GUARANTOR FINANCIAL INFORMATION | 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 |