INCOME TAXES

During fiscal 2017 the Company recorded an income tax benefit of $69.2 million, which included a tax benefit of $88.9 million due to tax law changes enacted in December 2017 in several of the Company’s major tax jurisdictions.

On December 22, 2017, U.S. tax reform was signed into law. The Tax Act significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21%, eliminating certain deductions, enhancing the option for claiming accelerated depreciation deductions through 2026, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries (also referred to as the toll charge or transition tax), and changing how foreign earnings are subject to U.S. tax. ASC 740, Accounting for Income Taxes, requires companies to recognize the effects of changes in tax laws and tax rates on deferred tax assets and liabilities in the period in which the new legislation is enacted. Due to the timing of the Tax Act and the substantial changes it brings, the Securities and Exchange Commission (“SEC”) staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), which provides registrants a measurement period to report the impact of the new U.S. tax law. During the measurement period, provisional amounts for the effects of the tax law are recorded to the extent a reasonable estimate can be made. To the extent that all information necessary is not available, prepared or analyzed, companies may recognize provisional estimated amounts for a period of up to one year following enactment of the Tax Act.

The effects of the Tax Act on Darling include two major categories: (i) mandatory deemed repatriation, and (ii) remeasurement of deferred taxes. As described further below, we recorded a net tax benefit of $75.0 million for the impact of the Tax Act in the year ended December 30, 2017. As the Company does not have all the necessary information to analyze all income tax effects of the Act, this is a provisional amount which the Company believes represents a reasonable estimate of the accounting implications of this tax reform. The Company will continue to evaluate the Act and adjust the provisional amounts as additional information is obtained and analyzed. The ultimate impact of tax reform may differ from the Company's provisional amounts due to changes in the Company's interpretations and assumptions, as well as additional regulatory guidance that may be issued.

The Company expects to complete its detailed analysis no later than the fourth quarter of 2018. Below is a brief description of the two categories of effects from U.S. tax reform and its impact on the Company:

(i) Mandatory deemed repatriation - under the Tax Act, a company’s accumulated foreign earnings are deemed to be repatriated into the U.S. The Company recorded a provisional estimate of federal and state tax related to deemed repatriation in the amount of approximately $26.2 million. However, the Company had an existing U.S. deferred tax liability associated with foreign earnings that were not permanently reinvested outside the U.S. in the amount of $38.3 million. It is now expected that these foreign earnings can be repatriated to the U.S. without any additional U.S. tax above the amount accrued related to the mandatory deemed repatriation. Accordingly, the Company released the entire $38.3 million liability. This $38.3 million release combined with the $26.2 million amount related the mandatory deemed repatriation resulted in the Company recognizing a net provisional tax benefit of $12.1 million for this item. No material cash impact is expected from the deemed repatriation due to existing tax loss carryforwards.

(ii) Remeasurement of deferred taxes - under the Tax Act, the U.S. corporate income tax rate was reduced from 35% to 21%. Accordingly, Darling remeasured the Company's net U.S. deferred tax liability as of December 30, 2017 using the new 21% federal rate, which resulted in a provisional tax benefit of $62.9 million. The Company has significant net operating loss carryforwards to offset the mandatory one-time repatriation; therefore, the Company reduced its deferred tax asset related to its net operating loss carryforwards rather than incurring a toll charge liability for which a cash payment would otherwise be required.

These provisional amounts for the mandatory repatriation and its impact on the Company’s deferred taxes represent reasonable estimates, which required significant effort to determine based on numerous assumptions with respect to analyzing the Company’s post-1986 accumulated untaxed foreign earnings including historical practices, judgments made in the interpretation of the provisions in the Tax Act and estimates used in the calculations. The Company considers it likely that the U.S. Treasury Department, the IRS and other standard-setting bodies will issue technical guidance on how provisions of the Tax Act will be applied or otherwise administered, which may be different from the Company’s interpretation.

Also, in December 2017, Belgium and France enacted tax law changes resulting in a tax benefit of approximately $13.9 million. This amount is comprised of a benefit of approximately $4.4 million from the re-measurement of net deferred tax liabilities due to a reduction in the corporate tax rate in each country. Additionally, Belgium enacted a new provision increasing its participation exemption to 100%, which generally allows tax-free dividends to be received from subsidiaries resulting in a tax benefit of approximately $9.6 million.

U.S. and foreign income from operations before income taxes are as follows (in thousands):



	December 30, 2017		December 31, 2016		January 2, 2016
United States	$	179	$	48,869	$	50,473
Foreign	64,021		73,670		48,307
Income from operations before income taxes	$	64,200	$	122,539	$	98,780

Income tax expense attributable to income from continuing operations before income taxes consists of the following (in thousands):



	December 30, 2017			December 31, 2016			January 2, 2016
Current:
Federal	$	274		$	65		$	(21,775	)
State	(80		)	(332		)	411
Foreign	31,256			27,992			29,871
Total current	31,450			27,725			8,507
Deferred:
Federal	(76,056		)	(8,056		)	13,057
State	622			(649		)	(1,521		)
Foreign	(25,170		)	(3,705		)	(6,542		)
Total deferred	(100,604		)	(12,410		)	4,994
	$	(69,154	)	$	15,315		$	13,501

Income tax expense for the years ended December 30, 2017, December 31, 2016 and January 2, 2016, differed from the amount computed by applying the statutory U.S. federal income tax rate to income from continuing operations before income taxes as a result of the following (in thousands):



	December 30, 2017			December 31, 2016			January 2, 2016
Computed "expected" tax expense	$	22,470		$	42,888		$	34,573
Change in valuation allowance	1,609			1,039			4,421
Deferred tax on unremitted foreign earnings	641			2,546			4,848
Sub-Part F income	6,284			6,159			4,923
Foreign rate differential	(8,292		)	(9,982		)	(5,653		)
Biofuel tax incentives	—			(28,435		)	(28,143		)
Change in tax law
One-time U.S. transition tax	26,243			—			—
Deferred tax effects	(115,169		)	2,169			—
Other, net	(2,940		)	(1,069		)	(1,468		)
	$	(69,154	)	$	15,315		$	13,501

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 30, 2017 and December 31, 2016 are presented below (in thousands):



	December 30, 2017			December 31, 2016
Deferred tax assets:
Loss contingency reserves	$	8,546		$	11,998
Employee benefits	8,471			9,586
Pension liability	12,224			18,200
Intangible assets amortization, including taxable goodwill	1,475			2,317
Net operating losses	89,660			119,602
Tax credits	7,057			3,473
Inventory	6,295			8,523
Accrued liabilities and other	13,764			13,340
Total gross deferred tax assets	147,492			187,039
Less valuation allowance	(24,530		)	(20,150		)
Net deferred tax assets	122,962			166,889

Deferred tax liabilities:
Intangible assets amortization, including taxable goodwill	(170,294		)	(189,233		)
Property, plant and equipment depreciation	(166,217		)	(207,729		)
Investment in DGD Joint Venture	(29,516		)	(47,607		)
Tax on unremitted foreign earnings	(8,045		)	(49,196		)
Other	(1,555		)	(4,268		)
Total gross deferred tax liabilities	(375,627		)	(498,033		)
Net deferred tax liability	$	(252,665	)	$	(331,144	)

Amounts reported on Consolidated Balance Sheets:
Non-current deferred tax asset	$	14,043		$	14,990
Non-current deferred tax liability	(266,708		)	(346,134		)
Net deferred tax liability	$	(252,665	)	$	(331,144	)

At December 30, 2017, the Company had net operating loss carryforwards for federal income tax purposes of approximately $138.2 million, which begin to expire in 2020 through 2036. As a result of the change in ownership which occurred pursuant to the May 2002 recapitalization, utilization of approximately $2.1 million of the federal net operating loss carryforwards is limited to approximately $0.7 million per year for the remaining life of the net operating losses. The Company had approximately $203.9 million of net operating loss carryforwards for state income tax purposes, which expire in 2019 through 2036. The Company had foreign net operating loss carryforwards of about $192.0 million, $102.7 million of which expire in 2018 through 2037 and $89.3 million of which can be carried forward indefinitely. Also at December 30, 2017, the Company had U.S. federal and state tax credit carryforwards of approximately $1.4 million, and tax credit carryforwards with respect to its foreign tax jurisdictions of approximately $5.6 million. As of December 30, 2017, the Company had a valuation allowance of $2.8 million due to uncertainties in respect to its ability to utilize its U.S. (federal and state) net operating loss and tax credit carryforwards before they expire. The Company also had a valuation allowance of $21.7 million due to uncertainties in its ability to utilize foreign net operating loss carryforwards, tax credit carryforwards and other foreign deferred tax assets.

At December 30, 2017, the Company had unrecognized tax benefits of approximately $2.4 million. During fiscal 2017, the Company entered into a settlement agreement with the Darling Ingredients International business seller in which an indemnity receivable of $3.0 million was collected and the Company generally accepted responsibility for any remaining tax liabilities in pre-acquisition tax years. All of the unrecognized tax benefits would favorably impact the Company's effective tax rate if recognized. The Company believes it is reasonably possible that unrecognized tax benefits could change by $2.0 million in the next twelve months. The possible change in unrecognized tax benefits relates to the expiration of certain statutes of limitation and the possible settlement of an ongoing income tax audit. The Company recognizes accrued interest and penalties, as appropriate, related to unrecognized tax benefits as a component of income tax expense. As of December 30, 2017, interest and penalties related to unrecognized tax benefits were $1.3 million.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):



	December 30, 2017			December 31, 2016
Balance at beginning of Year	$	4,667		$	5,604
Change in tax positions related to current year	290			—
Change in tax positions related to prior years	(198		)	99
Change in tax positions due to settlement with tax authorities	(1,949		)	—
Expiration of the Statute of Limitations	(426		)	(1,036		)
Balance at end of year	$	2,384		$	4,667

In fiscal 2017, the Company's major taxing jurisdictions are U.S. (federal and state), Belgium, Brazil, Canada, China, France, Germany and the Netherlands. The Company is subject to regular examination by various tax authorities. Although the final outcome of these examinations is not yet determinable, the Company does not anticipate that any of the examinations will have a significant impact on the Company's results of operations or financial position. The statute of limitations for the Company's major jurisdictions is open for varying periods, but is generally closed through the 2010 tax year.

Many of the Company's operations are conducted outside the United States. As a result of the Tax Act and the mandatory repatriation, the Company expects to have access to its offshore earnings with minimal to no additional U.S. tax impact. Therefore, the Company will no longer consider these earnings to be permanently reinvested offshore. As of December 30, 2017, a deferred tax liability of approximately $8.0 million has been recorded for any incremental taxes, including foreign withholding taxes, that are estimated to be incurred when those earnings are distributed to the U.S. in future years.