Guarantor Financial Information

The Company's 5.375% Notes and 4.75% Notes (see Note 7) 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 consolidated 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 July 1, 2017 and December 31, 2016, and the condensed consolidated statements of operations, the condensed consolidated statements of comprehensive income/(loss) and the condensed consolidated statements of cash flows for the three and six months months ended July 1, 2017 and July 2, 2016. Separate financial information is not presented for Darling Global Finance B.V. since it was formed as a special purpose finance subsidiary for the purpose of issuing the 4.75% Notes and therefore does not have any substantial operations or assets.

Condensed Consolidated Balance Sheet

As of July 1, 2017

(in thousands)



	Parent		Guarantors		Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	1,174	$	1,717	$	121,926	$	—		$	124,817
Restricted cash	103		—		179		—			282
Accounts receivable	31,932		181,674		363,857		(194,506		)	382,957
Inventories	12,466		93,965		253,204		—			359,635
Income taxes refundable	2,914		—		3,473		—			6,387
Prepaid expenses	13,531		2,785		21,434		—			37,750
Other current assets	2,915		1,712		12,095		(3,621		)	13,101
Total current assets	65,035		281,853		776,168		(198,127		)	924,929
Investment in subsidiaries	4,361,030		1,154,398		875,051		(6,390,479		)	—
Property, plant and equipment, net	252,217		504,818		827,700		—			1,584,735
Intangible assets, net	19,104		276,198		407,880		—			703,182
Goodwill	21,860		552,154		697,913		—			1,271,927
Investment in unconsolidated subsidiaries	2,923		—		276,891		—			279,814
Other assets	34,385		356,456		179,084		(521,686		)	48,239
Deferred taxes	—		—		17,050		—			17,050
	$	4,756,554	$	3,125,877	$	4,057,737	$	(7,110,292	)	$	4,829,876
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	1,215	$	—	$	21,776	$	(3,621	)	$	19,370
Accounts payable	207,344		26,538		137,308		(184,732		)	186,458
Income taxes payable	3,819		373		13,021		—			17,213
Accrued expenses	84,454		24,990		166,268		(9,773		)	265,939
Total current liabilities	296,832		51,901		338,373		(198,126		)	488,980
Long-term debt, net of current portion	1,076,227		—		1,173,012		(521,686		)	1,727,553
Other noncurrent liabilities	62,021		—		34,895		—			96,916
Deferred income taxes	137,049		—		212,172		—			349,221
Total liabilities	1,572,129		51,901		1,758,452		(719,812		)	2,662,670
Total stockholders’ equity	3,184,425		3,073,976		2,299,285		(6,390,480		)	2,167,206
	$	4,756,554	$	3,125,877	$	4,057,737	$	(7,110,292	)	$	4,829,876

Condensed Consolidated Balance Sheet

As of December 31, 2016

(in thousands)



	Parent			Guarantors		Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	1,470		$	5,754	$	107,340	$	—		$	114,564
Restricted cash	103			—		190		—			293
Accounts receivable	39,209			97,220		339,251		(87,283		)	388,397
Inventories	16,573			85,890		228,352		—			330,815
Income taxes refundable	3,566			—		3,913		—			7,479
Prepaid expenses	11,152			2,769		16,063		—			29,984
Other current assets	5,859			3,165		19,221		(6,475		)	21,770
Total current assets	77,932			194,798		714,330		(93,758		)	893,302
Investment in subsidiaries	4,296,200			1,154,398		909,263		(6,359,861		)	—
Property, plant and equipment, net	233,456			497,312		784,807		—			1,515,575
Intangible assets, net	13,746			291,724		406,457		—			711,927
Goodwill	21,860			549,960		654,073		—			1,225,893
Investment in unconsolidated subsidiary	1,438			—		291,279		—			292,717
Other assets	36,063			396,222		160,505		(549,177		)	43,613
Deferred income taxes	—			—		14,990		—			14,990
	$	4,680,695		$	3,084,414	$	3,935,704	$	(7,002,796	)	$	4,698,017
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	4,220		$	—	$	25,502	$	(6,475	)	$	23,247
Accounts payable	116,075			18,142		130,718		(84,040		)	180,895
Income taxes payable	(383		)	373		4,923		—			4,913
Accrued expenses	86,581			33,834		125,624		(3,243		)	242,796
Total current liabilities	206,493			52,349		286,767		(93,758		)	451,851
Long-term debt, net of current portion	1,109,523			—		1,167,349		(549,176		)	1,727,696
Other noncurrent liabilities	63,072			—		33,042		—			96,114
Deferred income taxes	140,543			—		205,591		—			346,134
Total liabilities	1,519,631			52,349		1,692,749		(642,934		)	2,621,795
Total stockholders’ equity	3,161,064			3,032,065		2,242,955		(6,359,862		)	2,076,222
	$	4,680,695		$	3,084,414	$	3,935,704	$	(7,002,796	)	$	4,698,017

Condensed Consolidated Statements of Operations

For the three months ended July 1, 2017

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	135,896		$	359,840		$	459,621		$	(59,009	)	$	896,348
Cost and expenses:
Cost of sales and operating expenses	107,977			290,511			361,285			(59,009		)	700,764
Selling, general and administrative expenses	35,951			13,351			36,229			—			85,531
Depreciation and amortization	9,980			25,876			37,134			—			72,990
Total costs and expenses	153,908			329,738			434,648			(59,009		)	859,285
Operating income/(loss)	(18,012		)	30,102			24,973			—			37,063

Interest expense	(14,247		)	3,968			(12,167		)	—			(22,446		)
Foreign currency gains/(losses)	(178		)	205			(2,138		)	—			(2,111		)
Other income/(expense), net	(3,437		)	(1,590		)	2,331			—			(2,696		)
Equity in net income/(loss) of unconsolidated subsidiaries	(393		)	—			8,653			—			8,260
Earnings in investments in subsidiaries	26,513			—			—			(26,513		)	—
Income/(loss) before taxes	(9,754		)	32,685			21,652			(26,513		)	18,070
Income taxes (benefit)	(18,903		)	16,325			10,320			—			7,742
Net income attributable to noncontrolling interests	—			—			(1,179		)	—			(1,179		)
Net income/(loss) attributable to Darling	$	9,149		$	16,360		$	10,153		$	(26,513	)	$	9,149

Condensed Consolidated Statements of Operations

For the six months ended July 1, 2017

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	272,053		$	720,024		$	900,971		$	(116,628	)	$	1,776,420
Cost and expenses:
Cost of sales and operating expenses	217,640			583,282			706,097			(116,628		)	1,390,391
Selling, general and administrative expenses	75,767			27,528			70,153			—			173,448
Depreciation and amortization	20,265			51,312			72,527			—			144,104
Total costs and expenses	313,672			662,122			848,777			(116,628		)	1,707,943
Operating income/(loss)	(41,619		)	57,902			52,194			—			68,477

Interest expense	(27,833		)	7,991			(24,284		)	—			(44,126		)
Foreign currency gains/(losses)	(184		)	180			(2,371		)	—			(2,375		)
Other income/(expense), net	(6,338		)	(1,558		)	4,240			—			(3,656		)
Equity in net income/(loss) of unconsolidated subsidiaries	(766		)	—			9,732			—			8,966
Earnings in investments in subsidiaries	64,831			—			—			(64,831		)	—
Income/(loss) before taxes	(11,909		)	64,515			39,511			(64,831		)	27,286
Income taxes (benefit)	(26,887		)	22,604			13,843			—			9,560
Net income attributable to noncontrolling interests	—			—			(2,748		)	—			(2,748		)
Net income/(loss) attributable to Darling	$	14,978		$	41,911		$	22,920		$	(64,831	)	$	14,978

Condensed Consolidated Statements of Operations

For the three months ended July 2, 2016

(in thousands)



	Parent			Guarantors		Non-guarantors			Eliminations			Consolidated
Net sales	$	129,377		$	342,879	$	452,833		$	(47,748	)	$	877,341
Cost and expenses:
Cost of sales and operating expenses	99,788			272,746		352,329			(47,748		)	677,115
Selling, general and administrative expenses	34,569			11,461		30,128			—			76,158
Acquisition and integration costs	—			—		70			—			70
Depreciation and amortization	9,412			24,102		36,017			—			69,531
Total costs and expenses	143,769			308,309		418,544			(47,748		)	822,874
Operating income/(loss)	(14,392		)	34,570		34,289			—			54,467

Interest expense	(15,338		)	4,577		(13,219		)	—			(23,980		)
Foreign currency gains/(losses)	74			23		(89		)	—			8
Other income/(expense), net	(3,665		)	127		1,165			—			(2,373		)
Equity in net income/(loss) of unconsolidated subsidiaries	(355		)	—		14,207			—			13,852
Earnings in investments in subsidiaries	68,020			—		—			(68,020		)	—
Income/(loss) before taxes	34,344			39,297		36,353			(68,020		)	41,974
Income taxes	2,345			1,920		3,718			—			7,983
Net income attributable to noncontrolling interests	—			—		(1,992		)	—			(1,992		)
Net income/(loss) attributable to Darling	$	31,999		$	37,377	$	30,643		$	(68,020	)	$	31,999

Condensed Consolidated Statements of Operations

For the six months ended July 2, 2016

(in thousands)



	Parent			Guarantors		Non-guarantors			Eliminations			Consolidated
Net sales	$	237,748		$	646,644	$	863,870		$	(91,280	)	$	1,656,982
Cost and expenses:
Cost of sales and operating expenses	189,271			509,082		668,935			(91,280		)	1,276,008
Selling, general and administrative expenses	70,462			24,597		62,568			—			157,627
Acquisition costs	—			—		401			—			401
Depreciation and amortization	20,837			50,910		70,040			—			141,787
Total costs and expenses	280,570			584,589		801,944			(91,280		)	1,575,823
Operating income/(loss)	(42,822		)	62,055		61,926			—			81,159

Interest expense	(30,860		)	8,954		(25,975		)	—			(47,881		)
Foreign currency gains/(losses)	43			188		(2,826		)	—			(2,595		)
Other income/(expense), net	(6,990		)	122		3,190			—			(3,678		)
Equity in net income/(loss) of unconsolidated subsidiaries	(452		)	—		19,947			—			19,495
Earnings in investments in subsidiaries	96,991			—		—			(96,991		)	—
Income/(loss) before taxes	15,910			71,319		56,262			(96,991		)	46,500
Income taxes (benefit)	(17,168		)	15,101		11,913			—			9,846
Net income attributable to noncontrolling interests	—			—		(3,576		)	—			(3,576		)
Net income/(loss) attributable to Darling	$	33,078		$	56,218	$	40,773		$	(96,991	)	$	33,078

Condensed Consolidated Statements of Comprehensive Income/(Loss)

For the three months ended July 1, 2017

(in thousands)



	Parent			Guarantors		Non-guarantors			Eliminations			Consolidated
Net income/(loss)	$	10,328		$	16,360	$	10,153		$	(26,513	)	$	10,328
Other comprehensive income/(loss), net of tax:
Foreign currency translation	—			—		49,112			—			49,112
Pension adjustments	641			—		119			—			760
Corn option derivative adjustments	(869		)	—		—			—			(869		)
Total other comprehensive income/(loss), net of tax	(228		)	—		49,231			—			49,003
Total comprehensive income/(loss)	10,100			16,360		59,384			(26,513		)	59,331
Total comprehensive loss attributable to noncontrolling interest	—			—		(1,418		)	—			(1,418		)
Total comprehensive income/(loss) attributable to Darling	$	10,100		$	16,360	$	60,802		$	(26,513	)	$	60,749

Condensed Consolidated Statements of Comprehensive Income/(Loss)

For the six months ended July 1, 2017

(in thousands)



	Parent			Guarantors		Non-guarantors			Eliminations			Consolidated
Net income/(loss)	$	17,726		$	41,911	$	22,920		$	(64,831	)	$	17,726
Other comprehensive income/ (loss), net of tax:
Foreign currency translation	—			—		64,791			—			64,791
Pension adjustments	1,282			—		237			—			1,519
Corn option derivative adjustments	(1,971		)	—		—			—			(1,971		)
Total other comprehensive income, net of tax	(689		)	—		65,028			—			64,339
Total comprehensive income/(loss)	17,037			41,911		87,948			(64,831		)	82,065
Total comprehensive loss attributable to noncontrolling interest	—			—		(171		)	—			(171		)
Total comprehensive income/(loss) attributable to Darling	$	17,037		$	41,911	$	88,119		$	(64,831	)	$	82,236

Condensed Consolidated Statements of Comprehensive Income/(Loss)

For the three months ended July 2, 2016

(in thousands)



	Parent		Guarantors			Non-guarantors			Eliminations			Consolidated
Net income/(loss)	$	33,991	$	37,377		$	30,643		$	(68,020	)	$	33,991
Other comprehensive income/(loss), net of tax:
Foreign currency translation	—		—			(8,008		)	—			(8,008		)
Pension adjustments	658		(75		)	68			—			651
Corn option derivative adjustments	1,227		—			—			—			1,227
Total other comprehensive income/(loss), net of tax	1,885		(75		)	(7,940		)	—			(6,130		)
Total comprehensive income/(loss)	35,876		37,302			22,703			(68,020		)	27,861
Total comprehensive income attributable to noncontrolling interest	—		—			1,725			—			1,725
Total comprehensive income/(loss) attributable to Darling	$	35,876	$	37,302		$	20,978		$	(68,020	)	$	26,136

Condensed Consolidated Statements of Comprehensive Income/(Loss)

For the six months ended July 2, 2016

(in thousands)



	Parent		Guarantors			Non-guarantors		Eliminations			Consolidated
Net income/(loss)	$	36,654	$	56,218		$	40,773	$	(96,991	)	$	36,654
Other comprehensive income/(loss), net of tax:
Foreign currency translation	—		—			49,523		—			49,523
Pension adjustments	1,316		(75		)	136		—			1,377
Corn option derivative adjustments	521		—			—		—			521
Total other comprehensive income, net of tax	1,837		(75		)	49,659		—			51,421
Total comprehensive income/(loss)	38,491		56,143			90,432		(96,991		)	88,075
Total comprehensive income attributable to noncontrolling interest	—		—			1,305		—			1,305
Total comprehensive income/(loss) attributable to Darling	$	38,491	$	56,143		$	89,127	$	(96,991	)	$	86,770

Condensed Consolidated Statements of Cash Flows

For the six months ended July 1, 2017

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:

Net income/(loss)	$	17,726		$	41,911		$	22,920		$	(64,831	)	$	17,726
Earnings in investments in subsidiaries	(64,831		)	—			—			64,831			—
Other operating cash flows	135,192			(36,021		)	80,651			—			179,822
Net cash provided by operating activities	88,087			5,890			103,571			—			197,548

Cash flows from investing activities:
Capital expenditures	(41,907		)	(38,269		)	(47,648		)	—			(127,824		)
Acquisitions	—			(12,369		)	—			—			(12,369		)
Investment in subsidiaries and affiliates	(2,250		)	—			—			—			(2,250		)
Note receivable from affiliates	—			39,733			(39,733		)	—			—
Gross proceeds from sale of property, plant and equipment and other assets	1,704			978			921			—			3,603
Proceeds from insurance settlements	—			—			3,301			—			3,301
Payments related to routes and other intangibles	(4,635		)	—			—			—			(4,635		)
Net cash used in investing activities	(47,088		)	(9,927		)	(83,159		)	—			(140,174		)

Cash flows from financing activities:
Proceeds for long-term debt	—			—			16,405			—			16,405
Payments on long-term debt	(43,063		)	—			(24,911		)	—			(67,974		)
Borrowings from revolving facilities	80,000			—			—			—			80,000
Payments on revolving facilities	(75,000		)	—			(5,327		)	—			(80,327		)
Net cash overdraft financing	—			—			(1,077		)	—			(1,077		)
Deferred loan costs	(1,177		)	—			—			—			(1,177		)
Issuances of common stock	22			—			—			—			22
Minimum withholding taxes paid on stock awards	(2,077		)	—			(14		)	—			(2,091		)
Distributions to noncontrolling interests	—			—			(2,135		)	—			(2,135		)
Net cash used in financing activities	(41,295		)	—			(17,059		)	—			(58,354		)

Effect of exchange rate changes on cash	—			—			11,233			—			11,233

Net increase/(decrease) in cash and cash equivalents	(296		)	(4,037		)	14,586			—			10,253
Cash and cash equivalents at beginning of year	1,470			5,754			107,340			—			114,564
Cash and cash equivalents at end of year	$	1,174		$	1,717		$	121,926		$	—		$	124,817

Condensed Consolidated Statements of Cash Flows

For the six months ended July 2, 2016

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income/(loss)	$	36,654		$	56,218		$	40,773		$	(96,991	)	$	36,654
Earnings in investments in subsidiaries	(96,991		)	—			—			96,991			—
Other operating cash flows	121,503			(16,111		)	26,187			—			131,579
Net cash provided by operating activities	61,166			40,107			66,960			—			168,233

Cash flows from investing activities:
Capital expenditures	(21,542		)	(43,883		)	(43,981		)	—			(109,406		)
Acquisitions	—			—			(8,511		)	—			(8,511		)
Gross proceeds from sale of property, plant and equipment and other assets	1,009			383			1,012			—			2,404
Proceeds from insurance settlements	—			—			1,537			—			1,537
Net cash used in investing activities	(20,533		)	(43,500		)	(49,943		)	—			(113,976		)

Cash flows from financing activities:
Proceeds for long-term debt	—			—			17,277			—			17,277
Payments on long-term debt	(35,890		)	—			(23,365		)	—			(59,255		)
Borrowings from revolving credit facility	41,000			—			—			—			41,000
Payments on revolving credit facility	(41,000		)	—			(6,207		)	—			(47,207		)
Issuances of common stock	143			—			—			—			143
Repurchase of treasury stock	(5,000		)	—			—			—			(5,000		)
Minimum withholding taxes paid on stock awards	(1,687		)	—			(125		)	—			(1,812		)
Excess tax benefits from stock-based compensation	(413		)	—			—			—			(413		)
Net cash used in financing activities	(42,847		)	—			(12,420		)	—			(55,267		)

Effect of exchange rate changes on cash	—			—			1,941			—			1,941

Net increase/(decrease) in cash and cash equivalents	(2,214		)	(3,393		)	6,538			—			931
Cash and cash equivalents at beginning of year	3,443			3,993			149,448			—			156,884
Cash and cash equivalents at end of year	$	1,229		$	600		$	155,986		$	—		$	157,815