Guarantor Financial Information

The Company's 5.375% Notes and 4.75% Notes (see Note 9) 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 March 31, 2018 and December 30, 2017, 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 months ended March 31, 2018 and April 1, 2017. 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 March 31, 2018

(in thousands)



	Parent			Guarantors		Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	899		$	1,436	$	120,534	$	—		$	122,869
Restricted cash	103			—		39		—			142
Accounts receivable	37,894			513,155		455,774		(593,164		)	413,659
Inventories	12,547			84,727		275,847		—			373,121
Income taxes refundable	2,270			—		2,424		—			4,694
Prepaid expenses	11,188			2,636		26,883		—			40,707
Other current assets	3,066			71		12,751		—			15,888
Total current assets	67,967			602,025		894,252		(593,164		)	971,080
Investment in subsidiaries	4,879,498			1,167,246		844,044		(6,890,788		)	—
Property, plant and equipment, net	282,431			503,200		871,978		—			1,657,609
Intangible assets, net	16,041			250,400		393,414		—			659,855
Goodwill	21,860			551,837		735,911		—			1,309,608
Investment in unconsolidated subsidiaries	7,344			—		401,791		—			409,135
Other assets	41,953			314,159		199,755		(492,830		)	63,037
Deferred taxes	—			—		15,186		—			15,186
	$	5,317,094		$	3,388,867	$	4,356,331	$	(7,976,782	)	$	5,085,510
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	4,093		$	—	$	12,629	$	—		$	16,722
Accounts payable	593,331			44,043		139,193		(588,519		)	188,048
Income taxes payable	(383		)	373		11,300		—			11,290
Accrued expenses	75,308			25,988		194,158		(4,645		)	290,809
Total current liabilities	672,349			70,404		357,280		(593,164		)	506,869
Long-term debt, net of current portion	1,060,777			—		1,196,476		(492,830		)	1,764,423
Other noncurrent liabilities	69,169			—		37,434		—			106,603
Deferred income taxes	105,029			—		163,347		—			268,376
Total liabilities	1,907,324			70,404		1,754,537		(1,085,994		)	2,646,271
Total stockholders’ equity	3,409,770			3,318,463		2,601,794		(6,890,788		)	2,439,239
	$	5,317,094		$	3,388,867	$	4,356,331	$	(7,976,782	)	$	5,085,510

Condensed Consolidated 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 taxes 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 Consolidated Statements of Operations

For the three months ended March 31, 2018

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	119,625		$	344,603		$	467,808		$	(56,662	)	$	875,374
Cost and expenses:
Cost of sales and operating expenses	95,868			271,237			367,656			(56,662		)	678,099
Selling, general and administrative expenses	43,778			12,837			30,287			—			86,902
Depreciation and amortization	11,059			26,291			41,269			—			78,619
Total costs and expenses	150,705			310,365			439,212			(56,662		)	843,620
Operating income/(loss)	(31,080		)	34,238			28,596			—			31,754

Interest expense	(14,364		)	3,763			(12,523		)	—			(23,124		)
Foreign currency gains/(losses)	(23		)	(63		)	(1,395		)	—			(1,481		)
Other income/(expense), net	(3,410		)	(1,326		)	2,220			—			(2,516		)
Equity in net income/(loss) of unconsolidated subsidiaries	(498		)	—			97,652			—			97,154
Earnings in investments in subsidiaries	144,880			—			—			(144,880		)	—
Income/(loss) before taxes	95,505			36,612			114,550			(144,880		)	101,787
Income taxes (benefit)	(1,800		)	1,335			4,177			—			3,712
Net income attributable to noncontrolling interests	—			—			(770		)	—			(770		)
Net income/(loss) attributable to Darling	$	97,305		$	35,277		$	109,603		$	(144,880	)	$	97,305

Condensed Consolidated Statements of Operations

For the three months ended April 1, 2017

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	136,157		$	360,184		$	439,788		$	(57,619	)	$	878,510
Cost and expenses:
Cost of sales and operating expenses	109,663			292,771			343,151			(57,619		)	687,966
Selling, general and administrative expenses	38,969			14,177			33,777			—			86,923
Depreciation and amortization	10,285			25,436			35,393			—			71,114
Total costs and expenses	158,917			332,384			412,321			(57,619		)	846,003
Operating income/(loss)	(22,760		)	27,800			27,467			—			32,507

Interest expense	(13,586		)	4,023			(12,117		)	—			(21,680		)
Foreign currency gains/(losses)	(6		)	(25		)	(233		)	—			(264		)
Other income/(expense), net	(3,748		)	32			1,663			—			(2,053		)
Equity in net income/(loss) of unconsolidated subsidiaries	(373		)	—			1,079			—			706
Earnings in investments in subsidiaries	38,318			—			—			(38,318		)	—
Income/(loss) before taxes	(2,155		)	31,830			17,859			(38,318		)	9,216
Income taxes	(7,984		)	6,279			3,523			—			1,818
Net income attributable to noncontrolling interests	—			—			(1,569		)	—			(1,569		)
Net income/(loss) attributable to Darling	$	5,829		$	25,551		$	12,767		$	(38,318	)	$	5,829

Condensed Consolidated Statements of Comprehensive Income/(Loss)

For the three months ended March 31, 2018

(in thousands)



	Parent			Guarantors		Non-guarantors		Eliminations			Consolidated
Net income/(loss)	$	98,075		$	35,277	$	109,603	$	(144,880	)	$	98,075
Other comprehensive income/(loss), net of tax:
Foreign currency translation	—			—		17,295		—			17,295
Pension adjustments	566			—		101		—			667
Natural gas swap derivative adjustments	22			—		—		—			22
Corn option derivative adjustments	(1,605		)	—		—		—			(1,605		)
Total other comprehensive income/(loss), net of tax	(1,017		)	—		17,396		—			16,379
Total comprehensive income/(loss)	97,058			35,277		126,999		(144,880		)	114,454
Total comprehensive loss attributable to noncontrolling interest	—			—		1,287		—			1,287
Total comprehensive income/(loss) attributable to Darling	$	97,058		$	35,277	$	125,712	$	(144,880	)	$	113,167

Condensed Consolidated Statements of Comprehensive Income/(Loss)

For the three months ended April 1, 2017

(in thousands)



	Parent			Guarantors		Non-guarantors		Eliminations			Consolidated
Net income/(loss)	$	7,398		$	25,551	$	12,767	$	(38,318	)	$	7,398
Other comprehensive income/(loss), net of tax:
Foreign currency translation	—			—		15,679		—			15,679
Pension adjustments	641			—		118		—			759
Corn option derivative adjustments	(1,102		)	—		—		—			(1,102		)
Total other comprehensive income/(loss), net of tax	(461		)	—		15,797		—			15,336
Total comprehensive income/(loss)	6,937			25,551		28,564		(38,318		)	22,734
Total comprehensive income attributable to noncontrolling interest	—			—		1,247		—			1,247
Total comprehensive income/(loss) attributable to Darling	$	6,937		$	25,551	$	27,317	$	(38,318	)	$	21,487

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2018

(in thousands)



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

Net income/(loss)	$	98,075		$	35,277		$	109,603		$	(144,880	)	$	98,075
Earnings in investments in subsidiaries	(144,880		)	—			—			144,880			—
Other operating cash flows	30,782			(24,262		)	(77,671		)	—			(71,151		)
Net cash provided by operating activities	(16,023		)	11,015			31,932			—			26,924

Cash flows from investing activities:
Capital expenditures	(12,183		)	(13,396		)	(31,008		)	—			(56,587		)
Investment in subsidiaries and affiliates	(3,500		)	—			—			—			(3,500		)
Proceeds from sale of investment in subsidiary	—			—			2,805			—			2,805
Gross proceeds from sale of property, plant and equipment and other assets	828			321			330			—			1,479
Proceeds from insurance settlements	—			503			—			—			503
Payments related to routes and other intangibles	—			—			(15		)	—			(15		)
Net cash used in investing activities	(14,855		)	(12,572		)	(27,888		)	—			(55,315		)

Cash flows from financing activities:
Proceeds for long-term debt	—			—			3,876			—			3,876
Payments on long-term debt	(22		)	—			(9,600		)	—			(9,622		)
Borrowings from revolving facilities	62,000			—			73,184			—			135,184
Payments on revolving facilities	(29,000		)	—			(51,019		)	—			(80,019		)
Net cash overdraft financing	—			—			(331		)	—			(331		)
Deferred loan costs	(1,094		)	—			—			—			(1,094		)
Issuances of common stock	182			—			—			—			182
Minimum withholding taxes paid on stock awards	(2,013		)	—			(5		)	—			(2,018		)
Net cash used in financing activities	30,053			—			16,105			—			46,158

Effect of exchange rate changes on cash	—			—			(1,672		)	—			(1,672		)

Net increase/(decrease) in cash, cash equivalents and restricted cash	(825		)	(1,557		)	18,477			—			16,095
Cash, cash equivalents and restricted cash at beginning of period	1,827			2,993			102,096			—			106,916
Cash, cash equivalents and restricted cash at end of period	$	1,002		$	1,436		$	120,573		$	—		$	123,011

Condensed Consolidated Statements of Cash Flows

For the three months ended April 1, 2017

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income/(loss)	$	7,398		$	25,551		$	12,767		$	(38,318	)	$	7,398
Earnings in investments in subsidiaries	(38,318		)	—			—			38,318			—
Other operating cash flows	56,236			(9,676		)	40,500			—			87,060
Net cash provided by operating activities	25,316			15,875			53,267			—			94,458

Cash flows from investing activities:
Capital expenditures	(18,732		)	(19,689		)	(23,871		)	—			(62,292		)
Investment in subsidiaries and affiliates	(2,250		)	—			—			—			(2,250		)
Gross proceeds from sale of property, plant and equipment and other assets	304			608			428			—			1,340
Proceeds from insurance settlements	—			—			3,301			—			3,301
Net cash used in investing activities	(20,678		)	(19,081		)	(20,142		)	—			(59,901		)

Cash flows from financing activities:
Proceeds for long-term debt	—			—			8,649			—			8,649
Payments on long-term debt	(1,522		)	—			(7,743		)	—			(9,265		)
Borrowings from revolving credit facility	47,000			—			—			—			47,000
Payments on revolving credit facility	(47,000		)	—			(5,327		)	—			(52,327		)
Net cash overdraft financing	—			—			(1,077		)	—			(1,077		)
Deferred loan costs	(1,135		)	—			—			—			(1,135		)
Issuances of common stock	22			—			—			—			22
Minimum withholding taxes paid on stock awards	(1,981		)	—			(14		)	—			(1,995		)
Distributions to noncontrolling interests	—			—			(433		)	—			(433		)
Net cash used in financing activities	(4,616		)	—			(5,945		)	—			(10,561		)

Effect of exchange rate changes on cash	—			—			309			—			309

Net increase/(decrease) in cash, cash equivalents and restricted cash	22			(3,206		)	27,489			—			24,305
Cash, cash equivalents and restricted cash at beginning of period	1,573			5,754			107,530			—			114,857
Cash, cash equivalents and restricted cash at end of period	$	1,595		$	2,548		$	135,019		$	—		$	139,162