GUARANTOR FINANCIAL INFORMATION

The Company's 8.5% Notes (see Note 11) are guaranteed on an unsecured basis by the Company's 100% directly and indirectly owned subsidiaries Darling National, Griffin and its subsidiary Craig Protein, Darling AWS LLC, Terra Holding Company, Darling Global Holdings Inc., Darling Northstar LLC, Terra Renewal Services, Inc. and EV Acquisition, Inc. (collectively, the "8.5% Note Guarantors"). The 8.5% Note Guarantors fully and unconditionally guaranteed the 8.5% Notes on a joint and several basis. The following financial statements present condensed consolidating financial data for (i) Darling, the issuer of the 8.5% Notes, (ii) the combined 8.5% Note Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the 8.5% Notes, including Darling Canada (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 28, 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 years ended December 28, 2013, December 29, 2012 and December 31, 2011.

Condensed Consolidating Balance Sheet

As of December 28, 2013

(in thousands)



	Issuer		Guarantors		Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	857,267	$	6,117	$	7,473	$	—		$	870,857
Restricted cash	102		—		252		—			354
Accounts receivable	41,464		484,091		16,092		(428,803		)	112,844
Inventories	20,799		36,314		8,020		—			65,133
Income taxes refundable	14,397		—		115		—			14,512
Other current assets	40,595		3,809		2,109		—			46,513
Deferred income taxes	15,107		—		2,182		—			17,289
Total current assets	989,731		530,331		36,243		(428,803		)	1,127,502
Investment in subsidiaries	2,140,869		63,116		—		(2,203,985		)	—
Property, plant and equipment, net	172,533		356,772		137,268		—			666,573
Intangible assets, net	15,896		340,611		232,157		—			588,664
Goodwill	21,860		424,244		255,533		—			701,637
Investment in unconsolidated subsidiary	—		—		115,114		—			115,114
Other assets	40,588		373,699		1,352		(370,996		)	44,643
	$	3,381,477	$	2,088,773	$	777,667	$	(3,003,784	)	$	3,244,133
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	10,000	$	87	$	9,801	$	—		$	19,888
Accounts payable	425,117		21,236		22,939		(425,550		)	43,742
Accrued expenses	85,165		20,178		11,084		(3,253		)	113,174
Total current liabilities	520,282		41,501		43,824		(428,803		)	176,804
Long-term debt, net of current portion	680,000		55		557,888		(370,996		)	866,947
Other noncurrent liabilities	36,381		—		4,290		—			40,671
Deferred income taxes	123,862		—		14,897		—			138,759
Total liabilities	1,360,525		41,556		620,899		(799,799		)	1,223,181
Total stockholders' equity	2,020,952		2,047,217		156,768		(2,203,985		)	2,020,952
	$	3,381,477	$	2,088,773	$	777,667	$	(3,003,784	)	$	3,244,133

Condensed Consolidating Balance Sheet

As of December 29, 2012

(in thousands)



	Issuer		Guarantors		Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	96,945	$	5,577	$	727	$	—		$	103,249
Restricted cash	102		—		259		—			361
Accounts receivable	35,320		405,766		—		(342,955		)	98,131
Inventories	21,446		41,568		2,051		—			65,065
Other current assets	8,154		2,693		—		—			10,847
Deferred income taxes	12,609		—		—		—			12,609
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
Current portion of long-term debt	$	—	$	82	$	—	$	—		$	82
Accounts payable	359,778		36,546		645		(342,955		)	54,014
Accrued expenses	54,977		22,590		21		—			77,588
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 year ended December 28, 2013

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	679,789		$	1,231,617		$	40,472		$	(228,328	)	$	1,723,550
Cost and expenses:
Cost of sales and operating expenses	530,740			931,088			27,601			(228,328		)	1,261,101
Selling, general and administrative expenses	91,723			76,016			3,086			—			170,825
Depreciation and amortization	24,794			68,139			5,854			—			98,787
Acquisition costs	14,074			—			9,197			—			23,271
Total costs and expenses	661,331			1,075,243			45,738			(228,328		)	1,553,984
Operating income	18,458			156,374			(5,266		)	—			169,566

Interest expense	(36,964		)	3,281			(4,425		)	—			(38,108		)
Foreign currency gains/(losses)	27,516			(42		)	633			—			28,107
Other income/(expense), net	(3,373		)	55			(229		)	—			(3,547		)
Equity in net income of unconsolidated subsidiary	—			—			7,660			—			7,660
Earnings in investments in subsidiaries	105,178			—			—			(105,178		)	—
Income/(loss) from operations before taxes	110,815			159,668			(1,627		)	(105,178		)	163,678
Income taxes (benefit)	1,848			52,351			512			—			54,711
Net income/(loss)	$	108,967		$	107,317		$	(2,139	)	$	(105,178	)	$	108,967

Condensed Consolidating Statements of Operations

For the year ended December 29, 2012

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	658,897		$	1,216,264		$	14,425		$	(188,157	)	$	1,701,429
Cost and expenses:
Cost of sales and operating expenses	512,199			894,820			13,742			(188,157		)	1,232,604
Selling, general and administrative expenses	80,432			71,141			140			—			151,713
Depreciation and amortization	23,542			61,807			22			—			85,371
Total costs and expenses	616,173			1,027,768			13,904			(188,157		)	1,469,688
Operating income	42,724			188,496			521			—			231,741

Interest expense	(24,047		)	(7		)	—			—			(24,054		)
Other income/(expense), net	(1,572		)	3,355			(23		)	—			1,760
Equity in net loss of unconsolidated subsidiary	—			—			(2,662		)	—			(2,662		)
Earnings in investments in subsidiaries	119,953			—			—			(119,953		)	—
Income/(loss) from operations before taxes	137,058			191,844			(2,164		)	(119,953		)	206,785
Income taxes (benefit)	6,288			70,523			(796		)	—			76,015
Net income/(loss)	$	130,770		$	121,321		$	(1,368	)	$	(119,953	)	$	130,770

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	553,218			879,277			26,809			(191,083		)	1,268,221
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	644,578			1,002,782			26,988			(191,083		)	1,483,265
Operating income	77,412			236,076			496			—			313,984

Interest expense	(37,161		)	(2		)	—			—			(37,163		)
Other income/(expense), net	(2,533		)	(479		)	57			—			(2,955		)
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 Comprehensive Income (Loss)

For the year ended December 28, 2013

(in thousands)



	Issuer		Guarantors		Non-guarantors			Eliminations			Consolidated
Net income	$	108,967	$	107,317	$	(2,139	)	$	(105,178	)	$	108,967
Other comprehensive income (loss), net of tax:
Foreign currency translation	—		—		(14,502		)	—			(14,502		)
Pension adjustments	15,060		—		80			—			15,140
Natural gas swap derivative adjustments	127		—		—			—			127
Corn option derivative adjustments	1,141		—		—			—			1,141
Total other comprehensive income, net of tax	16,328		—		(14,422		)	—			1,906
Total comprehensive income (loss)	$	125,295	$	107,317	$	(16,561	)	$	(105,178	)	$	110,873

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the year ended December 29, 2012

(in thousands)



	Issuer			Guarantors		Non-guarantors			Eliminations			Consolidated
Net income	$	130,770		$	121,321	$	(1,368	)	$	(119,953	)	$	130,770
Other comprehensive income (loss), net of tax:
Pension adjustments	(1,169		)	—		—			—			(1,169		)
Natural gas swap derivative adjustments	391			—		—			—			391
Corn option derivative adjustments	194			—		—			—			194
Interest rate swap derivative adjustments	159			—		—			—			159
Total other comprehensive income, net of tax	(425		)	—		—			—			(425		)
Total comprehensive income (loss)	$	130,345		$	121,321	$	(1,368	)	$	(119,953	)	$	130,345

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the year ended December 31, 2011

(in thousands)



	Issuer			Guarantors		Non-guarantors			Eliminations			Consolidated
Net income	$	169,418		$	146,584	$	(634	)	$	(145,950	)	$	169,418
Other comprehensive income (loss), net of tax:
Pension adjustments	(10,146		)	—		—			—			(10,146		)
Natural gas swap derivative adjustments	(482		)	—		—			—			(482		)
Interest rate swap derivative adjustments	712			—		—			—			712
Total other comprehensive income, net of tax	(9,916		)	—		—			—			(9,916		)
Total comprehensive income (loss)	$	159,502		$	146,584	$	(634	)	$	(145,950	)	$	159,502

Condensed Consolidating Statements of Cash Flows

For the year ended December 28, 2013

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	108,967		$	107,317		$	(2,139	)	$	(105,178	)	$	108,967
Earnings in investments in subsidiaries	(105,178		)	—			—			105,178			—
Other operating cash flows	135,315			(39,459		)	5,898			—			101,754
Net cash provided/(used) by operating activities	139,104			67,858			3,759			—			210,721

Cash flows from investing activities:
Capital expenditures	(45,173		)	(68,716		)	(4,418		)	—			(118,307		)
Acquisitions, net of cash acquired	—			(121,440		)	(612,635		)	—			(734,075		)
Investment in subsidiaries and affiliates	(600,537		)	(63,115		)	(44,959		)	663,652			(44,959		)
Note receivable from affiliates	—			(370,996		)	—			370,996			—
Gross proceeds from sale of property, plant and equipment and other assets	1,329			1,029			—			—			2,358
Proceeds from insurance settlements	1,531			450			—			—			1,981
Payments related to routes and other intangibles	(2,423		)	—			—			—			(2,423		)
Net cash provide/(used) in investing activities	(645,273		)	(622,788		)	(662,012		)	1,034,648			(895,425		)

Cash flows from financing activities:
Proceeds from long-term debt	200,000			—			144,704			—			344,704
Payments on long-term debt	—			(82		)	(498		)	—			(580		)
Borrowings from revolving credit facility	245,000			—			48,235			—			293,235
Payments on revolving credit facility	(5,000		)	—			—			—			(5,000		)
Borrowings from affiliates	—			—			370,996			(370,996		)	—
Deferred loan costs	(11,916		)	—			(1,404		)	—			(13,320		)
Issuance of common stock	840,558			—			—			—			840,558
Contributions from parent	—			555,552			108,100			(663,652		)	—
Minimum withholding taxes paid on stock awards	(3,289		)	—			—			—			(3,289		)
Excess tax benefits from stock-based compensation	1,138			—			—			—			1,138
Net cash provided/(used) in financing activities	1,266,491			555,470			670,133			(1,034,648		)	1,457,446

Effect of exchange rate changes on cash and cash equivalent	—			—			(5,134		)	—			(5,134		)
Net increase/(decrease) in cash and cash equivalents	760,322			540			6,746			—			767,608
Cash and cash equivalents at beginning of year	96,945			5,577			727			—			103,249
Cash and cash equivalents at end of year	$	857,267		$	6,117		$	7,473		$	—		$	870,857

Condensed Consolidating Statements of Cash Flows

For the year ended December 29, 2012

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	130,770		$	121,321		$	(1,368	)	$	(119,953	)	$	130,770
Earnings in investments in subsidiaries	(119,953		)	—			—			119,953			—
Other operating cash flows	175,098			(56,445		)	114			—			118,767
Net cash provided by operating activities	185,915			64,876			(1,254		)	—			249,537

Cash flows from investing activities:
Capital expenditures	(49,619		)	(65,794		)	—			—			(115,413		)
Acquisitions, net of cash acquired	(3,000		)	—			—			—			(3,000		)
Investment in subsidiaries and affiliates	(43,449		)	—			(43,424		)	43,449			(43,424		)
Gross proceeds from sale of property, plant and equipment and other assets	2,083			1,787			—			—			3,870
Proceeds from insurance settlements	1,305			2,967			—			—			4,272
Payments related to routes and other intangibles	(137		)	—			—			—			(137		)
Net cash provided/(used) in investing activities	(92,817		)	(61,040		)	(43,424		)	43,449			(153,832		)

Cash flows from financing activities:
Payments on long-term debt	(30,000		)	(32		)	—			—			(30,032		)
Issuances of common stock	72			—			—			—			72
Contributions from parent	—			—			43,449			(43,449		)	—
Minimum withholding taxes paid on stock awards	(4,084		)	—			—			—			(4,084		)
Excess tax benefits from stock-based compensation	2,652			—			—			—			2,652
Net cash provided/(used) in financing activities	(31,360		)	(32		)	43,449			(43,449		)	(31,392		)

Net increase/(decrease) in cash and cash equivalents	61,738			3,804			(1,229		)	—			64,313
Cash and cash equivalents at beginning of year	35,207			1,773			1,956			—			38,936
Cash and cash equivalents at end of year	$	96,945		$	5,577		$	727		$	—		$	103,249

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	184,027			(114,532		)	1,951			—			71,446
Net cash provided by operating activities	207,495			32,052			1,317			—			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 subsidiaries and affiliates	(23,330		)	—			(23,305		)	23,330			(23,305		)
Gross proceeds from sale of property, plant and equipment and other assets	961			568			—			—			1,529
Net cash used in investing activities	(47,958		)	(35,750		)	(23,305		)	23,330			(83,683		)

Cash flows from financing activities:
Payments on long-term debt	(270,000		)	(9		)	—			—			(270,009		)
Borrowing from revolving credit facility	131,000			—			—			—			131,000
Payments on revolving credit facility	(291,000		)	—			—			—			(291,000		)
Deferred loan costs	(399		)	—			—			—			(399		)
Issuances of common stock	293,117			—			—			—			293,117
Contributions from parent	—			—			23,330			(23,330		)	—
Minimum withholding taxes paid on stock awards	(1,281		)	—			—			—			(1,281		)
Excess tax benefits from stock-based compensation	1,125			—			—			—			1,125
Net cash provided/(used) in financing activities	(137,438		)	(9		)	23,330			(23,330		)	(137,447		)

Net increase 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