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 December 31, 2016 and January 2, 2016, 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 31, 2016, January 2, 2016 and January 3, 2015. 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 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 subsidiaries	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 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 subsidiary	—			—		247,238		—			247,238
Other assets	36,488			499,764		314,893		(809,522		)	41,623
Deferred income taxes	—			—		16,352		—			16,352
	$	4,601,076		$	3,171,776	$	4,072,737	$	(7,084,970	)	$	4,760,619
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	20,328		$	—	$	42,527	$	(17,689	)	$	45,166
Accounts payable	6,981			210,926		122,136		(190,045		)	149,998
Income tax payable	(383		)	373		6,689		—			6,679
Accrued expenses	82,854			29,037		143,547		(15,613		)	239,825
Total current liabilities	109,780			240,336		314,899		(223,347		)	441,668
Long-term debt, net of current portion	1,234,002			—		1,461,371		(809,522		)	1,885,851
Other noncurrent liabilities	57,578			1,999		38,232		—			97,809
Deferred income taxes	147,416			—		213,265		—			360,681
Total liabilities	1,548,776			242,335		2,027,767		(1,032,869		)	2,786,009
Total stockholders' equity	3,052,300			2,929,441		2,044,970		(6,052,101		)	1,974,610
	$	4,601,076		$	3,171,776	$	4,072,737	$	(7,084,970	)	$	4,760,619

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		$	1,752,844		$	(198,510	)	$	3,398,115
Cost and expenses:
Cost of sales and operating expenses	392,876			1,085,582			1,361,786			(198,510		)	2,641,734
Selling, general and administrative expenses	130,573			51,029			132,403			—			314,005
Depreciation and amortization	41,106			105,261			143,541			—			289,908
Acquisition and integration costs	—			—			401			—			401
Total costs and expenses	564,555			1,241,872			1,638,131			(198,510		)	3,246,048
Operating income	(62,699		)	100,053			114,713			—			152,067

Interest expense	(60,971		)	17,492			(50,708		)	—			(94,187		)
Foreign currency gains/(losses)	122			(283		)	(1,693		)	—			(1,854		)
Other income/(expense), net	(13,538		)	106			9,566			—			(3,866		)
Equity in net income of unconsolidated subsidiaries	(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 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 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 subsidiary	—			—			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 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, 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 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 Cash Flows

For the year ended December 31, 2016

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	107,224		$	102,699		$	120,648		$	(223,347	)	$	107,224
Earnings in investments in subsidiaries	(223,347		)	—			—			223,347			—
Other operating cash flows	317,040			(100,970		)	67,742			—			283,812
Net cash provided/(used) by operating activities	200,917			1,729			188,390			—			391,036

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 provide/(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		)
Borrowings 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		)
Issuance of common stock	188			—			—			—			188
Repurchase of treasury stock	(5,000		)	—			—			—			(5,000		)
Contributions from parent	—			—			12,754			(12,754		)	—
Minimum withholding taxes paid on stock awards	(1,718		)	—			(125		)	—			(1,843		)
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 equivalent	—			—			(6,297		)	—			(6,297		)
Net increase/(decrease) in cash and cash equivalents	(1,973		)	1,761			(42,108		)	—			(42,320		)
Cash and cash equivalents at beginning of year	3,443			3,993			149,448			—			156,884
Cash and cash equivalents at end of year	$	1,470		$	5,754		$	107,340		$	—		$	114,564

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/(loss)	$	85,279		$	101,828		$	96,543		$	(198,371	)	$	85,279
Earnings in investments in subsidiaries	(198,371		)	—			—			198,371			—
Other operating cash flows	250,597			(53,098		)	138,181			—			335,680
Net cash provided by operating activities	137,505			48,730			234,724			—			420,959

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 provided/(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		)
Issuances 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		)
Deductions to noncontrolling interest	—			—			(87		)	—			(87		)
Distributions to noncontrolling interests	—			—			(3,295		)	—			(3,295		)
Net cash provided/(used) in financing activities	(99,021		)	(55		)	(24,931		)	(15,582		)	(139,589		)

Effect of exchange rate changes on cash and cash equivalents	—			—			(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/(used) 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		)
Borrowing 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