Guarantor Financial Information

The Company's 5.375% Notes and 4.75% Notes (see Note 6) 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 July 4, 2015 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 three and six months ended July 4, 2015 and June 28, 2014. 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 Consolidating Balance Sheet

As of July 4, 2015

(in thousands)



	Parent			Guarantors		Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	3,363		$	2,830	$	119,827	$	—		$	126,020
Restricted cash	103			—		237		—			340
Accounts receivable	304,566			94,872		300,928		(331,932		)	368,434
Inventories	12,763			116,374		267,286		—			396,423
Income taxes refundable	21,735			—		3,120		—			24,855
Prepaid expenses	14,688			3,562		34,968		—			53,218
Other current assets	1,605			51		30,294		(7,848		)	24,102
Deferred income taxes	38,853			—		4,261		—			43,114
Total current assets	397,676			217,689		760,921		(339,780		)	1,036,506
Investment in subsidiaries	3,910,375			1,126,082		837,604		(5,874,061		)	—
Property, plant and equipment, net	214,614			454,476		846,483		—			1,515,573
Intangible assets, net	19,840			346,130		486,520		—			852,490
Goodwill	21,860			549,200		690,550		—			1,261,610
Investment in unconsolidated subsidiaries	—			—		177,036		—			177,036
Other assets	63,567			524,894		331,766		(840,394		)	79,833
Deferred taxes	—			—		15,752		—			15,752
	$	4,627,932		$	3,218,471	$	4,146,632	$	(7,054,235	)	$	4,938,800
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	22,683		$	14	$	36,035	$	(7,848	)	$	50,884
Accounts payable	36,035			326,667		113,768		(312,046		)	164,424
Income taxes payable	(1,653		)	373		7,295		—			6,015
Accrued expenses	79,618			24,957		157,669		(19,886		)	242,358
Deferred income taxes	(776		)	—		2,114		—			1,338
Total current liabilities	135,907			352,011		316,881		(339,780		)	465,019
Long-term debt, net of current portion	1,278,394			—		1,556,417		(840,394		)	1,994,417
Other noncurrent liabilities	55,468			2,095		53,355		—			110,918
Deferred income taxes	180,666			—		218,669		—			399,335
Total liabilities	1,650,435			354,106		2,145,322		(1,180,174		)	2,969,689
Total stockholders’ equity	2,977,497			2,864,365		2,001,310		(5,874,061		)	1,969,111
	$	4,627,932		$	3,218,471	$	4,146,632	$	(7,054,235	)	$	4,938,800

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
Deferred income taxes	42,497		—		2,504		—			45,001
Total current assets	135,100		714,005		936,414		(731,906		)	1,053,613
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	—		—		16,431		—			16,431
	$	4,315,628	$	3,747,768	$	4,747,346	$	(7,640,029	)	$	5,170,713
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 taxes payable	—		—		4,363		—			4,363
Accrued expenses	88,840		34,842		165,812		(33,375		)	256,119
Deferred income taxes	—		—		642		—			642
Total current liabilities	645,641		46,246		524,063		(731,907		)	484,043
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	176,745		—		246,052		—			422,797
Total liabilities	2,213,791		48,225		2,688,981		(1,831,418		)	3,119,579
Total stockholders’ equity	2,101,837		3,699,543		2,058,365		(5,808,611		)	2,051,134
	$	4,315,628	$	3,747,768	$	4,747,346	$	(7,640,029	)	$	5,170,713

Condensed Consolidating Statements of Operations

For the three months ended July 4, 2015

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	121,270		$	345,030		$	437,136		$	(44,121	)	$	859,315
Cost and expenses:
Cost of sales and operating expenses	89,321			278,873			344,203			(44,121		)	668,276
Selling, general and administrative expenses	35,124			13,169			36,001			—			84,294
Acquisition and integration costs	603			—			605			—			1,208
Depreciation and amortization	7,983			23,833			34,429			—			66,245
Total costs and expenses	133,031			315,875			415,238			(44,121		)	820,023
Operating income/(loss)	(11,761		)	29,155			21,898			—			39,292

Interest expense	(15,069		)	4,851			(24,067		)	—			(34,285		)
Foreign currency gains/(losses)	2			(93		)	1,713			—			1,622
Other, net	(1,224		)	(582		)	607			—			(1,199		)
Equity in net income/(loss) of unconsolidated subsidiaries	—			—			4,172			—			4,172
Earnings in investments in subsidiaries	18,444			—			—			(18,444		)	—
Income/(loss) before taxes	(9,608		)	33,331			4,323			(18,444		)	9,602
Income taxes (benefit)	(12,688		)	15,221			2,132			—			4,665
Net (income)/loss attributable to noncontrolling interests	—			—			(1,857		)	—			(1,857		)
Net income/(loss) attributable to Darling	$	3,080		$	18,110		$	334		$	(18,444	)	$	3,080

Condensed Consolidating Statements of Operations

For the six months ended July 4, 2015

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	247,064		$	703,737		$	885,979		$	(102,771	)	$	1,734,009
Cost and expenses:
Cost of sales and operating expenses	192,937			563,376			699,255			(102,771		)	1,352,797
Selling, general and administrative expenses	68,254			28,037			74,634			—			170,925
Acquisition and integration costs	2,576			—			3,951			—			6,527
Depreciation and amortization	16,154			47,432			69,057			—			132,643
Total costs and expenses	279,921			638,845			846,897			(102,771		)	1,662,892
Operating income/(loss)	(32,857		)	64,892			39,082			—			71,117

Interest expense	(30,229		)	9,699			(36,864		)	—			(57,394		)
Foreign currency gains/(losses)	(9		)	(397		)	(432		)	—			(838		)
Other, net	(2,405		)	(371		)	1,068			—			(1,708		)
Equity in net income of unconsolidated subsidiaries	—			—			2,364			—			2,364
Earnings in investments in subsidiaries	35,893			—			—			(35,893		)	—
Income/(loss) before taxes	(29,607		)	73,823			5,218			(35,893		)	13,541
Income taxes (benefit)	(32,796		)	36,963			2,613			—			6,780
Net income/(loss) attributable to noncontrolling interests	—			—			(3,572		)	—			(3,572		)
Net income/(loss) attributable to Darling	$	3,189		$	36,860		$	(967	)	$	(35,893	)	$	3,189

Condensed Consolidating Statements of Operations

For the three months ended June 28, 2014

(in thousands)



	Parent			Guarantors		Non-guarantors			Eliminations			Consolidated
Net sales	$	148,217		$	414,100	$	538,375		$	(69,409	)	$	1,031,283
Cost and expenses:
Cost of sales and operating expenses	103,388			333,361		422,165			(69,409		)	789,505
Selling, general and administrative expenses	34,908			14,892		44,830			—			94,630
Acquisition and integration costs	2,626			—		1,539			—			4,165
Depreciation and amortization	7,630			19,012		40,856			—			67,498
Total costs and expenses	148,552			367,265		509,390			(69,409		)	955,798
Operating income/(loss)	(335		)	46,835		28,985			—			75,485

Interest expense	(15,434		)	5,330		(16,467		)	—			(26,571		)
Foreign currency gains/(losses)	—			328		(317		)	—			11
Other, net	(1,266		)	227		152			—			(887		)
Equity in net income of unconsolidated subsidiaries	—			—		2,040			—			2,040
Earnings in investments in subsidiaries	57,688			—		—			(57,688		)	—
Income/(loss) before taxes	40,653			52,720		14,393			(57,688		)	50,078
Income taxes (benefit)	7,896			2,050		5,557			—			15,503
Net (income)/loss attributable to noncontrolling interests	—			—		(1,818		)	—			(1,818		)
Net income/(loss) attributable to Darling	$	32,757		$	50,670	$	7,018		$	(57,688	)	$	32,757

Condensed Consolidating Statements of Operations

For the six months ended June 28, 2014

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	302,654		$	817,088		$	1,019,784		$	(161,951	)	$	1,977,575
Cost and expenses:
Cost of sales and operating expenses	221,564			660,250			844,848			(161,951		)	1,564,711
Selling, general and administrative expenses	72,460			28,768			83,435			—			184,663
Acquisition costs	17,007			—			3,106			—			20,113
Depreciation and amortization	15,148			38,523			79,496			—			133,167
Total costs and expenses	326,179			727,541			1,010,885			(161,951		)	1,902,654
Operating income/(loss)	(23,525		)	89,547			8,899			—			74,921

Interest expense	(65,735		)	10,555			(30,248		)	—			(85,428		)
Foreign currency gains/(losses)	(12,228		)	236			(1,811		)	—			(13,803		)
Other, net	(2,719		)	(570		)	1,264			—			(2,025		)
Equity in net loss of unconsolidated subsidiaries	—			—			7,117			—			7,117
Earnings in investments in subsidiaries	69,049			—			—			(69,049		)	—
Income/(loss) before taxes	(35,158		)	99,768			(14,779		)	(69,049		)	(19,218		)
Income taxes	(15,112		)	14,468			(2,143		)	—			(2,787		)
Net (income)/loss attributable to noncontrolling interests	—			—			(3,615		)	—			(3,615		)
Net income/(loss)	$	(20,046	)	$	85,300		$	(16,251	)	$	(69,049	)	$	(20,046	)

Condensed Consolidating Statements of Comprehensive Income/(Loss)

For the three months ended July 4, 2015

(in thousands)



	Parent			Guarantors		Non-guarantors		Eliminations			Consolidated
Net income/(loss)	$	4,937		$	18,110	$	334	$	(18,444	)	$	4,937
Other comprehensive income/(loss), net of tax:
Foreign currency translation	—			—		8,452		—			8,452
Pension adjustments	729			—		49		—			778
Corn option derivative adjustments	(1,325		)	—		—		—			(1,325		)
Total other comprehensive income, net of tax	(596		)	—		8,501		—			7,905
Total comprehensive income/(loss)	4,341			18,110		8,835		(18,444		)	12,842
Total comprehensive income attributable to noncontrolling interest	—			—		848		—			848
Total comprehensive income/(loss) attributable to Darling	$	4,341		$	18,110	$	7,987	$	(18,444	)	$	11,994

Condensed Consolidating Statements of Comprehensive Income/(Loss)

For the six months ended July 4, 2015

(in thousands)



	Parent			Guarantors		Non-guarantors			Eliminations			Consolidated
Net income	$	6,761		$	36,860	$	(967	)	$	(35,893	)	$	6,761
Other comprehensive income/ (loss), net of tax:
Foreign currency translation	—			—		(90,190		)	—			(90,190		)
Pension adjustments	1,458			—		89			—			1,547
Corn option derivative adjustments	(1,287		)	—		—			—			(1,287		)
Total other comprehensive income, net of tax	171			—		(90,101		)	—			(89,930		)
Total comprehensive income/(loss)	6,932			36,860		(91,068		)	(35,893		)	(83,169		)
Total comprehensive income attributable to noncontrolling interest	—			—		7,890			—			7,890
Total comprehensive income/(loss) attributable to Darling	$	6,932		$	36,860	$	(98,958	)	$	(35,893	)	$	(91,059	)

Condensed Consolidating Statements of Comprehensive Income/(Loss)

For the three months ended June 28, 2014

(in thousands)



	Parent			Guarantors		Non-guarantors			Eliminations			Consolidated
Net income/(loss)	$	34,575		$	50,670	$	7,018		$	(57,688	)	$	34,575
Other comprehensive income/(loss), net of tax:
Foreign currency translation	—			—		(6,931		)	—			(6,931		)
Pension adjustments	321			—		—			—			321
Natural gas swap derivative adjustments	(11		)	—		—			—			(11		)
Corn option derivative adjustments	621			—		—			—			621
Total other comprehensive income, net of tax	931			—		(6,931		)	—			(6,000		)
Total comprehensive income/(loss)	35,506			50,670		87			(57,688		)	28,575
Total comprehensive income attributable to noncontrolling interest	—			—		2,242			—			2,242
Total comprehensive income/(loss) attributable to Darling	$	35,506		$	50,670	$	(2,155	)	$	(57,688	)	$	26,333

Condensed Consolidating Statements of Comprehensive Income/(Loss)

For the six months ended June 28, 2014

(in thousands)



	Parent			Guarantors		Non-guarantors			Eliminations			Consolidated
Net income	$	(16,431	)	$	85,300	$	(16,251	)	$	(69,049	)	$	(16,431	)
Other comprehensive income/(loss), net of tax:
Foreign currency translation	—			—		13,684			—			13,684
Pension adjustments	641			—		—			—			641
Natural gas swap derivative adjustments	(124		)	—		—			—			(124		)
Corn option derivative adjustments	(977		)	—		—			—			(977		)
Total other comprehensive income, net of tax	(460		)	—		13,684			—			13,224
Total comprehensive income/(loss)	(16,891		)	85,300		(2,567		)	(69,049		)	(3,207		)
Total comprehensive income attributable to noncontrolling interest	—			—		3,110			—			3,110
Total comprehensive income/(loss) attributable to Darling	$	(16,891	)	$	85,300	$	(5,677	)	$	(69,049	)	$	(6,317	)

Condensed Consolidating Statements of Cash Flows

For the six months ended July 4, 2015

(in thousands)



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

Net income/(loss)	$	6,761		$	36,860		$	(967	)	$	(35,893	)	$	6,761
Earnings in investments in subsidiaries	(35,893		)	—			—			35,893			—
Other operating cash flows	100,687			(32,359		)	112,461			—			180,789
Net cash provided by operating activities	71,555			4,501			111,494			—			187,550

Cash flows from investing activities:
Capital expenditures	(21,187		)	(38,383		)	(39,152		)	—			(98,722		)
Acquisitions	—			—			—			—			—
Investment in subsidiaries and affiliates	(20		)	(29,541		)	29,541			20			—
Note receivable from affiliates	—			51,019			(51,019		)	—			—
Gross proceeds from sale of property, plant and equipment and other assets	705			545			234			—			1,484
Proceeds from insurance settlements	71			270			—			—			341
Payments related to routes and other intangibles	—			—			(2,242		)	—			(2,242		)
Net cash used in investing activities	(20,431		)	(16,090		)	(62,638		)	20			(99,139		)

Cash flows from financing activities:
Proceeds for long-term debt	—			—			579,974			—			579,974
Payments on long-term debt	(8,067		)	(41		)	(575,628		)	—			(583,736		)
Borrowings from revolving facilities	8,000			—			33,244			—			41,244
Payments on revolving facilities	(52,000		)	—			(31,506		)	—			(83,506		)
Net cash overdraft financing	—			—			(880		)	—			(880		)
Deferred loan costs	(1,525		)	—			(10,104		)	—			(11,629		)
Issuances of common stock	171			—			—			—			171
Contributions from parent	—			—			20			(20		)	—
Minimum withholding taxes paid on stock awards	(4,775		)	—			—			—			(4,775		)
Excess tax benefits from stock-based compensation	(12		)	—			—			—			(12		)
Distributions to noncontrolling interests	—			—			(1,866		)	—			(1,866		)
Net cash used in financing activities	(58,208		)	(41		)	(6,746		)	(20		)	(65,015		)

Effect of exchange rate changes on cash	—			—			(6,160		)	—			(6,160		)

Net increase/(decrease) in cash and cash equivalents	(7,084		)	(11,630		)	35,950			—			17,236
Cash and cash equivalents at beginning of year	10,447			14,460			83,877			—			108,784
Cash and cash equivalents at end of year	$	3,363		$	2,830		$	119,827		$	—		$	126,020

Condensed Consolidating Statements of Cash Flows

For the six months ended June 28, 2014

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income/(loss)	$	(16,431	)	$	85,300		$	(16,251	)	$	(69,049	)	$	(16,431	)
Earnings in investments in subsidiaries	(69,049		)	—			—			69,049			—
Other operating cash flows	81,867			(36,376		)	11,964			—			57,455
Net cash provided by operating activities	(3,613		)	48,924			(4,287		)	—			41,024

Cash flows from investing activities:
Capital expenditures	(22,570		)	(38,730		)	(42,231		)	—			(103,531		)
Acquisitions	—			(645		)	(2,075,006		)	—			(2,075,651		)
Investment in subsidiaries and affiliates	(1,483,007		)	(2,217,686		)	(2,307,591		)	6,008,284			—
Note receivable from affiliates	—			(204,074		)	204,074			—			—
Gross proceeds from sale of property, plant and equipment and other assets	1,041			615			652			—			2,308
Proceeds from insurance settlements	—			—			—			—			—
Payments related to routes and other intangibles	(7,312		)	—			—			—			(7,312		)
Net cash used in investing activities	(1,511,848		)	(2,460,520		)	(4,220,102		)	6,008,284			(2,184,186		)

Cash flows from financing activities:
Proceeds for long-term debt	1,100,000			—			721,196			—			1,821,196
Payments on long-term debt	(252,500		)	(43		)	(34,523		)	—			(287,066		)
Borrowings from revolving credit facility	122,445			—			47,698			—			170,143
Payments on revolving credit facility	(207,445		)	—			(49,809		)	—			(257,254		)
Net cash overdraft financing	—			—			9,529			—			9,529
Deferred loan costs	(41,390		)	—			(3,475		)	—			(44,865		)
Issuances of common stock	417			—			—			—			417
Contributions from parent	—			2,421,762			3,586,522			(6,008,284		)	—
Minimum withholding taxes paid on stock awards	(5,495		)	—			—			—			(5,495		)
Excess tax benefits from stock-based compensation	1,329			—			—			—			1,329
Net cash used in financing activities	717,361			2,421,719			4,277,138			(6,008,284		)	1,407,934

Effect of exchange rate changes on cash	—			—			8,156			—			8,156

Net increase/(decrease) in cash and cash equivalents	(798,100		)	10,123			60,905			—			(727,072		)
Cash and cash equivalents at beginning of year	857,267			6,117			7,473			—			870,857
Cash and cash equivalents at end of year	$	59,167		$	16,240		$	68,378		$	—		$	143,785