

26,080

(5,801 )

Other income

(6,058 )

(2,121 )

(3,937 )

(9,278 )

(4,162 )

(5,116 )

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 (Non-GAAP)

153,283

494,796

341,513

383,404

753,442

370,038

Darling’s Share 50%

%

%

%

%

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

$ 76,642

$ 247,398

$ 170,757

$ 191,702

$ 376,721

$ 185,019

Earnings Slide Presentation

Presented below is a revised reconciliation of the Feed Segment that reconciles from Net Income (loss) to Segment Adjusted EBITDA for Q2 2024 that the Company plans to follow the format of in its Q4 2024 earnings slide presentation as well as all future earnings slide presentations:

US $ (in millions, unaudited)

Q2 2024

Q2 2023

YTD 2024

YTD 2023

Net Sales

$ 934,147

$ 1,141,661

$ 1,823,995

$ 2,379,155

Cost of sales & operating expenses

737,871

876,413

1,443,640

1,826,485

Gross margin

$ 196,276

$ 265,248

$ 380,355

$ 552,670

Loss (gain) on sale of assets

-20

Selling, general and administrative expenses

74,015

77,406

151,153

152,097

Restructuring and asset impairment charges

—

—

—

Change in fair value of contingent consideration

-33,122

-7,499

-58,371

-7,499

Depreciation and amortization

86,444

82,575

174,013

172,895

Segment operating income

68,734

112,444

113,223

235,105

Equity in net income of other unconsolidated subsidiaries

3,017

1,849

5,327

1,969

Segment Income

$ 71,751

$ 114,293

$ 118,550

$ 237,074

Segment Adjusted EBITDA (Non-GAAP)

$ 122,056

$ 187,520

$ 228,865

$ 400,593

Raw material processed (mmts)

3.1

3.1

6.2

6.3

Reconciliation of Net Income (Loss) to (Non-GAAP) Segment Adjusted EBITDA:

Segment Income *

$ 71,751

$ 114,293

$ 118,550

$ 237,074

Equity in net income of other unconsolidated

(3,017 )

(1,849 )

(5,327 )

(1,969 )

Restructuring and asset impairment charges

—

—

—

Change in fair value of contingent consideration

(33,122 )

(7,499 )

(58,371 )

(7,499 )

Depreciation and amortization

86,444

82,575

174,013

172,895

Segment Adjusted EBITDA (Non-GAAP)

$ 122,056

$ 187,520

$ 228,865

$ 400,593

* When presented by Segment, no adjustments are necessary to reconcile Segment Income to Net Income for the Feed Segment.

Presented below is a revised reconciliation of the Food Segment that reconciles from Net Income (loss) to Segment Adjusted EBITDA for Q2 2024 that the Company plans to follow the format of in its Q4 2024 earnings slide presentation as well as all future earnings slide presentations:

US $ (in millions, unaudited)

Q2 2024

Q2 2023

YTD 2024

YTD 2023

Net Sales

$ 378,841

$ 476,093

$ 770,123

$ 872,485

Cost of sales & operating expenses

276,760

371,095

574,905

661,210

Gross margin

$ 102,081

$ 104,998

$ 195,218

$ 211,275

Loss (gain) on sale of assets

-257

-19

Selling, general and administrative expenses

28,844

33,684

60,588

66,806

Restructuring and asset impairment charges

—

—

5,328

Depreciation and amortization

27,372

28,445

56,240

42,918

Segment Income

$ 45,828

$ 41,971

$ 78,647

$ 96,242

Segment Adjusted EBITDA (Non-GAAP)

$ 73,200

$ 71,312

$ 134,887

$ 144,488

Raw material processed (mts)

304,700

331,300

604,500

595,600

Reconciliation of Net Income (Loss) to (Non-GAAP) Segment Adjusted EBITDA:

Segment Income *

$ 45,828

$ 41,971

$ 78,647

$ 96,242

Restructuring and asset impairment charges

—

—

5,328

Depreciation and amortization

27,372

28,445

56,240

42,918

Segment Adjusted EBITDA (Non-GAAP)

$ 73,200

$ 71,312

$ 134,887

$ 144,488

* When presented by Segment, no adjustments are necessary to reconcile Segment Income to Net Income for the Food Segment.

Presented below is a revised reconciliation of the Fuel Segment that reconciles from Net Income (loss) to Segment Adjusted EBITDA and Combined Adjusted EBITDA for Q2 2024 that the Company plans to follow the format of in its Q4 2024 earnings slide presentation as well as all future earnings slide presentations:

US $ (in millions, unaudited)

Q2 2024

Q2 2023

YTD 2024

YTD 2023

Net Sales

$ 142,304

$ 139,867

$ 281,473

$ 297,153

Cost of sales & operating expenses

113,790

112,194

226,542

238,980

Gross margin

$ 28,514

$ 27,673

$ 54,931

$ 58,173

Gain on sale of assets

(20 )

(65 )

(432 )

(29 )

Selling, general & administrative expenses

8,409

4,971

17,154

11,163

Depreciation & amortization

8,723

8,567

17,390

16,960

Equity in net income of Diamond Green Diesel

44,197

212,964

122,616

307,301

Segment Income

$ 55,599

$ 227,164

$ 143,435

$ 337,380

Segment Adjusted EBITDA (Non-GAAP)

$ 20,125

$ 22,767

$ 38,209

$ 47,039

Raw material processed (mt)*

362,000

346,500

718,900

696,200

Reconciliation of Net Income (Loss) to (Non-GAAP) Segment Adjusted EBITDA:

Segment Income *

$ 55,599

$ 227,164

$ 143,435

$ 337,380

Depreciation and amortization

8,723

8,567

17,390

16,960

Equity in net income of Diamond Green Diesel

(44,197 )

(212,964 )

(122,616 )

(307,301 )

Segment Adjusted EBITDA (Non-GAAP)

$ 20,125

$ 22,767

$ 38,209

$ 47,039

* When presented by Segment, no adjustments are necessary to reconcile Segment Income to Net Income for the Fuel Segment.

Reconciliation of DGD Net Income to (Non-GAAP) DGD Adjusted EBITDA:

Net income

$ 88,394

$ 425,928

$ 245,232

$ 614,602

Income tax benefit

—

—

(29 )

—

Interest and debt expense, net

9,037

12,674

20,279

26,080

Other income

(6,058 )

(2,121 )

(9,278 )

(4,162 )

Operating Income

$ 91,373

$ 436,481

$ 256,204

$ 636,520

Depreciation, amortization and accrued expense

61,910

58,315

127,200

116,922

DGD Adjusted EBITDA (Non-GAAP)

153,283

494,796

383,404

753,442

Darling’s Share 50%

%

%

%

%

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

$ 76,642

$ 247,398

$ 191,702

$ 376,721

Segment Adjusted EBITDA (Non-GAAP)

$ 20,125

$ 22,767

$ 38,209

$ 47,039

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

$ 76,642

$ 247,398

$ 191,702

$ 376,721

Combined Adjusted EBITDA (Non-GAAP)

$ 96,767

$ 270,165

$ 229,911

$ 423,760

Additionally, the Company plans to further revise the following disclosures on the use of non-GAAP measures in the Company’s future earnings press releases and earnings slide presentations to reconcile them to net income/(loss) as outlined below:

Segment Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net 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 net income (loss), but rather as a measure of the segment’s operating performance.Segment Adjusted EBITDA consists of 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 noncontrolling interests, interest expense, income tax provision, other income/(expense), equity in net (income)/loss of unconsolidated subsidiaries and equity in net (income)/loss of Diamond Green Diesel. Management 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.

DGD Adjusted EBITDA is not reflected in the Adjusted EBITDA or the Pro forma Adjusted EBITDA to Foreign Currency.DGD Adjusted EBITDA is not a recognized accounting measure under GAAP; it should not be considered as an alternative to net income/(loss) or equity in net income/(loss) of Diamond Green Diesel, 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. The Company calculates DGD Adjusted EBITDA by taking DGD’s net income/(loss) plus income tax expense/(benefit), interest and debt expense, net, and DGD’s depreciation, amortization and accretion expense less other income.Management believes that DGD Adjusted EBITDA is useful in evaluating the Company’s operating performance because the calculation of DGD Adjusted EBITDA generally eliminates non-cash and certain other items at DGD unrelated to overall operating performance and also believes this information is useful to investors. The Company calculates Darling’s Share of DGD Adjusted EBITDA by taking DGD Adjusted EBITDA and