GUARANTOR FINANCIAL INFORMATION

The Company's Notes (see Note 10) are guaranteed on an unsecured basis by the Company's 100% directly and indirectly owned subsidiaries Darling National, Griffin and its subsidiary Craig Protein (collectively, the "Guarantors"). The Guarantors fully and unconditionally guaranteed the Notes on a joint and several basis. The following financial statements present condensed consolidating financial data for (i) Darling, the issuer of the Notes, (ii) the combined Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the 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, 2011 and January 1, 2011, and the condensed consolidating statements of operations and condensed consolidating statements of cash flows for the years ended December 31, 2011, January 1, 2011 and January 2, 2010.

Condensed Consolidating Balance Sheet

As of December 31, 2011

(in thousands)



	Issuer		Guarantors		Non-guarantors			Eliminations			Consolidated
ASSETS
Total current assets	$	124,675	$	347,989	$	3,980		$	(256,964	)	$	219,680
Investment in subsidiaries	1,286,175		—		—			(1,286,175		)	—
Property, plant and equipment, net	119,898		280,324		—			—			400,222
Intangible assets, net	14,747		347,874		293			—			362,914
Goodwill	21,860		359,243		266			—			381,369
Investment in unconsolidated subsidiary	—		—		21,733			—			21,733
Other assets	27,725		3,387		—			—			31,112
	$	1,595,080	$	1,338,817	$	26,272		$	(1,543,139	)	$	1,417,030
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total current liabilities	$	317,561	$	63,718	$	2,942		$	(256,964	)	$	127,257
Long-term debt, net of current portion	280,000		20		—			—			280,020
Other noncurrent liabilities	46,011		12,052		182			—			58,245
Deferred income taxes	31,133		—		—			—			31,133
Total liabilities	674,705		75,790		3,124			(256,964		)	496,655
Stockholders’ equity:
Common stock, additional paid-in capital and treasury stock	583,273		1,022,544		27,982			(1,050,526		)	583,273
Retained earnings and accumulated other comprehensive loss	337,102		240,483		(4,834		)	(235,649		)	337,102
Total stockholders’ equity	920,375		1,263,027		23,148			(1,286,175		)	920,375
	$	1,595,080	$	1,338,817	$	26,272		$	(1,543,139	)	$	1,417,030

Condensed Consolidating Balance Sheet

As of January 1, 2011

(in thousands)



	Issuer		Guarantors		Non-guarantors			Eliminations			Consolidated
ASSETS
Total current assets	$	95,679	$	196,383	$	4,669		$	(111,145	)	$	185,586
Investment in subsidiaries	1,118,467		—		—			(1,118,467		)	—
Property, plant and equipment, net	119,511		273,909		—			—			393,420
Intangible assets, net	21,569		369,385		—			—			390,954
Goodwill	32,441		343,822		—			—			376,263
Other assets	31,136		3,321		1,578			—			36,035
	$	1,418,803	$	1,186,820	$	6,247		$	(1,229,612	)	$	1,382,258
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total current liabilities	$	202,705	$	59,343	$	3,927		$	(111,145	)	$	154,830
Long-term debt, net of current portion	707,000		30		—			—			707,030
Other noncurrent liabilities	39,460		11,004		296			—			50,760
Deferred income taxes	5,342		—		—			—			5,342
Total liabilities	954,507		70,377		4,223			(111,145		)	917,962
Stockholders’ equity:
Common stock, additional paid-in capital and treasury stock	286,696		1,022,544		6,224			(1,028,768		)	286,696
Retained earnings and accumulated other comprehensive loss	177,600		93,899		(4,200		)	(89,699		)	177,600
Total stockholders’ equity	464,296		1,116,443		2,024			(1,118,467		)	464,296
	$	1,418,803	$	1,186,820	$	6,247		$	(1,229,612	)	$	1,382,258

Condensed Consolidating Statements of Operations

For the year ended December 31, 2011

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	721,990		$	1,238,858		$	27,484		$	(191,083	)	$	1,797,249
Cost and expenses:
Cost of sales and operating expenses	553,061			878,812			26,809			(191,083		)	1,267,599
Selling, general and administrative expenses	67,829			68,149			157			—			136,135
Depreciation and amortization	23,531			55,356			22			—			78,909
Total costs and expenses	644,421			1,002,317			26,988			(191,083		)	1,482,643
Operating income	77,569			236,541			496			—			314,606

Interest expense	(37,161		)	(2		)	—			—			(37,163		)
Other, net	(2,690		)	(944		)	57			—			(3,577		)
Equity in net loss of unconsolidated subsidiary	—			—			(1,572		)	—			(1,572		)
Earnings in investments in subsidiaries	145,950			—			—			(145,950		)	—
Income/(loss) from operations before taxes	183,668			235,595			(1,019		)	(145,950		)	272,294
Income taxes (benefit)	14,250			89,011			(385		)	—			102,876
Net income/(loss)	$	169,418		$	146,584		$	(634	)	$	(145,950	)	$	169,418

Condensed Consolidating Statements of Operations

For the year ended January 1, 2011

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	560,270		$	302,074		$	813		$	(138,248	)	$	724,909
Cost and expenses:
Cost of sales and operating expenses	421,959			247,188			749			(138,248		)	531,648
Selling, general and administrative expenses	60,282			7,750			10			—			68,042
Depreciation and amortization	21,768			10,140			—			—			31,908
Acquisition costs	10,798			—			—			—			10,798
Total costs and expenses	514,807			265,078			759			(138,248		)	642,396
Operating income	45,463			36,996			54			—			82,513

Interest expense	(8,735		)	(2		)	—			—			(8,737		)
Other, net	(1,772		)	(1,066		)	(595		)	—			(3,433		)
Earnings in investments in subsidiaries	22,258			—			—			(22,258		)	—
Income/(loss) from operations before taxes	57,214			35,928			(541		)	(22,258		)	70,343
Income taxes (benefit)	12,971			13,330			(201		)	—			26,100
Net income/(loss)	$	44,243		$	22,598		$	(340	)	$	(22,258	)	$	44,243

Condensed Consolidating Statements of Operations

For the year ended January 2, 2010

(in thousands)



	Issuer			Guarantors		Non-guarantors			Eliminations			Consolidated
Net sales	$	443,270		$	269,686	$	—		$	(115,150	)	$	597,806
Cost and expenses:
Cost of sales and operating expenses	331,037			224,224		—			(115,150		)	440,111
Selling, general and administrative expenses	55,198			5,864		—			—			61,062
Depreciation and amortization	17,944			7,282		—			—			25,226
Acquisition costs	468			—		—			—			468
Total costs and expenses	404,647			237,370		—			(115,150		)	526,867
Operating income	38,623			32,316		—			—			70,939

Interest expense	(3,105		)	—		—			—			(3,105		)
Other, net	(1,022		)	601		(534		)	—			(955		)
Earnings in investments in subsidiaries	20,235			—		—			(20,235		)	—
Income/(loss) from operations before taxes	54,731			32,917		(534		)	(20,235		)	66,879
Income taxes (benefit)	12,941			12,348		(200		)	—			25,089
Net income/(loss)	$	41,790		$	20,569	$	(334	)	$	(20,235	)	$	41,790

Condensed Consolidating Statements of Cash Flows

For the year ended December 31, 2011

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	169,418		$	146,584		$	(634	)	$	(145,950	)	$	169,418
Earnings in investments in subsidiaries	(145,950		)	—			—			145,950			—
Other operating cash flows	160,697			(114,532		)	25,281			—			71,446
Net cash provided by operating activities	184,165			32,052			24,647			—			240,864

Cash flows from investing activities:
Capital expenditures	(23,835		)	(36,318		)	—			—			(60,153		)
Acquisitions, net of cash acquired	(1,754		)	—			—			—			(1,754		)
Investment in unconsolidated subsidiary	—			—			(23,305		)	—			(23,305		)
Gross proceeds from sale of property, plant and equipment and other assets	961			568			—			—			1,529
Net cash used in investing activities	(24,628		)	(35,750		)	(23,305		)	—			(83,683		)

Cash flows from financing activities:
Payments on long-term debt	(270,000		)	(9		)	—			—			(270,009		)
Borrowings from revolving credit facility	131,000			—			—			—			131,000
Payments on revolving credit facility	(291,000		)	—			—			—			(291,000		)
Deferred loan costs	(399		)	—			—			—			(399		)
Issuance of common stock	293,117			—			—			—			293,117
Minimum withholding taxes paid on stock awards	(1,281		)	—			—			—			(1,281		)
Excess tax benefits from stock-based compensation	1,125			—			—			—			1,125
Net cash used in financing activities	(137,438		)	(9		)	—			—			(137,447		)

Net increase/(decrease) in cash and cash equivalents	22,099			(3,707		)	1,342			—			19,734
Cash and cash equivalents at beginning of year	13,108			5,480			614			—			19,202
Cash and cash equivalents at end of year	$	35,207		$	1,773		$	1,956		$	—		$	38,936

Condensed Consolidating Statements of Cash Flows

For the year ended January 1, 2011

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	44,243		$	22,598		$	(340	)	$	(22,258	)	$	44,243
Earnings in investments in subsidiaries	(22,258		)	—			—			22,258			—
Other operating cash flows	46,624			(10,311		)	954			—			37,267
Net cash provided by operating activities	68,609			12,287			614			—			81,510

Cash flows from investing activities:
Capital expenditures	(17,648		)	(7,072		)	—			—			(24,720		)
Acquisitions, net of cash acquired	(758,182		)	—			—			—			(758,182		)
Gross proceeds from sale of property, plant and equipment and other assets	406			218			—			—			624
Payments related to routes and other intangibles	(1,367		)	—			—			—			(1,367		)
Net cash used in investing activities	(776,791		)	(6,854		)	—			—			(783,645		)

Cash flows from financing activities:
Proceeds from long-term debt	550,000			—			—			—			550,000
Payments on long-term debt	(32,500		)	(9		)	—			—			(32,509		)
Borrowing from revolving credit facility	160,000			—			—			—			160,000
Deferred loan costs	(24,020		)	—			—			—			(24,020		)
Issuances of common stock	35			—			—			—			35
Minimum withholding taxes paid on stock awards	(585		)	—			—			—			(585		)
Excess tax benefits from stock-based compensation	234			—			—			—			234
Net cash provided/(used) in financing activities	653,164			(9		)	—			—			653,155

Net increase/(decrease) in cash and cash equivalents	(55,018		)	5,424			614			—			(48,980		)
Cash and cash equivalents at beginning of year	68,126			56			—			—			68,182
Cash and cash equivalents at end of year	$	13,108		$	5,480		$	614		$	—		$	19,202

Condensed Consolidating Statements of Cash Flows

For the year ended January 2, 2010

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	41,790		$	20,569		$	(334	)	$	(20,235	)	$	41,790
Earnings in investments in subsidiaries	(20,235		)	—			—			20,235			—
Other operating cash flows	53,849			(16,787		)	334			—			37,396
Net cash provided by operating activities	75,404			3,782			—			—			79,186

Cash flows from investing activities:
Capital expenditures	(18,078		)	(5,560		)	—			—			(23,638		)
Acquisitions, net of cash acquired	(33,987		)	—			—			—			(33,987		)
Gross proceeds from sale of property, plant and equipment and other assets	177			1,736			—			—			1,913
Net cash used in investing activities	(51,888		)	(3,824		)	—			—			(55,712		)

Cash flows from financing activities:
Proceeds from long-term debt	—			48			—			—			48
Payments on long-term debt	(5,000		)	—			—			—			(5,000		)
Contract payments	(72		)	—			—			—			(72		)
Deferred loan costs	(946		)	—			—			—			(946		)
Issuances of common stock	11			—			—			—			11
Minimum withholding taxes paid on stock awards	(108		)	—			—			—			(108		)
Excess tax benefits from stock-based compensation	(39		)	—			—			—			(39		)
Net cash provided/(used) in financing activities	(6,154		)	48			—			—			(6,106		)

Net increase in cash and cash equivalents	17,362			6			—			—			17,368
Cash and cash equivalents at beginning of year	50,764			50			—			—			50,814
Cash and cash equivalents at end of year	$	68,126		$	56		$	—		$	—		$	68,182