GUARANTOR FINANCIAL INFORMATION

The Company's 5.375% Notes and 3.625% 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 3.625% Notes and is discussed further below, or any receivables entity): Darling National, Griffin and its subsidiary Craig Protein, Darling AWS LLC, Darling Global Holdings Inc., Darling Northstar LLC, EV Acquisition LLC, Rousselot Inc., Rousselot Dubuque Inc., Sonac USA LLC and Rousselot Peabody Inc. In addition, the 3.625% 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 3.625% Notes, fully and unconditionally guaranteed the 5.375% Notes and 3.625% 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 3.625% 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 December 29, 2018 and December 30, 2017, 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 December 29, 2018, December 30, 2017 and December 31, 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 euro-denominated notes such as the 3.625% Notes and therefore does not have any substantial operations or assets.

Condensed Consolidating Balance Sheet

As of December 29, 2018

(in thousands)



	Parent			Guarantors			Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	995		$	32		$	106,235	$	—		$	107,262
Restricted cash	103			—			4		—			107
Accounts receivable	56,113			619,628			461,005		(751,009		)	385,737
Inventories	23,752			83,261			234,015		—			341,028
Income taxes refundable	2,851			—			3,611		—			6,462
Prepaid expenses	12,890			2,936			19,421		—			35,247
Other current assets	2,680			(1,418		)	20,837		—			22,099
Total current assets	99,384			704,439			845,128		(751,009		)	897,942
Investment in subsidiaries	4,880,193			1,366,126			844,044		(7,090,363		)	—
Property, plant and equipment, net	375,824			503,130			808,904		—			1,687,858
Intangible assets, net	50,132			200,936			344,794		—			595,862
Goodwill	49,506			490,748			688,905		—			1,229,159
Investment in unconsolidated subsidiaries	13,969			—			396,208		—			410,177
Other assets	39,395			138			13,842		—			53,375
Deferred income taxes	—			—			14,981		—			14,981
	$	5,508,403		$	3,265,517		$	3,956,806	$	(7,841,372	)	$	4,889,354
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	3,558		$	5		$	3,929	$	—		$	7,492
Accounts payable	783,406			24,388			162,678		(750,993		)	219,479
Income taxes payable	(10		)	—			4,053		—			4,043
Accrued expenses	107,572			33,387			168,541		(16		)	309,484
Total current liabilities	894,526			57,780			339,201		(751,009		)	540,498
Long-term debt, net of current portion	1,019,130			18			647,792		—			1,666,940
Other noncurrent liabilities	78,589			—			36,443		—			115,032
Deferred income taxes	95,710			—			135,353		—			231,063
Total liabilities	2,087,955			57,798			1,158,789		(751,009		)	2,553,533
Total stockholders' equity	3,420,448			3,207,719			2,798,017		(7,090,363		)	2,335,821
	$	5,508,403		$	3,265,517		$	3,956,806	$	(7,841,372	)	$	4,889,354

Condensed Consolidating Balance Sheet

As of December 30, 2017

(in thousands)



	Parent		Guarantors		Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	1,724	$	2,993	$	102,057	$	—		$	106,774
Restricted cash	103		—		39		—			142
Accounts receivable	37,453		465,653		436,874		(548,133		)	391,847
Inventories	18,049		84,805		255,329		—			358,183
Income taxes refundable	1,591		—		2,918		—			4,509
Prepaid expenses	10,787		3,141		24,398		—			38,326
Other current assets	7,117		923		48,624		—			56,664
Total current assets	76,824		557,515		870,239		(548,133		)	956,445
Investment in subsidiaries	4,734,618		1,167,246		844,044		(6,745,908		)	—
Property, plant and equipment, net	278,121		501,842		865,859		—			1,645,822
Intangible assets, net	17,034		258,970		400,496		—			676,500
Goodwill	21,860		551,837		727,396		—			1,301,093
Investment in unconsolidated subsidiary	4,341		—		297,697		—			302,038
Other assets	42,078		314,166		193,923		(487,883		)	62,284
Deferred income taxes	—		—		14,043		—			14,043
	$	5,174,876	$	3,351,576	$	4,213,697	$	(7,781,924	)	$	4,958,225
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	115	$	—	$	16,028	$	—		$	16,143
Accounts payable	555,894		37,466		169,033		(544,976		)	217,417
Income tax payable	32		373		11,895		—			12,300
Accrued expenses	105,625		30,542		180,613		(3,157		)	313,623
Total current liabilities	661,666		68,381		377,569		(548,133		)	559,483
Long-term debt, net of current portion	1,030,736		—		1,155,197		(487,883		)	1,698,050
Other noncurrent liabilities	69,711		—		36,576		—			106,287
Deferred income taxes	106,543		—		160,165		—			266,708
Total liabilities	1,868,656		68,381		1,729,507		(1,036,016		)	2,630,528
Total stockholders' equity	3,306,220		3,283,195		2,484,190		(6,745,908		)	2,327,697
	$	5,174,876	$	3,351,576	$	4,213,697	$	(7,781,924	)	$	4,958,225

Condensed Consolidating Statements of Operations

For the year ended December 29, 2018

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	541,499		$	1,338,376		$	1,738,427		$	(230,576	)	$	3,387,726
Cost and expenses:
Cost of sales and operating expenses	421,942			1,080,236			1,375,481			(230,576		)	2,647,083
Selling, general and administrative expenses	149,715			46,199			113,350			—			309,264
Restructuring and impairments charges	—			—			14,965			—			14,965
Depreciation and amortization	48,941			107,581			164,670			—			321,192
Total costs and expenses	620,598			1,234,016			1,668,466			(230,576		)	3,292,504
Operating income/(loss)	(79,099		)	104,360			69,961			—			95,222

Interest expense	(56,832		)	7,397			(36,994		)	—			(86,429		)
Debt extinguishment costs	(15,635		)	—			(7,874		)	—			(23,509		)
Foreign currency gains/(losses)	(431		)	(103		)	(5,897		)	—			(6,431		)
Loss on disposal of subsidiaries	(15,583		)	—			3,038			—			(12,545		)
Other income/(expense), net	(18,487		)	(1,019		)	11,944			—			(7,562		)
Equity in net income/(loss) of unconsolidated subsidiaries	(2,622		)	—			161,851			—			159,229
Earnings in investments in subsidiaries	270,943			—			—			(270,943		)	—
Income/(loss) from operations before taxes	82,254			110,635			196,029			(270,943		)	117,975
Income taxes (benefit)	(19,242		)	11,282			19,991			—			12,031
Net (income)/loss attributable to noncontrolling interests	—			—			(4,448		)	—			(4,448		)
Net income/(loss) attributable to Darling	$	101,496		$	99,353		$	171,590		$	(270,943	)	$	101,496

Condensed Consolidating Statements of Operations

For the year ended December 30, 2017

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	545,699		$	1,464,920		$	1,893,304		$	(241,672	)	$	3,662,251
Cost and expenses:
Cost of sales and operating expenses	429,681			1,198,271			1,489,163			(241,672		)	2,875,443
Selling, general and administrative expenses	150,880			55,053			137,569			—			343,502
Depreciation and amortization	42,366			106,406			153,328			—			302,100
Acquisition and integration costs	—			—			—			—			—
Total costs and expenses	622,927			1,359,730			1,780,060			(241,672		)	3,521,045
Operating income/(loss)	(77,228		)	105,190			113,244			—			141,206

Interest expense	(55,336		)	15,818			(49,408		)	—			(88,926		)
Foreign currency gains/(losses)	(234		)	114			(6,778		)	—			(6,898		)
Loss on sale of subsidiaries	—			—			(885		)	—			(885		)
Other income/(expense), net	(14,651		)	37			5,813			—			(8,801		)
Equity in net income/(loss) of unconsolidated subsidiaries	(1,847		)	—			30,351			—			28,504
Earnings in investments in subsidiaries	438,580			—			—			(438,580		)	—
Income/(loss) from operations before taxes	289,284			121,159			92,337			(438,580		)	64,200
Income taxes (benefit)	160,816			(130,508		)	(99,462		)	—			(69,154		)
Net (income)/loss attributable to noncontrolling interests	—			—			(4,886		)	—			(4,886		)
Net income/(loss) attributable to Darling	$	128,468		$	251,667		$	186,913		$	(438,580	)	$	128,468

Condensed Consolidating Statements of Operations

For the year ended December 31, 2016

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	501,856		$	1,341,925		$	1,746,657		$	(198,510	)	$	3,391,928
Cost and expenses:
Cost of sales and operating expenses	392,876			1,085,582			1,355,385			(198,510		)	2,635,333
Selling, general and administrative expenses	129,612			49,697			132,243			—			311,552
Depreciation and amortization	41,106			105,261			143,541			—			289,908
Acquisition costs	—			—			401			—			401
Total costs and expenses	563,594			1,240,540			1,631,570			(198,510		)	3,237,194
Operating income/(loss)	(61,738		)	101,385			115,087			—			154,734

Interest expense	(60,971		)	17,492			(50,708		)	—			(94,187		)
Foreign currency gains/(losses)	122			(283		)	(1,693		)	—			(1,854		)
Other income/(expense), net	(14,499		)	(1,226		)	9,192			—			(6,533		)
Equity in net income/(loss) of unconsolidated subsidiary	(1,236		)	—			71,615			—			70,379
Earnings in investments in subsidiaries	223,347			—			—			(223,347		)	—
Income/(loss) from operations before taxes	85,025			117,368			143,493			(223,347		)	122,539
Income taxes (benefit)	(17,288		)	14,669			17,934			—			15,315
Net (income)/loss attributable to noncontrolling interests	—			—			(4,911		)	—			(4,911		)
Net income/(loss) attributable to Darling	$	102,313		$	102,699		$	120,648		$	(223,347	)	$	102,313

Condensed Consolidating Statements of Comprehensive Income/(Loss)

For the year ended December 29, 2018

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net income	$	105,944		$	99,353		$	171,590		$	(270,943	)	$	105,944
Other comprehensive income/(loss), net of tax:
Foreign currency translation	1,724			(53,387		)	(35,811		)	—			(87,474		)
Pension adjustments	(4,184		)	—			1,454			—			(2,730		)
Natural gas swap derivative adjustments	23			—			—			—			23
Corn option derivative adjustments	(1,687		)	—			—			—			(1,687		)
Foreign exchange derivative adjustments	—			—			1,081			—			1,081
Total other comprehensive income/(loss), net of tax	(4,124		)	(53,387		)	(33,276		)	—			(90,787		)
Total comprehensive income/(loss)	101,820			45,966			138,314			(270,943		)	15,157
Comprehensive income attributable to noncontrolling interests	—			—			3,894			—			$	3,894
Comprehensive income/(loss) attributable to Darling	$	101,820		$	45,966		$	134,420		$	(270,943	)	$	11,263

Condensed Consolidating Statements of Comprehensive Income/(Loss)

For the year ended December 30, 2017

(in thousands)



	Parent			Guarantors		Non-guarantors		Eliminations			Consolidated
Net income	$	133,354		$	251,667	$	186,913	$	(438,580	)	$	133,354
Other comprehensive income/(loss), net of tax:
Foreign currency translation	—			—		121,810		—			121,810
Pension adjustments	4,797			—		1,032		—			5,829
Natural gas swap derivative adjustments	(18		)	—		—		—			(18		)
Corn option derivative adjustments	(1,078		)	—		—		—			(1,078		)
Total other comprehensive income, net of tax	3,701			—		122,842		—			126,543
Total comprehensive income/(loss)	$	137,055		$	251,667	$	309,755	$	(438,580	)	$	259,897
Comprehensive income attributable to noncontrolling interests	—			—		947		—			947
Comprehensive income/(loss) attributable to Darling	$	137,055		$	251,667	$	308,808	$	(438,580	)	$	258,950

Condensed Consolidating Statements of Comprehensive Income/(Loss)

For the year ended December 31, 2016

(in thousands)



	Parent		Guarantors		Non-guarantors			Eliminations			Consolidated
Net income	$	107,224	$	102,699	$	120,648		$	(223,347	)	$	107,224
Other comprehensive income/(loss), net of tax:
Foreign currency translation	—		—		(5,593		)	—			(5,593		)
Pension adjustments	1,766		—		(2,782		)	—			(1,016		)
Corn option derivative adjustments	625		—		—			—			625
Total other comprehensive income/(loss), net of tax	2,391		—		(8,375		)	—			(5,984		)
Total comprehensive income/(loss)	$	109,615	$	102,699	$	112,273		$	(223,347	)	$	101,240
Comprehensive income attributable to noncontrolling interests	—		—		3,015			—			3,015
Comprehensive income/(loss) attributable to Darling	$	109,615	$	102,699	$	109,258		$	(223,347	)	$	98,225

Condensed Consolidating Statements of Cash Flows

For the year ended December 29, 2018

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	105,944		$	99,353		$	171,590		$	(270,943	)	$	105,944
Earnings in investments in subsidiaries	(270,943		)	—			—			270,943			—
Other operating cash flows	323,903			(81,561		)	50,329			—			292,671
Net cash provided/(used) by operating activities	158,904			17,792			221,919			—			398,615

Cash flows from investing activities:
Capital expenditures	(115,004		)	(90,402		)	(116,490		)	—			(321,896		)
Acquisitions, net of cash acquired	(100,500		)	—			(7,227		)	—			(107,727		)
Investment in subsidiaries and affiliates	(12,250		)	(198,880		)	—			198,880			(12,250		)
Proceeds from sale of investment in subsidiary	79,955			—			2,805			—			82,760
Note receivable from affiliates	—			266,880			(266,880		)	—			—
Gross proceeds from sale of property, plant and equipment and other assets	2,125			1,146			16,057			—			19,328
Proceeds from insurance settlements	750			503			—			—			1,253
Payments related to routes and other intangibles	(299		)	—			(3,584		)	—			(3,883		)
Net cash provide/(used) in investing activities	(145,223		)	(20,753		)	(375,319		)	198,880			(342,415		)

Cash flows from financing activities:
Proceeds from long-term debt	—			—			624,620			—			624,620
Payments on long-term debt	(15,116		)	—			(671,512		)	—			(686,628		)
Borrowings from revolving credit facility	351,000			—			192,898			—			543,898
Payments on revolving credit facility	(351,000		)	—			(159,974		)	—			(510,974		)
Net overdraft financing	3,558			—			(98		)	—			3,460
Deferred loan costs	(824		)	—			(8,844		)	—			(9,668		)
Issuance of common stock	182			—			—			—			182
Contributions from parent	—			—			198,880			(198,880		)	—
Minimum withholding taxes paid on stock awards	(2,210		)	—			(5		)	—			(2,215		)
Distributions to noncontrolling interests	—			—			(10,257		)	—			(10,257		)
Net cash provided/(used) in financing activities	(14,410		)	—			165,708			(198,880		)	(47,582		)

Effect of exchange rate changes on cash and cash equivalent	—			—			(8,165		)	—			(8,165		)
Net increase/(decrease) in cash, cash equivalents and restricted cash	(729		)	(2,961		)	4,143			—			453
Cash, cash equivalents and restricted cash at beginning of year	1,827			2,993			102,096			—			106,916
Cash, cash equivalents and restricted cash at end of year	$	1,098		$	32		$	106,239		$	—		$	107,369

Condensed Consolidating Statements of Cash Flows

For the year ended December 30, 2017

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income/(loss)	$	133,354		$	251,667		$	186,913		$	(438,580	)	$	133,354
Earnings in investments in subsidiaries	(438,580		)	—			—			438,580			—
Other operating cash flows	489,302			(240,494		)	28,274			—			277,082
Net cash provided by operating activities	184,076			11,173			215,187			—			410,436

Cash flows from investing activities:
Capital expenditures	(83,520		)	(74,384		)	(116,264		)	—			(274,168		)
Acquisitions, net of cash acquired	—			(12,144		)	—			—			(12,144		)
Investment in subsidiaries and affiliates	(6,309		)	(13,386		)	—			14,945			(4,750		)
Note receivable from affiliates	—			82,000			(82,000		)	—			—
Gross proceeds from sale of property, plant and equipment and other assets	2,577			3,980			1,533			—			8,090
Proceeds from insurance settlements	—			—			6,054			—			6,054
Payments related to routes and other intangibles	(7,135		)	—			—			—			(7,135		)
Net cash provided/(used) in investing activities	(94,387		)	(13,934		)	(190,677		)	14,945			(284,053		)

Cash flows from financing activities:
Proceeds from long-term debt	—			—			33,401			—			33,401
Payments on long-term debt	(79,706		)	—			(69,917		)	—			(149,623		)
Borrowings from revolving credit facility	170,000			—			29,495			—			199,495
Payments on revolving credit facility	(170,000		)	—			(34,935		)	—			(204,935		)
Net overdraft financing	—			—			(714		)	—			(714		)
Deferred loan costs	(6,717		)	—			—			—			(6,717		)
Issuances of common stock	22			—			—			—			22
Contributions from parent	—			—			14,945			(14,945		)	—
Minimum withholding taxes paid on stock awards	(3,034		)	—			(15		)	—			(3,049		)
Distributions to noncontrolling interest	—			—			(5,281		)	—			(5,281		)
Deductions to noncontrolling interests	—			—			(17,451		)	—			(17,451		)
Net cash provided/(used) in financing activities	(89,435		)	—			(50,472		)	(14,945		)	(154,852		)

Effect of exchange rate changes on cash and cash equivalents	—			—			20,528			—			20,528
Net increase/(decrease) in cash, cash equivalents and restricted cash	254			(2,761		)	(5,434		)	—			(7,941		)
Cash, cash equivalents and restricted cash at beginning of year	1,573			5,754			107,530			—			114,857
Cash, cash equivalents and restricted cash at end of year	$	1,827		$	2,993		$	102,096		$	—		$	106,916

Condensed Consolidating Statements of Cash Flows

For the year ended December 31, 2016

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income/(loss)	$	107,224		$	102,699		$	120,648		$	(223,347	)	$	107,224
Earnings in investments in subsidiaries	(223,347		)	—			—			223,347			—
Other operating cash flows	317,041			(100,970		)	67,703			—			283,774
Net cash provided/(used) by operating activities	200,918			1,729			188,351			—			390,998

Cash flows from investing activities:
Capital expenditures	(51,330		)	(91,340		)	(100,853		)	—			(243,523		)
Acquisitions, net of cash acquired	—			—			(8,511		)	—			(8,511		)
Investment in subsidiaries and affiliates	—			(12,754		)	—			12,754			—
Note receivable from affiliates	—			103,056			(103,056		)	—			—
Gross proceeds from sale of property, plant and equipment and other assets	2,784			1,070			3,475			—			7,329
Proceeds from insurance settlements	—			—			1,537			—			1,537
Payments related to routes and other intangibles	—			—			(23		)	—			(23		)
Net cash provided/(used) in investing activities	(48,546		)	32			(207,431		)	12,754			(243,191		)

Cash flows from financing activities:
Proceeds from long-term debt	—			—			36,327			—			36,327
Payments on long-term debt	(143,935		)	—			(60,493		)	—			(204,428		)
Borrowing from revolving credit facility	94,000			—			5,276			—			99,276
Payments on revolving credit facility	(94,000		)	—			(10,028		)	—			(104,028		)
Net overdraft financing	—			—			1,071			—			1,071
Deferred loan costs	(3,879		)	—			—			—			(3,879		)
Issuances of common stock	188			—			—			—			188
Repurchase of common stock	(5,000		)	—			—			—			(5,000		)
Contributions from parent	—			—			12,754			(12,754		)	—
Minimum withholding taxes paid on stock awards	(1,718		)	—			(125		)	—			(1,843		)
Deductions to noncontrolling interest	—			—			—			—			—
Distributions to noncontrolling interests	—			—			(1,552		)	—			(1,552		)
Net cash provided/(used) in financing activities	(154,344		)	—			(16,770		)	(12,754		)	(183,868		)

Effect of exchange rate changes on cash and cash equivalents	—			—			(6,297		)	—			(6,297		)
Net increase/(decrease) in cash, cash equivalents and restricted cash	(1,972		)	1,761			(42,147		)	—			(42,358		)
Cash, cash equivalents and restricted cash at beginning of year	3,545			3,993			149,677			—			157,215
Cash, cash equivalents and restricted cash at end of year	$	1,573		$	5,754		$	107,530		$	—		$	114,857