Guarantor Financial Information

The Company's 5.375% Notes (see Note 6) are guaranteed on an 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 subsidaries that are Credit Agreement Guarantors (other than Darling's foreign subsidaries): 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 Dubuque Inc., Sonac USA LLC and Rousselot Peabody Inc. The Notes 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 Notes 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 September 27, 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 nine months ended September 27, 2014 and September 28, 2013.

Condensed Consolidating Balance Sheet

As of September 27, 2014

(in thousands)



	Issuer		Guarantors		Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	74,454	$	21,080	$	97,893	$	—		$	193,427
Restricted cash	103		—		243		—			346
Accounts receivable	31,753		574,959		310,962		(493,945		)	423,729
Inventories	23,555		97,535		298,992		—			420,082
Income taxes refundable	19,580		—		2,499		—			22,079
Prepaid expenses	13,883		2,636		29,951		—			46,470
Other current assets	3,058		21		214,455		(195,951		)	21,583
Deferred income taxes	13,091		—		2,562		—			15,653
Total current assets	179,477		696,231		957,557		(689,896		)	1,143,369
Investment in subsidiaries	3,729,936		1,082,295		837,605		(5,649,836		)	—
Property, plant and equipment, net	203,862		412,524		1,021,740		—			1,638,126
Intangible assets, net	21,099		318,844		639,838		—			979,781
Goodwill	21,860		594,349		777,080		—			1,393,289
Investment in unconsolidated subsidiaries	—		—		144,503		—			144,503
Other assets	56,400		575,397		569,380		(1,129,007		)	72,170
Deferred taxes	—		—		6,618		—			6,618
	$	4,212,634	$	3,679,640	$	4,954,321	$	(7,468,739	)	$	5,377,856
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	20,017	$	77	$	236,054	$	(195,951	)	$	60,197
Accounts payable	490,708		16,565		120,968		(457,839		)	170,402
Income taxes payable	—		—		10,312		—			10,312
Accrued expenses	85,206		25,807		228,474		(36,108		)	303,379
Total current liabilities	$	595,931	$	42,449	$	595,808	$	(689,898	)	$	544,290
Long-term debt, net of current portion	1,408,556		—		1,943,481		(1,129,007		)	2,223,030
Other noncurrent liabilities	31,477		4,676		54,005		—			90,158
Deferred income taxes	133,396		—		315,552		—			448,948
Total liabilities	2,169,360		47,125		2,908,846		(1,818,905		)	3,306,426
Total stockholders’ equity	2,043,274		3,632,515		2,045,475		(5,649,834		)	2,071,430
	$	4,212,634	$	3,679,640	$	4,954,321	$	(7,468,739	)	$	5,377,856

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 September 27, 2014

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	112,742		$	393,005		$	511,766		$	(61,713	)	$	955,800
Cost and expenses:
Cost of sales and operating expenses	81,985			323,056			381,842			(61,713		)	725,170
Selling, general and administrative expenses	32,520			13,945			64,738			—			111,203
Acquisition and integration costs	1,291			—			900			—			2,191
Depreciation and amortization	7,303			19,693			40,315			—			67,311
Total costs and expenses	123,099			356,694			487,795			(61,713		)	905,875
Operating income	(10,357		)	36,311			23,971			—			49,925

Interest expense	(15,603		)	5,104			(14,675		)	(181		)	(25,355		)
Foreign currency gains/ (losses)	(28		)	(501		)	2,051			—			1,522
Other, net	301			447			1,124			181			2,053
Equity in net income of unconsolidated subsidiaries	—			—			(1,055		)	—			(1,055		)
Earnings in investments in subsidiaries	10,216			—			—			(10,216		)	—
Income/ (loss) before taxes	(15,471		)	41,361			11,416			(10,216		)	27,090
Income taxes (benefit)	(29,789		)	40,290			635			—			11,136
Net income/ (loss) attributable to noncontrolling interests	—			—			(1,636		)	—			(1,636		)
Net income/ (loss) attributable to Darling	$	14,318		$	1,071		$	9,145		$	(10,216	)	$	14,318

Condensed Consolidating Statements of Operations

For the nine months ended September 27, 2014

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	403,829		$	1,178,435		$	1,530,003		$	(218,073	)	$	2,894,194
Cost and expenses:
Cost of sales and operating expenses	291,982			951,648			1,192,558			(218,073		)	2,218,115
Selling, general and administrative expenses	104,980			42,713			180,758			—			328,451
Acquisition and integration costs	18,298			—			4,006			—			22,304
Depreciation and amortization	22,451			58,216			119,811			—			200,478
Total costs and expenses	437,711			1,052,577			1,497,133			(218,073		)	2,769,348
Operating income	(33,882		)	125,858			32,870			—			124,846

Interest expense	(81,338		)	15,659			(44,923		)	(181		)	(110,783		)
Foreign currency gains/ (losses)	(12,256		)	(265		)	240			—			(12,281		)
Other, net	(2,418		)	(123		)	2,388			181			28
Equity in net income of unconsolidated subsidiaries	—			—			6,062			—			6,062
Earnings in investments in subsidiaries	79,265			—			—			(79,265		)	—
Income/ (loss) before taxes	(50,629		)	141,129			(3,363		)	(79,265		)	7,872
Income taxes (benefit)	(44,901		)	54,758			(1,508		)	—			8,349
Net income/ (loss) attributable to noncontrolling interests	—			—			(5,251		)	—			(5,251		)
Net income/ (loss) attributable to Darling	$	(5,728	)	$	86,371		$	(7,106	)	$	(79,265	)	$	(5,728	)

Condensed Consolidating Statements of Operations

For the three months ended September 28, 2013

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	182,331		$	309,529		$	2,293		$	(68,367	)	$	425,786
Cost and expenses:
Cost of sales and operating expenses	140,213			235,902			2,341			(68,367		)	310,089
Selling, general and administrative expenses	23,142			19,438			8			—			42,588
Acquisition costs	8,326			—			—			—			8,326
Depreciation and amortization	6,035			17,091			5			—			23,131
Total costs and expenses	177,716			272,431			2,354			(68,367		)	384,134
Operating income	4,615			37,098			(61		)	—			41,652

Interest expense	(5,309		)	(4		)	—			—			(5,313		)
Other, net	(3,023		)	(239		)	(6		)	—			(3,268		)
Equity in net loss of unconsolidated subsidiaries	—			—			11,953			—			11,953
Earnings in investments in subsidiaries	29,939			—			—			(29,939		)	—
Income/ (loss) before taxes	26,222			36,855			11,886			(29,939		)	45,024
Income taxes	(1,429		)	14,227			4,575			—			17,373
Net income/ (loss)	$	27,651		$	22,628		$	7,311		$	(29,939	)	$	27,651

Condensed Consolidating Statements of Operations

For the nine months ended September 28, 2013

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	503,595		$	938,629		$	8,188		$	(155,611	)	$	1,294,801
Cost and expenses:
Cost of sales and operating expenses	388,463			701,804			8,041			(155,611		)	942,697
Selling, general and administrative expenses	66,984			57,798			61			—			124,843
Acquisition costs	9,157			—			—			—			9,157
Depreciation and amortization	17,990			49,067			17			—			67,074
Total costs and expenses	482,594			808,669			8,119			(155,611		)	1,143,771
Operating income	21,001			129,960			69			—			151,030

Interest expense	(16,596		)	(11		)	—			—			(16,607		)
Other, net	(2,697		)	108			(30		)	—			(2,619		)
Equity in net loss of unconsolidated subsidiaries	—			—			8,796			—			8,796
Earnings in investments in subsidiaries	85,424			—			—			(85,424		)	—
Income/ (loss) before taxes	87,132			130,057			8,835			(85,424		)	140,600
Income taxes	658			50,067			3,401			—			54,126
Net income/ (loss)	$	86,474		$	79,990		$	5,434		$	(85,424	)	$	86,474

Condensed Consolidating Statements of Comprehensive Income/ (Loss)

For the three months ended September 27, 2014

(in thousands)



	Issuer			Guarantors		Non-guarantors			Eliminations			Consolidated
Net income	$	15,954		$	1,071	$	9,145		$	(10,216	)	$	15,954
Other comprehensive income/ (loss), net of tax:
Foreign currency translation	—			—		(71,231		)	—			(71,231		)
Pension adjustments	321			—		—			—			321
Natural gas swap derivative adjustments	(40		)	—		—			—			(40		)
Corn option derivative adjustments	811			—		—			—			811
Total other comprehensive income, net of tax	1,092			—		(71,231		)	—			(70,139		)
Total comprehensive income/ (loss)	$	17,046		$	1,071	$	(62,086	)	$	(10,216	)	$	(54,185	)

Condensed Consolidating Statements of Comprehensive Income/ (Loss)

For the nine months ended September 27, 2014

(in thousands)



	Issuer			Guarantors		Non-guarantors			Eliminations			Consolidated
Net income	$	(477	)	$	86,371	$	(7,106	)	$	(79,265	)	$	(477	)
Other comprehensive income/ (loss), net of tax:
Foreign currency translation	—			—		(57,547		)	—			(57,547		)
Pension adjustments	962			—		—			—			962
Natural gas swap derivative adjustments	(164		)	—		—			—			(164		)
Corn option derivative adjustments	(166		)	—		—			—			(166		)
Total other comprehensive income, net of tax	632			—		(57,547		)	—			(56,915		)
Total comprehensive income/ (loss)	$	155		$	86,371	$	(64,653	)	$	(79,265	)	$	(57,392	)

Condensed Consolidating Statements of Comprehensive Income/ (Loss)

For the three months ended September 28, 2013

(in thousands)



	Issuer		Guarantors		Non-guarantors		Eliminations			Consolidated
Net income	$	27,651	$	22,628	$	7,311	$	(29,939	)	$	27,651
Other comprehensive income/ (loss), net of tax:
Pension adjustments	806		—		—		—			806
Natural gas swap derivative adjustments	49		—		—		—			49
Corn option derivative adjustments	325		—		—		—			325
Total other comprehensive income, net of tax	1,180		—		—		—			1,180
Total comprehensive income/ (loss)	$	28,831	$	22,628	$	7,311	$	(29,939	)	$	28,831

Condensed Consolidating Statements of Comprehensive Income/ (Loss)

For the nine months ended September 28, 2013

(in thousands)



	Issuer			Guarantors		Non-guarantors		Eliminations			Consolidated
Net income	$	86,474		$	79,990	$	5,434	$	(85,424	)	$	86,474
Other comprehensive income/ (loss), net of tax:
Pension adjustments	2,416			—		—		—			2,416
Natural gas swap derivative adjustments	(12		)	—		—		—			(12		)
Corn option derivative adjustments	1,632			—		—		—			1,632
Total other comprehensive income, net of tax	4,036			—		—		—			4,036
Total comprehensive income/ (loss)	$	90,510		$	79,990	$	5,434	$	(85,424	)	$	90,510

Condensed Consolidating Statements of Cash Flows

For the nine months ended September 27, 2014

(in thousands)



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

Net income/ (loss)	$	(477	)	$	86,371		$	(7,106	)	$	(79,265	)	$	(477	)
Earnings in investments in subsidiaries	(79,265		)	—			—			79,265			—
Other operating cash flows	123,484			(11,109		)	67,399			—			179,774
Net cash provided by operating activities	43,742			75,262			60,293			—			179,297

Cash flows from investing activities:
Capital expenditures	(29,915		)	(60,391		)	(63,678		)	—			(153,984		)
Acquisitions	—			(645		)	(2,075,006		)	—			(2,075,651		)
Investment in subsidiaries and affiliates	(1,483,007		)	(1,428,542		)	(440,615		)	3,352,164			—
Note receivable from affiliates	—			(204,074		)	204,074			—			—
Gross proceeds from sale of property, plant and equipment and other assets	1,421			602			787			—			2,810
Proceeds from insurance settlements	1,350			200			—			—			1,550
Payments related to routes and other intangibles	(8,210		)	—			—			—			(8,210		)
Net cash used in investing activities	(1,518,361		)	(1,692,850		)	(2,374,438		)	3,352,164			(2,233,485		)

Cash flows from financing activities:
Proceeds for long-term debt	1,100,000			—			736,917			—			1,836,917
Payments on long-term debt	(256,500		)	(65		)	(54,208		)	—			(310,773		)
Borrowings from revolving facilities	122,445			—			47,698			—			170,143
Payments on revolving facilities	(227,445		)	—			(49,809		)	—			(277,254		)
Net cash overdraft financing	—			—			933			—			933
Deferred loan costs	(41,748		)	—			(3,475		)	—			(45,223		)
Issuances of common stock	417			—			—			—			417
Contributions from parent	—			1,632,616			1,719,548			(3,352,164		)	—
Minimum withholding taxes paid on stock awards	(6,814		)	—			—			—			(6,814		)
Excess tax benefits from stock-based compensation	1,451			—			—			—			1,451
Net cash used in financing activities	691,806			1,632,551			2,397,604			(3,352,164		)	1,369,797

Effect of exchange rate changes on cash and cash equivalents	—			—			6,961			—			6,961

Net increase/ (decrease) in cash and cash equivalents	(782,813		)	14,963			90,420			—			(677,430		)
Cash and cash equivalents at beginning of year	857,267			6,117			7,473			—			870,857
Cash and cash equivalents at end of year	$	74,454		$	21,080		$	97,893		$	—		$	193,427

Condensed Consolidating Statements of Cash Flows

For the nine months ended September 28, 2013

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	86,474		$	79,990		$	5,434		$	(85,424	)	$	86,474
Earnings in investments in subsidiaries	(85,424		)	—			—			85,424			—
Other operating cash flows	115,200			(27,764		)	(5,205		)	—			82,231
Net cash provided by operating activities	116,250			52,226			229			—			168,705

Cash flows from investing activities:
Capital expenditures	(31,572		)	(54,147		)	—			—			(85,719		)
Acquisitions	—			(121,440		)	—			—			(121,440		)
Investment in subsidiaries and affiliates	(166,425		)	—			(44,959		)	166,425			(44,959		)
Gross proceeds from sale of property, plant and equipment and other assets	897			769			—			—			1,666
Proceeds from insurance settlements	1,531			450			—			—			1,981
Payments related to routes and other intangibles	(2,374		)	—			—			—			(2,374		)
Net cash used in investing activities	(197,943		)	(174,368		)	(44,959		)	166,425			(250,845		)

Cash flows from financing activities:
Payments on long-term debt	—			(62		)	—			—			(62		)
Deferred loan costs	(11,138		)	—			—			—			(11,138		)
Issuances of common stock	32			—			—			—			32
Contributions from parent	—			121,440			44,985			(166,425		)	—
Minimum withholding taxes paid on stock awards	(2,649		)	—			—			—			(2,649		)
Excess tax benefits from stock-based compensation	719			—			—			—			719
Net cash used in financing activities	(13,036		)	121,378			44,985			(166,425		)	(13,098		)

Net increase/ (decrease) in cash and cash equivalents	(94,729		)	(764		)	255			—			(95,238		)
Cash and cash equivalents at beginning of year	96,945			5,577			727			—			103,249
Cash and cash equivalents at end of year	$	2,216		$	4,813		$	982		$	—		$	8,011