Guarantor Financial Information

The Company's 5.375% Notes and 3.625% 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 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 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 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 September 29, 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 and nine months ended September 29, 2018 and September 30, 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 euro-denominated notes such as the 3.625% Notes and therefore does not have any substantial operations or assets.

Condensed Consolidated Balance Sheet

As of September 29, 2018

(in thousands)



	Parent			Guarantors			Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	1,029		$	36		$	80,405	$	—		$	81,470
Restricted cash	103			—			—		—			103
Accounts receivable	38,944			547,174			443,329		(666,135		)	363,312
Inventories	22,062			86,917			252,700		—			361,679
Income taxes refundable	2,998			—			5,358		—			8,356
Prepaid expenses	14,930			3,297			25,078		—			43,305
Other current assets	4,011			(2,063		)	18,305		—			20,253
Total current assets	84,077			635,361			825,175		(666,135		)	878,478
Investment in subsidiaries	4,820,655			1,366,126			844,044		(7,030,825		)	—
Property, plant and equipment, net	334,101			498,771			798,164		—			1,631,036
Intangible assets, net	29,897			208,535			354,802		—			593,234
Goodwill	41,489			490,748			701,308		—			1,233,545
Investment in unconsolidated subsidiaries	12,535			—			386,259		—			398,794
Other assets	38,612			49,149			172,242		(205,429		)	54,574
Deferred taxes	—			—			15,550		—			15,550
	$	5,361,366		$	3,248,690		$	4,097,544	$	(7,902,389	)	$	4,805,211
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	5,025		$	—		$	6,075	$	—		$	11,100
Accounts payable	689,123			20,604			130,892		(662,850		)	177,769
Income taxes payable	(128		)	—			6,034		—			5,906
Accrued expenses	89,167			28,520			176,655		(3,286		)	291,056
Total current liabilities	783,187			49,124			319,656		(666,136		)	485,831
Long-term debt, net of current portion	1,041,407			—			832,151		(205,429		)	1,668,129
Other noncurrent liabilities	67,314			—			34,564		—			101,878
Deferred income taxes	88,908			—			145,162		—			234,070
Total liabilities	1,980,816			49,124			1,331,533		(871,565		)	2,489,908
Total stockholders’ equity	3,380,550			3,199,566			2,766,011		(7,030,824		)	2,315,303
	$	5,361,366		$	3,248,690		$	4,097,544	$	(7,902,389	)	$	4,805,211

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 September 29, 2018

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	136,460		$	328,148		$	410,936		$	(62,968	)	$	812,576
Cost and expenses:
Cost of sales and operating expenses	107,979			274,147			328,943			(62,968		)	648,101
Selling, general and administrative expenses	34,967			7,457			25,023			—			67,447
Depreciation and amortization	12,036			25,322			41,484			—			78,842
Total costs and expenses	154,982			306,926			395,450			(62,968		)	794,390
Operating income/(loss)	(18,522		)	21,222			15,486			—			18,186

Interest expense	(13,823		)	190			(6,447		)	—			(20,080		)
Foreign currency losses	(4		)	(2		)	(2,100		)	—			(2,106		)
Gain on disposal of subsidiary	—			—			3,038			—			3,038
Other expense, net	(1,791		)	(656		)	(339		)	—			(2,786		)
Equity in net loss of unconsolidated subsidiaries	(732		)	—			(2,060		)	—			(2,792		)
Earnings in investments in subsidiaries	28,438			—			—			(28,438		)	—
Income/(loss) before taxes	(6,434		)	20,754			7,578			(28,438		)	(6,540		)
Income tax expense/(benefit)	(397		)	179			(1,185		)	—			(1,403		)
Net income attributable to noncontrolling interests	—			—			(900		)	—			(900		)
Net income/(loss) attributable to Darling	$	(6,037	)	$	20,575		$	7,863		$	(28,438	)	$	(6,037	)

Condensed Consolidated Statements of Operations

For the nine months ended September 29, 2018

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	391,281		$	1,021,248		$	1,302,210		$	(180,143	)	$	2,534,596
Cost and expenses:
Cost of sales and operating expenses	306,068			820,993			1,032,283			(180,143		)	1,979,201
Selling, general and administrative expenses	115,138			32,719			85,050			—			232,907
Restructuring and impairment charges	—			—			14,965			—			14,965
Depreciation and amortization	34,672			77,555			123,688			—			235,915
Total costs and expenses	455,878			931,267			1,255,986			(180,143		)	2,462,988
Operating income/(loss)	(64,597		)	89,981			46,224			—			71,608

Interest expense	(42,380		)	7,193			(31,033		)	—			(66,220		)
Debt extinguishment costs	(15,635		)	—			(7,874		)	—			(23,509		)
Foreign currency losses	(441		)	(96		)	(6,545		)	—			(7,082		)
Gain/(loss) on disposal of subsidiary	(15,538		)	—			3,038			—			(12,500		)
Other income/(expense), net	(15,405		)	(172		)	11,474			—			(4,103		)
Equity in net income/(loss) of unconsolidated subsidiaries	(1,807		)	—			111,405			—			109,598
Earnings in investments in subsidiaries	207,477			—			—			(207,477		)	—
Income/(loss) before taxes	51,674			96,906			126,689			(207,477		)	67,792
Income tax expense/(benefit)	(9,174		)	5,706			7,460			—			3,992
Net income attributable to noncontrolling interests	—			—			(2,952		)	—			(2,952		)
Net income/(loss) attributable to Darling	$	60,848		$	91,200		$	116,277		$	(207,477	)	$	60,848

Condensed Consolidated Statements of Operations

For the three months ended September 30, 2017

(in thousands)



	Parent			Guarantors		Non-guarantors			Eliminations			Consolidated
Net sales	$	135,001		$	378,088	$	487,584		$	(64,411	)	$	936,262
Cost and expenses:
Cost of sales and operating expenses	103,591			315,847		387,484			(64,411		)	742,511
Selling, general and administrative expenses	36,307			14,031		31,815			—			82,153
Depreciation and amortization	10,485			26,949		39,768			—			77,202
Total costs and expenses	150,383			356,827		459,067			(64,411		)	901,866
Operating income/(loss)	(15,382		)	21,261		28,517			—			34,396

Interest expense	(14,076		)	4,009		(12,464		)	—			(22,531		)
Foreign currency gains/(losses)	(32		)	320		(2,343		)	—			(2,055		)
Other income/(expense), net	(5,152		)	1,555		1,064			—			(2,533		)
Equity in net income/(loss) of unconsolidated subsidiaries	(487		)	—		8,190			—			7,703
Earnings in investments in subsidiaries	27,810			—		—			(27,810		)	—
Income/(loss) before taxes	(7,319		)	27,145		22,964			(27,810		)	14,980
Income tax expense/(benefit)	(15,080		)	11,782		9,594			—			6,296
Net income attributable to noncontrolling interests	—			—		(923		)	—			(923		)
Net income/(loss) attributable to Darling	$	7,761		$	15,363	$	12,447		$	(27,810	)	$	7,761

Condensed Consolidated Statements of Operations

For the nine months ended September 30, 2017

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	407,054		$	1,098,112		$	1,385,575		$	(181,039	)	$	2,709,702
Cost and expenses:
Cost of sales and operating expenses	321,231			899,129			1,090,400			(181,039		)	2,129,721
Selling, general and administrative expenses	110,381			41,559			101,668			—			253,608
Depreciation and amortization	30,750			78,261			112,295			—			221,306
Total costs and expenses	462,362			1,018,949			1,304,363			(181,039		)	2,604,635
Operating income/(loss)	(55,308		)	79,163			81,212			—			105,067

Interest expense	(41,909		)	12,000			(36,748		)	—			(66,657		)
Foreign currency gains/(losses)	(216		)	500			(4,714		)	—			(4,430		)
Other income/(expense), net	(13,183		)	(3		)	4,803			—			(8,383		)
Equity in net income/(loss) of unconsolidated subsidiaries	(1,253		)	—			17,922			—			16,669
Earnings in investments in subsidiaries	92,641			—			—			(92,641		)	—
Income/(loss) before taxes	(19,228		)	91,660			62,475			(92,641		)	42,266
Income tax expense/(benefit)	(41,967		)	34,386			23,437			—			15,856
Net income attributable to noncontrolling interests	—			—			(3,671		)	—			(3,671		)
Net income/(loss) attributable to Darling	$	22,739		$	57,274		$	35,367		$	(92,641	)	$	22,739

Condensed Consolidated Statements of Comprehensive Income/(Loss)

For the three months ended September 29, 2018

(in thousands)



	Parent			Guarantors		Non-guarantors			Eliminations			Consolidated
Net income/(loss)	$	(5,137	)	$	20,575	$	7,863		$	(28,438	)	$	(5,137	)
Other comprehensive income/(loss), net of tax:
Foreign currency translation	165			—		(5,749		)	—			(5,584		)
Pension adjustments	565			—		103			—			668
Natural gas swap derivative adjustments	—			—		—			—			—
Soybean meal derivative adjustments	3			—		—			—			3
Corn option derivative adjustments	(40		)	—		—			—			(40		)
Foreign exchange derivative adjustments	—			—		309			—			309
Total other comprehensive income/(loss), net of tax	693			—		(5,337		)	—			(4,644		)
Total comprehensive income/(loss)	(4,444		)	20,575		2,526			(28,438		)	(9,781		)
Total comprehensive loss attributable to noncontrolling interest	—			—		(538		)	—			(538		)
Total comprehensive income/(loss) attributable to Darling	$	(4,444	)	$	20,575	$	3,064		$	(28,438	)	$	(9,243	)

Condensed Consolidated Statements of Comprehensive Income/(Loss)

For the nine months ended September 29, 2018

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Net income/(loss)	$	63,800		$	91,200		$	116,277		$	(207,477	)	$	63,800
Other comprehensive income/ (loss), net of tax:
Foreign currency translation	1,281			(53,387		)	(13,020		)	—			(65,126		)
Pension adjustments	1,696			—			305			—			2,001
Natural gas swap derivative adjustments	22			—			—			—			22
Soybean meal derivative adjustments	3			—			—			—			3
Corn option derivative adjustments	(1,198		)	—			—			—			(1,198		)
Foreign exchange derivative adjustments	—			—			309			—			309
Total other comprehensive income/(loss), net of tax	1,804			(53,387		)	(12,406		)	—			(63,989		)
Total comprehensive income/(loss)	65,604			37,813			103,871			(207,477		)	(189		)
Total comprehensive income attributable to noncontrolling interest	—			—			1,981			—			1,981
Total comprehensive income/(loss) attributable to Darling	$	65,604		$	37,813		$	101,890		$	(207,477	)	$	(2,170	)

Condensed Consolidated Statements of Comprehensive Income/(Loss)

For the three months ended September 30, 2017

(in thousands)



	Parent		Guarantors		Non-guarantors		Eliminations			Consolidated
Net income/(loss)	$	8,684	$	15,363	$	12,447	$	(27,810	)	$	8,684
Other comprehensive income/(loss), net of tax:
Foreign currency translation	—		—		46,211		—			46,211
Pension adjustments	641		—		118		—			759
Natural gas swap derivative adjustments	22		—		—		—			22
Corn option derivative adjustments	850		—		—		—			850
Total other comprehensive income/(loss), net of tax	1,513		—		46,329		—			47,842
Total comprehensive income/(loss)	10,197		15,363		58,776		(27,810		)	56,526
Total comprehensive income attributable to noncontrolling interest	—		—		109		—			109
Total comprehensive income/(loss) attributable to Darling	$	10,197	$	15,363	$	58,667	$	(27,810	)	$	56,417

Condensed Consolidated Statements of Comprehensive Income/(Loss)

For the nine months ended September 30, 2017

(in thousands)



	Parent			Guarantors		Non-guarantors			Eliminations			Consolidated
Net income/(loss)	$	26,410		$	57,274	$	35,367		$	(92,641	)	$	26,410
Other comprehensive income/(loss), net of tax:
Foreign currency translation	—			—		111,002			—			111,002
Pension adjustments	1,923			—		355			—			2,278
Natural gas swap derivative adjustments	22			—		—			—			22
Corn option derivative adjustments	(1,121		)	—		—			—			(1,121		)
Total other comprehensive income, net of tax	824			—		111,357			—			112,181
Total comprehensive income/(loss)	27,234			57,274		146,724			(92,641		)	138,591
Total comprehensive loss attributable to noncontrolling interest	—			—		(62		)	—			(62		)
Total comprehensive income/(loss) attributable to Darling	$	27,234		$	57,274	$	146,786		$	(92,641	)	$	138,653

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 29, 2018

(in thousands)



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

Net income/(loss)	$	63,800		$	91,200		$	116,277		$	(207,477	)	$	63,800
Earnings in investments in subsidiaries	(207,477		)	—			—			207,477			—
Other operating cash flows	187,663			(49,424		)	(2,341		)	—			135,898
Net cash provided by operating activities	43,986			41,776			113,936			—			199,698

Cash flows from investing activities:
Capital expenditures	(75,282		)	(65,079		)	(73,365		)	—			(213,726		)
Acquisitions	(51,301		)	—			—			—			(51,301		)
Investment in subsidiaries and affiliates	(10,000		)	(198,880		)	—			198,880			(10,000		)
Proceeds from sale of investment in subsidiary	80,000			—			2,805			—			82,805
Note receivable from affiliates	—			217,880			(217,880		)	—			—
Gross proceeds from sale of property, plant and equipment and other assets	1,282			843			1,236			—			3,361
Proceeds from insurance settlements	750			503			—			—			1,253
Payments related to routes and other intangibles	(246		)	—			(1,007		)	—			(1,253		)
Net cash used in investing activities	(54,797		)	(44,733		)	(288,211		)	198,880			(188,861		)

Cash flows from financing activities:
Proceeds for long-term debt	—			—			623,698			—			623,698
Payments on long-term debt	(10,090		)	—			(651,178		)	—			(661,268		)
Borrowings from revolving facilities	238,000			—			148,436			—			386,436
Payments on revolving facilities	(215,000		)	—			(147,463		)	—			(362,463		)
Net cash overdraft financing	—			—			3,361			—			3,361
Deferred loan costs	(824		)	—			(8,844		)	—			(9,668		)
Issuances of common stock	182			—			—			—			182
Contributions from parent	—			—			198,880			(198,880		)	—
Minimum withholding taxes paid on stock awards	(2,152		)	—			(63		)	—			(2,215		)
Distributions to noncontrolling interests	—			—			(8,005		)	—			(8,005		)
Net cash used in financing activities	10,116			—			158,822			(198,880		)	(29,942		)

Effect of exchange rate changes on cash	—			—			(6,238		)	—			(6,238		)

Net decrease in cash, cash equivalents and restricted cash	(695		)	(2,957		)	(21,691		)	—			(25,343		)
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	$	1,132		$	36		$	80,405		$	—		$	81,573

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2017

(in thousands)



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income/(loss)	$	26,410		$	57,274		$	35,367		$	(92,641	)	$	26,410
Earnings in investments in subsidiaries	(92,641		)	—			—			92,641			—
Other operating cash flows	188,304			(59,113		)	113,170			—			242,361
Net cash provided by operating activities	122,073			(1,839		)	148,537			—			268,771

Cash flows from investing activities:
Capital expenditures	(63,746		)	(57,388		)	(75,312		)	—			(196,446		)
Acquisitions	—			(12,144		)	—			—			(12,144		)
Investment in subsidiaries and affiliates	(4,750		)	—			—			—			(4,750		)
Note receivable from affiliates	—			67,000			(67,000		)	—			—
Gross proceeds from sale of property, plant and equipment and other assets	2,309			1,311			1,333			—			4,953
Proceeds from insurance settlements	—			—			3,301			—			3,301
Payments related to routes and other intangibles	(5,635		)	—			—			—			(5,635		)
Net cash used in investing activities	(71,822		)	(1,221		)	(137,678		)	—			(210,721		)

Cash flows from financing activities:
Proceeds for long-term debt	—			—			24,069			—			24,069
Payments on long-term debt	(47,182		)	—			(47,068		)	—			(94,250		)
Borrowings from revolving credit facility	142,000			—			—			—			142,000
Payments on revolving credit facility	(142,000		)	—			(5,327		)	—			(147,327		)
Net cash overdraft financing	—			—			2,590			—			2,590
Deferred loan costs	(1,177		)	—			—			—			(1,177		)
Issuances of common stock	22			—			—			—			22
Minimum withholding taxes paid on stock awards	(2,126		)	—			(14		)	—			(2,140		)
Acquisition of noncontrolling interests	—			—			(429		)	—			(429		)
Distributions to noncontrolling interests	—			—			(2,513		)	—			(2,513		)
Net cash used in financing activities	(50,463		)	—			(28,692		)	—			(79,155		)

Effect of exchange rate changes on cash	—			—			16,676			—			16,676

Net decrease in cash, cash equivalents and restricted cash	(212		)	(3,060		)	(1,157		)	—			(4,429		)
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	$	1,361		$	2,694		$	106,373		$	—		$	110,428