GUARANTOR FINANCIAL INFORMATION

The Company's 5.375% Notes (see Note 10) are guaranteed on an unsecured basis by following Notes Guarantors, each of which is a 100% directly and indirectly owned subsidiary of Darling and which constitute all of Darling's existing restricted subsidiaries that are Credit Agreement Guarantors (other than Darling's foreign 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 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 January 3, 2015 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 years ended January 3, 2015, December 28, 2013 and December 29, 2012.

Condensed Consolidating Balance Sheet

As of January 3, 2015

(in thousands)



	Issuer		Guarantors		Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	10,447	$	14,460	$	83,877	$	—		$	108,784
Restricted cash	103		—		240		—			343
Accounts receivable	30,237		604,486		320,040		(544,984		)	409,779
Inventories	19,762		93,253		288,598		—			401,613
Income taxes refundable	18,647		—		3,493		—			22,140
Prepaid expenses	11,513		1,792		31,324		—			44,629
Other current assets	1,894		14		206,338		(186,922		)	21,324
Deferred income taxes	42,497		—		2,504		—			45,001
Total current assets	135,100		714,005		936,414		(731,906		)	1,053,613
Investment in subsidiaries	3,874,466		1,096,541		837,605		(5,808,612		)	—
Property, plant and equipment, net	205,895		445,301		922,920		—			1,574,116
Intangible assets, net	21,903		366,315		544,195		—			932,413
Goodwill	21,860		549,950		748,609		—			1,320,419
Investment in unconsolidated subsidiaries	—		—		202,712		—			202,712
Other assets	56,404		575,656		538,460		(1,099,511		)	71,009
Deferred income taxes	—		—		16,431		—			16,431
	$	4,315,628	$	3,747,768	$	4,747,346	$	(7,640,029	)	$	5,170,713
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	16,017	$	55	$	225,252	$	(186,923	)	$	54,401
Accounts payable	540,784		11,349		127,994		(511,609		)	168,518
Income taxes payable	—		—		4,363		—			4,363
Accrued expenses	88,840		34,842		165,812		(33,375		)	256,119
Deferred income taxes	—		—		642		—			642
Total current liabilities	645,641		46,246		524,063		(731,907		)	484,043
Long-term debt, net of current portion	1,334,556		—		1,862,994		(1,099,511		)	2,098,039
Other noncurrent liabilities	56,849		1,979		55,872		—			114,700
Deferred income taxes	176,745		—		246,052		—			422,797
Total liabilities	2,213,791		48,225		2,688,981		(1,831,418		)	3,119,579
Total stockholders' equity	2,101,837		3,699,543		2,058,365		(5,808,611		)	2,051,134
	$	4,315,628	$	3,747,768	$	4,747,346	$	(7,640,029	)	$	5,170,713

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 year ended January 3, 2015

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	557,316		$	1,620,054		$	2,063,310		$	(284,237	)	$	3,956,443
Cost and expenses:
Cost of sales and operating expenses	421,883			1,330,038			1,655,487			(284,237		)	3,123,171
Selling, general and administrative expenses	145,258			54,070			175,252			—			374,580
Depreciation and amortization	31,183			83,957			154,377			—			269,517
Acquisition and integration costs	20,410			—			4,257			—			24,667
Total costs and expenses	618,734			1,468,065			1,989,373			(284,237		)	3,791,935
Operating income	(61,418		)	151,989			73,937			—			164,508

Interest expense	(97,912		)	21,231			(58,554		)	(181		)	(135,416		)
Foreign currency gains/(losses)	(12,244		)	(417		)	(887		)	—			(13,548		)
Other income/(expense), net	(3,717		)	(19		)	3,854			181			299
Equity in net income of unconsolidated subsidiary	—			—			65,609			—			65,609
Earnings in investments in subsidiaries	223,790			—			—			(223,790		)	—
Income/(loss) from operations before taxes	48,499			172,784			83,959			(223,790		)	81,452
Income taxes (benefit)	(15,716		)	17,534			11,323			—			13,141
Net (income)/loss attributable to noncontrolling interests	—			—			(4,096		)	—			(4,096		)
Net income/(loss)	$	64,215		$	155,250		$	68,540		$	(223,790	)	$	64,215

Condensed Consolidating Statements of Operations

For the year ended December 28, 2013

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Net sales	$	708,166		$	1,288,824		$	41,196		$	(235,918	)	$	1,802,268
Cost and expenses:
Cost of sales and operating expenses	559,117			988,295			28,325			(235,918		)	1,339,819
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	689,708			1,132,450			46,462			(235,918		)	1,632,702
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 loss 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	$	679,432		$	1,270,978		$	14,874		$	(192,732	)	$	1,772,552
Cost and expenses:
Cost of sales and operating expenses	532,734			949,534			14,191			(192,732		)	1,303,727
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	636,708			1,082,482			14,353			(192,732		)	1,540,811
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 Comprehensive Income/(Loss)

For the year ended January 3, 2015

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Net income	$	68,311		$	155,250		$	68,540		$	(223,790	)	$	68,311
Other comprehensive income/(loss), net of tax:
Foreign currency translation	—			—			(125,884		)	—			(125,884		)
Pension adjustments	(11,844		)	(34		)	(8,503		)	—			(20,381		)
Natural gas swap derivative adjustments	(113		)	—			—			—			(113		)
Corn option derivative adjustments	(1,259		)	—			—			—			(1,259		)
Total other comprehensive income, net of tax	(13,216		)	(34		)	(134,387		)	—			(147,637		)
Total comprehensive income/(loss)	55,095			155,216			(65,847		)	(223,790		)	(79,326		)
Comprehensive income attributable to noncontrolling interests	—			—			6,200			—			$	6,200
Comprehensive income/(loss) attributable to Darling	$	55,095		$	155,216		$	(59,647	)	$	(223,790	)	$	(73,126	)

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 Cash Flows

For the year ended January 3, 2015

(in thousands)



	Issuer			Guarantors			Non-guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	68,311		$	155,250		$	68,540		$	(223,790	)	$	68,311
Earnings in investments in subsidiaries	(223,790		)	—			—			223,790			—
Other operating cash flows	226,120			(34,238		)	14,979			—			206,861
Net cash provided/(used) by operating activities	70,641			121,012			83,519			—			275,172

Cash flows from investing activities:
Capital expenditures	(39,248		)	(84,299		)	(105,371		)	—			(228,918		)
Acquisitions, net of cash acquired	—			(19,394		)	(2,075,006		)	—			(2,094,400		)
Investment in subsidiaries and affiliates	(1,483,007		)	(1,442,788		)	(440,619		)	3,366,414			—
Note receivable from affiliates	—			(204,074		)	204,074			—			—
Gross proceeds from sale of property, plant and equipment and other assets	1,522			5,155			2,585			—			9,262
Proceeds from insurance settlements	1,350			200			—			—			1,550
Payments related to routes and other intangibles	(9,640		)	—			(1,648		)	—			(11,288		)
Net cash provide/(used) in investing activities	(1,529,023		)	(1,745,200		)	(2,415,985		)	3,366,414			(2,323,794		)

Cash flows from financing activities:
Proceeds from long-term debt	1,100,000			—			742,184			—			1,842,184
Payments on long-term debt	(264,500		)	(87		)	(69,175		)	—			(333,762		)
Borrowings from revolving credit facility	122,445			—			47,698			—			170,143
Payments on revolving credit facility	(297,445		)	—			(54,144		)	—			(351,589		)
Net overdraft financing	—			—			4,077			—			4,077
Borrowings from affiliates	—			—			—			—			—
Deferred loan costs	(41,748		)	—			(3,475		)	—			(45,223		)
Issuance of common stock	416			—			—			—			416
Contributions from parent	—			1,632,618			1,733,796			(3,366,414		)	—
Minimum withholding taxes paid on stock awards	(10,026		)	—			—			—			(10,026		)
Excess tax benefits from stock-based compensation	2,420			—			—			—			2,420
Addition of noncontrolling interest	—			—			1,201			—			1,201
Distributions to noncontrolling interests	—			—			(4,272		)	—			(4,272		)
Net cash provided/(used) in financing activities	611,562			1,632,531			2,397,890			(3,366,414		)	1,275,569

Effect of exchange rate changes on cash and cash equivalent	—			—			10,980			—			10,980
Net increase/(decrease) in cash and cash equivalents	(846,820		)	8,343			76,404			—			(762,073		)
Cash and cash equivalents at beginning of year	857,267			6,117			7,473			—			870,857
Cash and cash equivalents at end of year	$	10,447		$	14,460		$	83,877		$	—		$	108,784

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/(loss)	$	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 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 provided/(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		)
Issuances 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 equivalents	—			—			(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/(loss)	$	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/(used) 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