Guarantor Financial Information

The Company's 5.375% Notes (see Note 7) are guaranteed on an unsecured basis by Darling'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, TRS, EV Acquisition, Inc., Rousselot Inc., Rousselot Peabody Inc., Rousselot Dubuque Inc. and Sonac USA LLC (collectively, the "Guarantors"). The Guarantors fully and unconditionally guaranteed the 5.375% Notes on a joint and several basis. The following financial statements present condensed consolidating financial data for (i) Darling, the issuer of the 5.375% Notes, (ii) the combined Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the 5.375% 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 28, 2014 and December 28, 2013, 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 28, 2014 and June 29, 2013.

Condensed Consolidating Balance Sheet

As of June 28, 2014

(in thousands)



	Issuer		Guarantors		Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	59,167	$	16,240	$	68,378	$	—		$	143,785
Restricted cash	103		—		247		—			350
Accounts receivable	42,899		589,740		315,487		(480,734		)	467,392
Inventories	20,913		99,072		311,544		—			431,529
Income taxes refundable	23,596		—		2,852		—			26,448
Prepaid expenses	14,551		1,052		10,693		—			26,296
Other current assets	2,052		14		240,168		(209,212		)	33,022
Deferred income taxes	15,300		—		3,655		—			18,955
Total current assets	178,581		706,118		953,024		(689,946		)	1,147,777
Investment in subsidiaries	3,718,984		1,871,439		2,704,580		(8,295,003		)	—
Property, plant and equipment, net	204,130		402,030		1,090,898		—			1,697,058
Intangible assets, net	22,057		326,100		689,322		—			1,037,479
Goodwill	21,860		595,243		825,196		—			1,442,299
Investment in unconsolidated subsidiaries	—		—		147,662		—			147,662
Other assets	58,632		575,436		609,475		(1,167,466		)	76,077
Deferred taxes	—		—		6,443		—			6,443
	$	4,204,244	$	4,476,366	$	7,026,600	$	(10,152,415	)	$	5,554,795
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	20,000	$	85	$	257,743	$	(209,212	)	$	68,616
Accounts payable	475,910		30,772		261,199		(454,710		)	313,171
Income taxes payable	—		—		7,830		—			7,830
Accrued expenses	81,719		20,231		91,626		(26,024		)	167,552
Total current liabilities	$	577,629	$	51,088	$	618,398	$	(689,946	)	$	557,169
Long-term debt, net of current portion	1,432,500		14		2,037,607		(1,167,466		)	2,302,655
Other noncurrent liabilities	35,219		4,676		58,346		—			98,241
Deferred income taxes	133,516		—		339,347		—			472,863
Total liabilities	2,178,864		55,778		3,053,698		(1,857,412		)	3,430,928
Total stockholders’ equity	2,025,380		4,420,588		3,972,902		(8,295,003		)	2,123,867
	$	4,204,244	$	4,476,366	$	7,026,600	$	(10,152,415	)	$	5,554,795

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
Prepaid expenses	9,347		3,794		1,082		—			14,223
Other current assets	31,248		15		1,027		—			32,290
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 Statements of Operations

For the three months ended June 28, 2014

(in thousands)



	Issuer			Guarantors		Non-guarantors			Eliminations			Consolidated
Net sales	$	144,032		$	396,323	$	534,191		$	(67,587	)	$	1,006,959
Cost and expenses:
Cost of sales and operating expenses	99,203			315,584		400,766			(67,587		)	747,966
Selling, general and administrative expenses	34,908			14,892		62,045			—			111,845
Acquisition and integration costs	2,626			—		1,539			—			4,165
Depreciation and amortization	7,630			19,012		40,856			—			67,498
Total costs and expenses	144,367			349,488		505,206			(67,587		)	931,474
Operating income	(335		)	46,835		28,985			—			75,485

Interest expense	(15,434		)	5,330		(16,467		)	—			(26,571		)
Foreign currency gains/ (losses)	—			328		(317		)	—			11
Other, net	(1,266		)	227		152			—			(887		)
Equity in net income of unconsolidated subsidiaries	—			—		2,040			—			2,040
Earnings in investments in subsidiaries	57,688			—		—			(57,688		)	—
Income/ (loss) before taxes	40,653			52,720		14,393			(57,688		)	50,078
Income taxes (benefit)	7,896			2,050		5,557			—			15,503
Net income/ (loss) attributable to noncontrolling interests	—			—		(1,818		)	—			(1,818		)
Net income/ (loss) attributable to Darling	$	32,757		$	50,670	$	7,018		$	(57,688	)	$	32,757

Condensed Consolidating Statements of Operations

For the six months ended June 28, 2014

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	291,087		$	785,430		$	1,018,237		$	(156,360	)	$	1,938,394
Cost and expenses:
Cost of sales and operating expenses	209,997			628,592			810,716			(156,360		)	1,492,945
Selling, general and administrative expenses	72,460			28,768			116,020			—			217,248
Acquisition and integration costs	17,007			—			3,106			—			20,113
Depreciation and amortization	15,148			38,523			79,496			—			133,167
Total costs and expenses	314,612			695,883			1,009,338			(156,360		)	1,863,473
Operating income	(23,525		)	89,547			8,899			—			74,921

Interest expense	(65,735		)	10,555			(30,248		)	—			(85,428		)
Foreign currency gains/ (losses)	(12,228		)	236			(1,811		)	—			(13,803		)
Other, net	(2,719		)	(570		)	1,264			—			(2,025		)
Equity in net income of unconsolidated subsidiaries	—			—			7,117			—			7,117
Earnings in investments in subsidiaries	69,049			—			—			(69,049		)	—
Income/ (loss) before taxes	(35,158		)	99,768			(14,779		)	(69,049		)	(19,218		)
Income taxes (benefit)	(15,112		)	14,468			(2,143		)	—			(2,787		)
Net income/ (loss) attributable to noncontrolling interests	—			—			(3,615		)	—			(3,615		)
Net income/ (loss) attributable to Darling	$	(20,046	)	$	85,300		$	(16,251	)	$	(69,049	)	$	(20,046	)

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 subsidiaries	—			—			(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	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 subsidiaries	—			—			(3,157		)	—			(3,157		)
Earnings in investments in subsidiaries	55,485			—			—			(55,485		)	—
Income/ (loss) before taxes	60,910			93,202			(3,051		)	(55,485		)	95,576
Income taxes	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 Comprehensive Income/ (Loss)

For the three months ended June 28, 2014

(in thousands)



	Issuer			Guarantors		Non-guarantors			Eliminations			Consolidated
Net income	$	34,575		$	50,670	$	7,018		$	(57,688	)	$	34,575
Other comprehensive income/ (loss), net of tax:
Foreign currency translation	—			—		(6,931		)	—			(6,931		)
Pension adjustments	321			—		—			—			321
Natural gas swap derivative adjustments	(11		)	—		—			—			(11		)
Corn option derivative adjustments	621			—		—			—			621
Total other comprehensive income, net of tax	931			—		(6,931		)	—			(6,000		)
Total comprehensive income/ (loss)	$	35,506		$	50,670	$	87		$	(57,688	)	$	28,575

Condensed Consolidating Statements of Comprehensive Income/ (Loss)

For the six months ended June 28, 2014

(in thousands)



	Issuer			Guarantors		Non-guarantors			Eliminations			Consolidated
Net income	$	(16,431	)	$	85,300	$	(16,251	)	$	(69,049	)	$	(16,431	)
Other comprehensive income/ (loss), net of tax:
Foreign currency translation	—			—		13,684			—			13,684
Pension adjustments	641			—		—			—			641
Natural gas swap derivative adjustments	(124		)	—		—			—			(124		)
Corn option derivative adjustments	(977		)	—		—			—			(977		)
Total other comprehensive income, net of tax	(460		)	—		13,684			—			13,224
Total comprehensive income/ (loss)	$	(16,891	)	$	85,300	$	(2,567	)	$	(69,049	)	$	(3,207	)

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, net of tax	2,856			—		—			—			2,856
Total comprehensive income/ (loss)	$	61,679		$	57,362	$	(1,877	)	$	(55,485	)	$	61,679

Condensed Consolidating Statements of Cash Flows

For the six months ended June 28, 2014

(in thousands)



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

Net income/ (loss)	$	(16,431	)	$	85,300		$	(16,251	)	$	(69,049	)	$	(16,431	)
Earnings in investments in subsidiaries	(69,049		)	—			—			69,049			—
Other operating cash flows	81,867			(36,376		)	11,964			—			57,455
Net cash provided by operating activities	(3,613		)	48,924			(4,287		)	—			41,024

Cash flows from investing activities:
Capital expenditures	(22,570		)	(38,730		)	(42,231		)	—			(103,531		)
Acquisitions	—			(645		)	(2,075,006		)	—			(2,075,651		)
Investment in subsidiaries and affiliates	(1,483,007		)	(2,217,686		)	(2,307,591		)	6,008,284			—
Note receivable from affiliates	—			(204,074		)	204,074			—			—
Gross proceeds from sale of property, plant and equipment and other assets	1,041			615			652			—			2,308
Proceeds from insurance settlements	—			—			—			—			—
Payments related to routes and other intangibles	(7,312		)	—			—			—			(7,312		)
Net cash used in investing activities	(1,511,848		)	(2,460,520		)	(4,220,102		)	6,008,284			(2,184,186		)

Cash flows from financing activities:
Proceeds for long-term debt	1,100,000			—			721,196			—			1,821,196
Payments on long-term debt	(252,500		)	(43		)	(34,523		)	—			(287,066		)
Borrowings from revolving facilities	122,445			—			47,698			—			170,143
Payments on revolving facilities	(207,445		)	—			(49,809		)	—			(257,254		)
Net cash overdraft financing	—			—			9,529			—			9,529
Deferred loan costs	(41,390		)	—			(3,475		)	—			(44,865		)
Issuances of common stock	417			—			—			—			417
Contributions from parent	—			2,421,762			3,586,522			(6,008,284		)	—
Minimum withholding taxes paid on stock awards	(5,495		)	—			—			—			(5,495		)
Excess tax benefits from stock-based compensation	1,329			—			—			—			1,329
Net cash used in financing activities	717,361			2,421,719			4,277,138			(6,008,284		)	1,407,934

Effect of exchange rate changes on cash and cash equivalents	—			—			8,156			—			8,156

Net increase/ (decrease) in cash and cash equivalents	(798,100		)	10,123			60,905			—			(727,072		)
Cash and cash equivalents at beginning of year	857,267			6,117			7,473			—			870,857
Cash and cash equivalents at end of year	$	59,167		$	16,240		$	68,378		$	—		$	143,785

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		)
Acquisitions	—			—			—			—			—
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