GUARANTOR FINANCIAL INFORMATION

The Company's 5.375% Notes and 4.75% Notes (see Note 10) are guaranteed on a senior unsecured basis by the following Notes Guarantors, each of which is a 100% directly or indirectly owned subsidiary of Darling and which constitute all of Darling's existing restricted subsidiaries that are Credit Agreement Guarantors (other than Darling's foreign subsidiaries, Darling Global Finance B.V., which issued the 4.75% Notes and is discussed further below, or any receivables entity): Darling National, Griffin and its subsidiary Craig Protein, Darling AWS LLC, Terra Holding Company, Darling Global Holdings Inc., Darling Northstar LLC, TRS, EV Acquisition, Inc., Rousselot Inc., Rousselot Dubuque Inc., Sonac USA LLC and Rousselot Peabody Inc. In addition, the 4.75% Notes, which were issued by Darling Global Finance B.V., a wholly-owned indirect subsidiary of Darling, are guaranteed on a senior unsecured basis by Darling. The Notes Guarantors, and Darling in the case of the 4.75% Notes, fully and unconditionally guaranteed the 5.375% Notes and 4.75% Notes on a joint and several basis. The following financial statements present condensed consolidating financial data for (i) Darling, (ii) the combined Notes Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the 5.375% Notes or the 4.75% Notes (the "Non-guarantors"), and (iv) eliminations necessary to arrive at the Company's consolidated financial statements, which include condensed consolidated balance sheets as of January 2, 2016 and January 3, 2015, and the condensed consolidating statements of operations, the condensed consolidating statements of comprehensive income and the condensed consolidating statements of cash flows for the years ended January 2, 2016, January 3, 2015 and December 28, 2013.

Condensed Consolidating Balance Sheet

As of January 2, 2016

(in thousands)



	Parent			Guarantors		Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	3,443		$	3,993	$	149,448	$	—		$	156,884
Restricted cash	102			—		229		—			331
Accounts receivable	184,472			81,644		310,932		(205,656		)	371,392
Inventories	13,564			89,078		241,941		—			344,583
Income taxes refundable	7,695			—		4,268		—			11,963
Prepaid expenses	13,322			2,262		20,591		—			36,175
Other current assets	5,273			24		22,852		(17,689		)	10,460
Total current assets	227,871			177,001		750,261		(223,345		)	931,788
Investment in subsidiaries	4,072,855			1,141,644		837,604		(6,052,103		)	—
Property, plant and equipment, net	224,208			477,446		806,513		—			1,508,167
Intangible assets, net	17,794			326,231		438,324		—			782,349
Goodwill	21,860			549,690		661,552		—			1,233,102
Investment in unconsolidated subsidiaries	—			—		247,238		—			247,238
Other assets	54,191			499,764		326,173		(809,522		)	70,606
Deferred income taxes	—			—		16,352		—			16,352
	$	4,618,779		$	3,171,776	$	4,084,017	$	(7,084,970	)	$	4,789,602
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	22,184		$	—	$	42,749	$	(17,689	)	$	47,244
Accounts payable	6,981			210,926		122,136		(190,045		)	149,998
Income taxes payable	(383		)	373		6,689		—			6,679
Accrued expenses	82,854			29,037		143,547		(15,613		)	239,825
Total current liabilities	111,636			240,336		315,121		(223,347		)	443,746
Long-term debt, net of current portion	1,249,849			—		1,472,429		(809,522		)	1,912,756
Other noncurrent liabilities	57,578			1,999		38,232		—			97,809
Deferred income taxes	147,416			—		213,265		—			360,681
Total liabilities	1,566,479			242,335		2,039,047		(1,032,869		)	2,814,992
Total stockholders' equity	3,052,300			2,929,441		2,044,970		(6,052,101		)	1,974,610
	$	4,618,779		$	3,171,776	$	4,084,017	$	(7,084,970	)	$	4,789,602

Condensed Consolidating Balance Sheet

As of January 3, 2015

(in thousands)



	Parent		Guarantors		Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	10,447	$	14,460	$	83,877	$	—		$	108,784
Restricted cash	103		—		240		—			343
Accounts receivable	30,237		604,486		320,040		(544,984		)	409,779
Inventories	19,762		93,253		288,598		—			401,613
Income taxes refundable	18,647		—		3,493		—			22,140
Prepaid expenses	11,513		1,792		31,324		—			44,629
Other current assets	1,894		14		206,338		(186,922		)	21,324
Total current assets	92,603		714,005		933,910		(731,906		)	1,008,612
Investment in subsidiaries	3,874,466		1,096,541		837,605		(5,808,612		)	—
Property, plant and equipment, net	205,895		445,301		922,920		—			1,574,116
Intangible assets, net	21,903		366,315		544,195		—			932,413
Goodwill	21,860		549,950		748,609		—			1,320,419
Investment in unconsolidated subsidiary	—		—		202,712		—			202,712
Other assets	56,404		575,656		538,460		(1,099,511		)	71,009
Deferred income taxes	—		—		17,266		—			17,266
	$	4,273,131	$	3,747,768	$	4,745,677	$	(7,640,029	)	$	5,126,547
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	16,017	$	55	$	225,252	$	(186,923	)	$	54,401
Accounts payable	540,784		11,349		127,994		(511,609		)	168,518
Income tax payable	—		—		4,363		—			4,363
Accrued expenses	88,840		34,842		165,812		(33,375		)	256,119
Total current liabilities	645,641		46,246		523,421		(731,907		)	483,401
Long-term debt, net of current portion	1,334,556		—		1,862,994		(1,099,511		)	2,098,039
Other noncurrent liabilities	56,849		1,979		55,872		—			114,700
Deferred income taxes	134,248		—		245,025		—			379,273
Total liabilities	2,171,294		48,225		2,687,312		(1,831,418		)	3,075,413
Total stockholders' equity	2,101,837		3,699,543		2,058,365		(5,808,611		)	2,051,134
	$	4,273,131	$	3,747,768	$	4,745,677	$	(7,640,029	)	$	5,126,547

Condensed Consolidating Statements of Operations

For the year ended January 2, 2016

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	475,213		$	1,363,279		$	1,759,800		$	(200,846	)	$	3,397,446
Cost and expenses:
Cost of sales and operating expenses	369,928			1,108,864			1,376,079			(200,846		)	2,654,025
Selling, general and administrative expenses	122,509			55,691			144,374			—			322,574
Depreciation and amortization	34,889			98,400			136,615			—			269,904
Acquisition and integration costs	3,177			—			5,122			—			8,299
Total costs and expenses	530,503			1,262,955			1,662,190			(200,846		)	3,254,802
Operating income	(55,290		)	100,324			97,610			—			142,644

Interest expense	(60,945		)	18,839			(63,424		)	—			(105,530		)
Foreign currency gains/(losses)	(123		)	(1,649		)	(3,139		)	—			(4,911		)
Other income/(expense), net	(22,455		)	435			15,181			—			(6,839		)
Equity in net income of unconsolidated subsidiaries	—			—			73,416			—			73,416
Earnings in investments in subsidiaries	198,371			—			—			(198,371		)	—
Income/(loss) from operations before taxes	59,558			117,949			119,644			(198,371		)	98,780
Income taxes (benefit)	(18,973		)	16,121			16,353			—			13,501
Net (income)/loss attributable to noncontrolling interests	—			—			(6,748		)	—			(6,748		)
Net income/(loss) attributable to Darling	$	78,531		$	101,828		$	96,543		$	(198,371	)	$	78,531

Condensed Consolidating Statements of Operations

For the year ended January 3, 2015

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	557,316		$	1,620,054		$	2,063,310		$	(284,237	)	$	3,956,443
Cost and expenses:
Cost of sales and operating expenses	421,883			1,330,038			1,655,487			(284,237		)	3,123,171
Selling, general and administrative expenses	145,258			54,070			175,252			—			374,580
Depreciation and amortization	31,183			83,957			154,377			—			269,517
Acquisition and integration costs	20,410			—			4,257			—			24,667
Total costs and expenses	618,734			1,468,065			1,989,373			(284,237		)	3,791,935
Operating income	(61,418		)	151,989			73,937			—			164,508

Interest expense	(97,912		)	21,231			(58,554		)	(181		)	(135,416		)
Foreign currency gains/(losses)	(12,244		)	(417		)	(887		)	—			(13,548		)
Other income/(expense), net	(3,717		)	(19		)	3,854			181			299
Equity in net income of unconsolidated subsidiaries	—			—			65,609			—			65,609
Earnings in investments in subsidiaries	223,790			—			—			(223,790		)	—
Income/(loss) from operations before taxes	48,499			172,784			83,959			(223,790		)	81,452
Income taxes (benefit)	(15,716		)	17,534			11,323			—			13,141
Net (income)/loss attributable to noncontrolling interests	—			—			(4,096		)	—			(4,096		)
Net income/(loss) attributable to Darling	$	64,215		$	155,250		$	68,540		$	(223,790	)	$	64,215

Condensed Consolidating Statements of Operations

For the year ended December 28, 2013

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	708,166		$	1,288,824		$	41,196		$	(235,918	)	$	1,802,268
Cost and expenses:
Cost of sales and operating expenses	559,117			988,295			28,325			(235,918		)	1,339,819
Selling, general and administrative expenses	91,723			76,016			3,086			—			170,825
Depreciation and amortization	24,794			68,139			5,854			—			98,787
Acquisition costs	14,074			—			9,197			—			23,271
Total costs and expenses	689,708			1,132,450			46,462			(235,918		)	1,632,702
Operating income	18,458			156,374			(5,266		)	—			169,566

Interest expense	(36,964		)	3,281			(4,425		)	—			(38,108		)
Foreign currency gains/(losses)	27,516			(42		)	633			—			28,107
Other income/(expense), net	(3,373		)	55			(229		)	—			(3,547		)
Equity in net income of unconsolidated subsidiary	—			—			7,660			—			7,660
Earnings in investments in subsidiaries	105,178			—			—			(105,178		)	—
Income/(loss) from operations before taxes	110,815			159,668			(1,627		)	(105,178		)	163,678
Income taxes (benefit)	1,848			52,351			512			—			54,711
Net income/(loss)	$	108,967		$	107,317		$	(2,139	)	$	(105,178	)	$	108,967

Condensed Consolidating Statements of Comprehensive Income/(Loss)

For the year ended January 2, 2016

(in thousands)



	Parent		Guarantors		Non-guarantors			Eliminations			Consolidated
Net income	$	85,279	$	101,828	$	96,543		$	(198,371	)	$	85,279
Other comprehensive income/(loss), net of tax:
Foreign currency translation	—		—		(162,436		)	—			(162,436		)
Pension adjustments	83		109		4,010			—			4,202
Corn option derivative adjustments	1,767		—		—			—			1,767
Total other comprehensive income, net of tax	1,850		109		(158,426		)	—			(156,467		)
Total comprehensive income/(loss)	87,129		101,937		(61,883		)	(198,371		)	(71,188		)
Comprehensive income attributable to noncontrolling interests	—		—		9,139			—			$	9,139
Comprehensive income/(loss) attributable to Darling	$	87,129	$	101,937	$	(71,022	)	$	(198,371	)	$	(80,327	)

Condensed Consolidating Statements of Comprehensive Income/(Loss)

For the year ended January 3, 2015

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net income	$	68,311		$	155,250		$	68,540		$	(223,790	)	$	68,311
Other comprehensive income (loss), net of tax:
Foreign currency translation	—			—			(119,684		)	—			(119,684		)
Pension adjustments	(11,844		)	(34		)	(8,503		)	—			(20,381		)
Natural gas swap derivative adjustments	(113		)	—			—			—			(113		)
Corn option derivative adjustments	(1,259		)	—			—			—			(1,259		)
Total other comprehensive income, net of tax	(13,216		)	(34		)	(128,187		)	—			(141,437		)
Total comprehensive income (loss)	$	55,095		$	155,216		$	(59,647	)	$	(223,790	)	$	(73,126	)
Comprehensive income attributable to noncontrolling interests	—			—			10,296			—			10,296
Comprehensive income/(loss) attributable to Darling	$	55,095		$	155,216		$	(69,943	)	$	(223,790	)	$	(83,422	)

Condensed Consolidating Statements of Comprehensive Income/(Loss)

For the year ended December 28, 2013

(in thousands)



	Parent		Guarantors		Non-guarantors			Eliminations			Consolidated
Net income	$	108,967	$	107,317	$	(2,139	)	$	(105,178	)	$	108,967
Other comprehensive income (loss), net of tax:
Foreign currency translation	—		—		(14,502		)	—			(14,502		)
Pension adjustments	15,060		—		80			—			15,140
Natural gas swap derivative adjustments	127		—		—			—			127
Corn option derivative adjustments	1,141		—		—			—			1,141
Total other comprehensive income, net of tax	16,328		—		(14,422		)	—			1,906
Total comprehensive income (loss)	$	125,295	$	107,317	$	(16,561	)	$	(105,178	)	$	110,873

Condensed Consolidating Statements of Cash Flows

For the year ended January 2, 2016

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	85,279		$	101,828		$	96,543		$	(198,371	)	$	85,279
Earnings in investments in subsidiaries	(198,371		)	—			—			198,371			—
Other operating cash flows	250,986			(53,098		)	138,181			—			336,069
Net cash provided/(used) by operating activities	137,894			48,730			234,724			—			421,348

Cash flows from investing activities:
Capital expenditures	(46,574		)	(91,702		)	(91,572		)	—			(229,848		)
Acquisitions, net of cash acquired	—			—			(377		)	—			(377		)
Investment in subsidiaries and affiliates	(20		)	(45,103		)	29,541			15,582			—
Note receivable from affiliates	—			76,019			(76,019		)	—			—
Gross proceeds from sale of property, plant and equipment and other assets	1,035			1,154			1,651			—			3,840
Proceeds from insurance settlements	71			490			—			—			561
Payments related to routes and other intangibles	—			—			(3,845		)	—			(3,845		)
Net cash provide/(used) in investing activities	(45,488		)	(59,142		)	(140,621		)	15,582			(229,669		)

Cash flows from financing activities:
Proceeds from long-term debt	—			—			590,745			—			590,745
Payments on long-term debt	(16,111		)	(55		)	(593,089		)	—			(609,255		)
Borrowings from revolving credit facility	25,000			—			53,244			—			78,244
Payments on revolving credit facility	(90,000		)	—			(76,755		)	—			(166,755		)
Net overdraft financing	—			—			(1,261		)	—			(1,261		)
Deferred loan costs	(7,295		)	—			(10,015		)	—			(17,310		)
Issuance of common stock	171			—			—			—			171
Repurchase of treasury stock	(5,912		)	—			—			—			(5,912		)
Contributions from parent	—			—			15,582			(15,582		)	—
Minimum withholding taxes paid on stock awards	(4,874		)	—			—			—			(4,874		)
Excess tax benefits from stock-based compensation	(389		)	—			—			—			(389		)
Deduction of noncontrolling interest	—			—			(87		)	—			(87		)
Distributions to noncontrolling interests	—			—			(3,295		)	—			(3,295		)
Net cash provided/(used) in financing activities	(99,410		)	(55		)	(24,931		)	(15,582		)	(139,978		)

Effect of exchange rate changes on cash and cash equivalent	—			—			(3,601		)	—			(3,601		)
Net increase/(decrease) in cash and cash equivalents	(7,004		)	(10,467		)	65,571			—			48,100
Cash and cash equivalents at beginning of year	10,447			14,460			83,877			—			108,784
Cash and cash equivalents at end of year	$	3,443		$	3,993		$	149,448		$	—		$	156,884

Condensed Consolidating Statements of Cash Flows

For the year ended January 3, 2015

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income/(loss)	$	68,311		$	155,250		$	68,540		$	(223,790	)	$	68,311
Earnings in investments in subsidiaries	(223,790		)	—			—			223,790			—
Other operating cash flows	226,120			(34,238		)	14,979			—			206,861
Net cash provided by operating activities	70,641			121,012			83,519			—			275,172

Cash flows from investing activities:
Capital expenditures	(39,248		)	(84,299		)	(105,371		)	—			(228,918		)
Acquisitions, net of cash acquired	—			(19,394		)	(2,075,006		)	—			(2,094,400		)
Investment in subsidiaries and affiliates	(1,483,007		)	(1,442,788		)	(440,619		)	3,366,414			—
Note receivable from affiliates	—			(204,074		)	204,074			—			—
Gross proceeds from sale of property, plant and equipment and other assets	1,522			5,155			2,585			—			9,262
Proceeds from insurance settlements	1,350			200			—			—			1,550
Payments related to routes and other intangibles	(9,640		)	—			(1,648		)	—			(11,288		)
Net cash provided/(used) in investing activities	(1,529,023		)	(1,745,200		)	(2,415,985		)	3,366,414			(2,323,794		)

Cash flows from financing activities:
Proceeds from long-term debt	1,100,000			—			742,184			—			1,842,184
Payments on long-term debt	(264,500		)	(87		)	(69,175		)	—			(333,762		)
Borrowings from revolving credit facility	122,445			—			47,698			—			170,143
Payments on revolving credit facility	(297,445		)	—			(54,144		)	—			(351,589		)
Net overdraft financing	—			—			4,077			—			4,077
Deferred loan costs	(41,748		)	—			(3,475		)	—			(45,223		)
Issuances of common stock	416			—			—			—			416
Contributions from parent	—			1,632,618			1,733,796			(3,366,414		)	—
Minimum withholding taxes paid on stock awards	(10,026		)	—			—			—			(10,026		)
Excess tax benefits from stock-based compensation	2,420			—			—			—			2,420
Addition of noncontrolling interest	—			—			1,201			—			1,201
Distributions to noncontrolling interests	—			—			(4,272		)	—			(4,272		)
Net cash provided/(used) in financing activities	611,562			1,632,531			2,397,890			(3,366,414		)	1,275,569

Effect of exchange rate changes on cash and cash equivalents	—			—			10,980			—			10,980
Net increase/(decrease) in cash and cash equivalents	(846,820		)	8,343			76,404			—			(762,073		)
Cash and cash equivalents at beginning of year	857,267			6,117			7,473			—			870,857
Cash and cash equivalents at end of year	$	10,447		$	14,460		$	83,877		$	—		$	108,784

Condensed Consolidating Statements of Cash Flows

For the year ended December 28, 2013

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income/(loss)	$	108,967		$	107,317		$	(2,139	)	$	(105,178	)	$	108,967
Earnings in investments in subsidiaries	(105,178		)	—			—			105,178			—
Other operating cash flows	135,315			(39,459		)	5,898			—			101,754
Net cash provided/(used) by operating activities	139,104			67,858			3,759			—			210,721

Cash flows from investing activities:
Capital expenditures	(45,173		)	(68,716		)	(4,418		)	—			(118,307		)
Acquisitions, net of cash acquired	—			(121,440		)	(612,635		)	—			(734,075		)
Investment in subsidiaries and affiliates	(600,537		)	(63,115		)	(44,959		)	663,652			(44,959		)
Note receivable from affiliates	—			(370,996		)	—			370,996			—
Gross proceeds from sale of property, plant and equipment and other assets	1,329			1,029			—			—			2,358
Proceeds from insurance settlements	1,531			450			—			—			1,981
Payments related to routes and other intangibles	(2,423		)	—			—			—			(2,423		)
Net cash provided/(used) in investing activities	(645,273		)	(622,788		)	(662,012		)	1,034,648			(895,425		)

Cash flows from financing activities:
Proceeds from long-term debt	200,000			—			144,704			—			344,704
Payments on long-term debt	—			(82		)	(498		)	—			(580		)
Borrowing from revolving credit facility	245,000			—			48,235			—			293,235
Payments on revolving credit facility	(5,000		)	—			—			—			(5,000		)
Borrowings from affiliates	—			—			370,996			(370,996		)	—
Deferred loan costs	(11,916		)	—			(1,404		)	—			(13,320		)
Issuances of common stock	840,558			—			—			—			840,558
Contributions from parent	—			555,552			108,100			(663,652		)	—
Minimum withholding taxes paid on stock awards	(3,289		)	—			—			—			(3,289		)
Excess tax benefits from stock-based compensation	1,138			—			—			—			1,138
Net cash provided/(used) in financing activities	1,266,491			555,470			670,133			(1,034,648		)	1,457,446

Effect of exchange rate changes on cash and cash equivalents	—			—			(5,134		)	—			(5,134		)
Net increase/(decrease) in cash and cash equivalents	760,322			540			6,746			—			767,608
Cash and cash equivalents at beginning of year	96,945			5,577			727			—			103,249
Cash and cash equivalents at end of year	$	857,267		$	6,117		$	7,473		$	—		$	870,857