Guarantor Financial Information

The Company's Notes (see Note 5) 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 June 29, 2013 and December 29, 2012, and the condensed consolidating statements of operations, the condensed consolidating statements of comprehensive income and the condensed consolidating statements of cash flows for the three and six months ended June 29, 2013 and June 30, 2012.

Condensed Consolidating Balance Sheet

As of June 29, 2013

(in thousands)



	Issuer		Guarantors		Non-guarantors			Eliminations			Consolidated
ASSETS
Total current assets	$	211,664	$	510,553	$	2,479		$	(401,726	)	$	322,970
Investment in subsidiaries	1,550,047		—		—			(1,550,047		)	—
Property, plant and equipment, net	161,850		317,117		—			—			478,967
Intangible assets, net	15,485		310,021		259			—			325,765
Goodwill	21,860		359,243		266			—			381,369
Investment in unconsolidated subsidiary	—		—		104,297			—			104,297
Other assets	25,263		3,194		—			—			28,457
	$	1,986,169	$	1,500,128	$	107,301		$	(1,951,773	)	$	1,641,825
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total current liabilities	$	478,593	$	58,319	$	(1,205	)	$	(401,726	)	$	133,981
Long-term debt, net of current portion	250,000		99		—			—			250,099
Other noncurrent liabilities	59,300		—		169			—			59,469
Deferred income taxes	71,166		—		—			—			71,166
Total liabilities	859,059		58,418		(1,036		)	(401,726		)	514,715
Total stockholders’ equity	1,127,110		1,441,710		108,337			(1,550,047		)	1,127,110
	$	1,986,169	$	1,500,128	$	107,301		$	(1,951,773	)	$	1,641,825

Condensed Consolidating Balance Sheet

As of December 29, 2012

(in thousands)



	Issuer		Guarantors		Non-guarantors		Eliminations			Consolidated
ASSETS
Total current assets	$	174,576	$	455,604	$	3,037	$	(342,955	)	$	290,262
Investment in subsidiaries	1,449,577		—		—		(1,449,577		)	—
Property, plant and equipment, net	148,131		305,796		—		—			453,927
Intangible assets, net	14,497		322,634		271		—			337,402
Goodwill	21,860		359,243		266		—			381,369
Investment in unconsolidated subsidiary	—		—		62,495		—			62,495
Other assets	26,530		431		—		—			26,961
	$	1,835,171	$	1,443,708	$	66,069	$	(1,792,532	)	$	1,552,416
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total current liabilities	$	414,755	$	59,218	$	666	$	(342,955	)	$	131,684
Long-term debt, net of current portion	250,000		142		—		—			250,142
Other noncurrent liabilities	61,365		—		174		—			61,539
Deferred income taxes	46,615		—		—		—			46,615
Total liabilities	772,735		59,360		840		(342,955		)	489,980
Total stockholders’ equity	1,062,436		1,384,348		65,229		(1,449,577		)	1,062,436
	$	1,835,171	$	1,443,708	$	66,069	$	(1,792,532	)	$	1,552,416

Condensed Consolidating Statements of Operations

For the three months ended June 29, 2013

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	159,392		$	309,689		$	1,761		$	(47,249	)	$	423,593
Cost and expenses:
Cost of sales and operating expenses	124,146			231,381			1,644			(47,249		)	309,922
Selling, general and administrative expenses	22,106			18,674			13			—			40,793
Depreciation and amortization	5,817			16,253			6			—			22,076
Total costs and expenses	152,069			266,308			1,663			(47,249		)	372,791
Operating income	7,323			43,381			98			—			50,802

Interest expense	(5,666		)	(3		)	—			—			(5,669		)
Other, net	(612		)	212			(18		)	—			(418		)
Equity in net loss of unconsolidated subsidiary	—			—			(1,962		)	—			(1,962		)
Earnings in investments in subsidiaries	25,767			—			—			(25,767		)	—
Income/(loss) before taxes	26,812			43,590			(1,882		)	(25,767		)	42,753
Income taxes (benefit)	394			16,663			(722		)	—			16,335
Net income (loss)	$	26,418		$	26,927		$	(1,160	)	$	(25,767	)	$	26,418

Condensed Consolidating Statements of Operations

For the six months ended June 29, 2013

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	321,264		$	629,100		$	5,895		$	(87,244	)	$	869,015
Cost and expenses:
Cost of sales and operating expenses	248,250			465,902			5,700			(87,244		)	632,608
Selling, general and administrative expenses	44,673			38,360			53			—			83,086
Depreciation and amortization	11,955			31,976			12			—			43,943
Total costs and expenses	304,878			536,238			5,765			(87,244		)	759,637
Operating income	16,386			92,862			130			—			109,378

Interest expense	(11,287		)	(7		)	—			—			(11,294		)
Other, net	326			347			(24		)	—			649
Equity in net loss of unconsolidated subsidiary	—			—			(3,157		)	—			(3,157		)
Earnings in investments in subsidiaries	55,485			—			—			(55,485		)	—
Income/(loss) from operations before taxes	60,910			93,202			(3,051		)	(55,485		)	95,576
Income taxes (benefit)	2,087			35,840			(1,174		)	—			36,753
Net income (loss)	$	58,823		$	57,362		$	(1,877	)	$	(55,485	)	$	58,823

Condensed Consolidating Statements of Operations

For the three months ended June 30, 2012

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	184,570		$	300,190		$	3,721		$	(51,807	)	$	436,674
Cost and expenses:
Cost of sales and operating expenses	142,905			219,470			3,570			(51,807		)	314,138
Selling, general and administrative expenses	18,927			17,933			34			—			36,894
Depreciation and amortization	5,816			15,853			5			—			21,674
Total costs and expenses	167,648			253,256			3,609			(51,807		)	372,706
Operating income	16,922			46,934			112			—			63,968

Interest expense	(5,752		)	(1		)	—			—			(5,753		)
Other, net	(588		)	878			(20		)	—			270
Equity in net loss of unconsolidated subsidiary	—			—			(656		)	—			(656		)
Earnings in investments in subsidiaries	29,519			—			—			(29,519		)	—
Income/(loss) before taxes	40,101			47,811			(564		)	(29,519		)	57,829
Income taxes	3,876			17,938			(210		)	—			21,604
Net income (loss)	$	36,225		$	29,873		$	(354	)	$	(29,519	)	$	36,225

Condensed Consolidating Statements of Operations

For the six months ended June 30, 2012

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	337,558		$	573,699		$	6,275		$	(93,750	)	$	823,782
Cost and expenses:
Cost of sales and operating expenses	264,002			414,283			6,072			(93,750		)	590,607
Selling, general and administrative expenses	39,712			34,478			73			—			74,263
Depreciation and amortization	12,112			30,311			11			—			42,434
Total costs and expenses	315,826			479,072			6,156			(93,750		)	707,304
Operating income	21,732			94,627			119			—			116,478

Interest expense	(12,677		)	(1		)	—			—			(12,678		)
Other, net	(1,230		)	905			(13		)	—			(338		)
Equity in net loss of unconsolidated subsidiary	—			—			(892		)	—			(892		)
Earnings in investments in subsidiaries	59,851			—			—			(59,851		)	—
Income/(loss) from operations before taxes	67,676			95,531			(786		)	(59,851		)	102,570
Income taxes (benefit)	2,880			35,184			(290		)	—			37,774
Net income (loss)	$	64,796		$	60,347		$	(496	)	$	(59,851	)	$	64,796

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the three months ended June 29, 2013

(in thousands)



	Issuer			Guarantors		Non-guarantors			Eliminations			Consolidated
Net income	$	26,418		$	26,927	$	(1,160	)	$	(25,767	)	$	26,418
Other comprehensive income (loss), net of tax:
Pension adjustments	805			—		—			—			805
Natural gas swap derivative adjustments	(209		)	—		—			—			(209		)
Corn option derivative adjustments	358			—		—			—			358
Total other comprehensive income, net of tax	954			—		—			—			954
Total comprehensive income (loss)	$	27,372		$	26,927	$	(1,160	)	$	(25,767	)	$	27,372

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the six months ended June 29, 2013

(in thousands)



	Issuer			Guarantors		Non-guarantors			Eliminations			Consolidated
Net income	$	58,823		$	57,362	$	(1,877	)	$	(55,485	)	$	58,823
Other comprehensive income (loss), net of tax:
Pension adjustments	1,610			—		—			—			1,610
Natural gas swap derivative adjustments	(61		)	—		—			—			(61		)
Corn option derivative adjustments	1,307			—		—			—			1,307
Total other comprehensive income	2,856			—		—			—			2,856
Total comprehensive income (loss)	$	61,679		$	57,362	$	(1,877	)	$	(55,485	)	$	61,679

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the three months ended June 30, 2012

(in thousands)



	Issuer		Guarantors		Non-guarantors			Eliminations			Consolidated
Net income	$	36,225	$	29,873	$	(354	)	$	(29,519	)	$	36,225
Other comprehensive income (loss), net of tax:
Pension adjustments	742		—		—			—			742
Natural gas swap derivative adjustments	314		—		—			—			314
Interest rate swap derivative adjustment	17		—		—			—			17
Total other comprehensive income, net of tax	1,073		—		—			—			1,073
Total comprehensive income (loss)	$	37,298	$	29,873	$	(354	)	$	(29,519	)	$	37,298

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the six months ended June 30, 2012

(in thousands)



	Issuer		Guarantors		Non-guarantors			Eliminations			Consolidated
Net income	$	64,796	$	60,347	$	(496	)	$	(59,851	)	$	64,796
Other comprehensive income (loss), net of tax:
Pension adjustments	1,484		—		—			—			1,484
Natural gas swap derivative adjustments	321		—		—			—			321
Interest rate swap derivative adjustment	159		—		—			—			159
Total other comprehensive income	1,964		—		—			—			1,964
Total comprehensive income (loss)	$	66,760	$	60,347	$	(496	)	$	(59,851	)	$	66,760

Condensed Consolidating Statements of Cash Flows

For the six months ended June 29, 2013

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	58,823		$	57,362		$	(1,877	)	$	(55,485	)	$	58,823
Earnings in investments in subsidiaries	(55,485		)	—			—			55,485			—
Other operating cash flows	98,273			(29,858		)	1,942			—			70,357
Net cash provided by operating activities	101,611			27,504			65			—			129,180

Cash flows from investing activities:
Capital expenditures	(24,344		)	(30,345		)	—			—			(54,689		)
Investment in subsidiaries and affiliates	(44,985		)	—			(44,959		)	44,985			(44,959		)
Gross proceeds from sale of property, plant and equipment and other assets	744			548			—			—			1,292
Proceeds from insurance settlements	1,531			450			—			—			1,981
Payments related to routes and other intangibles	(649		)	—			—			—			(649		)
Net cash used in investing activities	(67,703		)	(29,347		)	(44,959		)	44,985			(97,024		)

Cash flows from financing activities:
Payments on long-term debt	—			(40		)	—			—			(40		)
Issuances of common stock	32			—			—			—			32
Contributions from parent	—			—			44,985			(44,985		)	—
Minimum withholding taxes paid on stock awards	(2,529		)	—			—			—			(2,529		)
Excess tax benefits from stock-based compensation	703			—			—			—			703
Net cash used in financing activities	(1,794		)	(40		)	44,985			(44,985		)	(1,834		)

Net increase/(decrease) in cash and cash equivalents	32,114			(1,883		)	91			—			30,322
Cash and cash equivalents at beginning of year	96,945			5,577			727			—			103,249
Cash and cash equivalents at end of year	$	129,059		$	3,694		$	818		$	—		$	133,571

Condensed Consolidating Statements of Cash Flows

For the six months ended June 30, 2012

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	64,796		$	60,347		$	(496	)	$	(59,851	)	$	64,796
Earnings in investments in subsidiaries	(59,851		)	—			—			59,851			—
Other operating cash flows	108,858			(30,770		)	(924		)	—			77,164
Net cash provided by operating activities	113,803			29,577			(1,420		)	—			141,960

Cash flows from investing activities:
Capital expenditures	(23,682		)	(29,814		)	—			—			(53,496		)
Acquisitions	(2,000		)	—			—			—			(2,000		)
Investment in subsidiaries and affiliates	(25,542		)	—			(25,518		)	25,542			(25,518		)
Gross proceeds from sale of property, plant and equipment and other assets	1,214			1,302			—			—			2,516
Proceeds from insurance settlements	—			900			—			—			900
Net cash used in investing activities	(50,010		)	(27,612		)	(25,518		)	25,542			(77,598		)

Cash flows from financing activities:
Payments on long-term debt	(30,000		)	(5		)	—			—			(30,005		)
Issuances of common stock	64			—			—			—			64
Contributions from parent	—			—			25,542			(25,542		)	—
Minimum withholding taxes paid on stock awards	(2,214		)	—			—			—			(2,214		)
Excess tax benefits from stock-based compensation	1,111			—			—			—			1,111
Net cash used in financing activities	(31,039		)	(5		)	25,542			(25,542		)	(31,044		)

Net increase/(decrease) in cash and cash equivalents	32,754			1,960			(1,396		)	—			33,318
Cash and cash equivalents at beginning of year	35,207			1,773			1,956			—			38,936
Cash and cash equivalents at end of year	$	67,961		$	3,733		$	560		$	—		$	72,254