SecProbe.io

September 5 , 2013

Via E -mail
Robert C. Cantwell
Executive Vice Presi dent of Finance, CFO and Director
B&G Foods,  Inc.
Four Gatehall Drive
Parsippany, New Jersey 07054

Re: B&G Foods, Inc.
Form 10 -K for the Fiscal Year ended December  29, 2012
Filed February 26 , 2013
File No . 001-32316

Dear Mr. Cantwell :

We have reviewed your filing  and have the following comment .  In our comment, we ask
you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment a pplies  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment , we may have  additional c omments.

Form 10 -K for the Fiscal Year ended December 29, 2012

Note (1) Nature of Operations, page 98

Organization and Nature of Business, page 98

1. It appears that you have identified only one operating and reportable segment.  However ,
we note from President and Chief Executive Officer David L. Wenner’s March 22, 2011
letter to stockholders  in your Annual Report that you “formalized [y]our brand
management strategy around a tiered approach to [y]our brands, with each brand falling
into one of three tiers and receiving focus and resources accordingly,” and that “the top
two tiers […] receive the lion’s share of new product and new distribution resources,
while Tier III is managed for more modest growth and profitability.”  We note many
other references to your tiered approach in subsequent letters to stock holders, your July
18, 2013 press release, and your third and fourth quarter 2012 earnings conference call
transcripts , including the questions and answers  period .  Based upon you r tiered

Robert C. Cantwell
B&G Foods, Inc.
September 5 , 2013
Page 2

 approach, it appears  that you m ay have m ore than one operating and reportable segment.
Please explain to us the basis for your segment reporting, including an analysis of your
facts and circumstances and  application of guidance in FASB ASC 280 -10.  As part of
your respon se, please include the following:

 An analysis of your determination of  the Chief Operating Decision Maker
function  within your organization ; identify your CODM or CODM team members
and explaining how their responsibilities correlate  with this function .

 An analysis of your determination of operating and reportable seg ments ,
identifying any operating segment s that have been  aggregate d and, if applicable ,
the analysis you performed in concluding that aggregation is appropriate .

 An analysis of the significant public references to your tiered approach , relative to
your internal organizational structu re and the segment disclosure requirements .

 A copy of the 2012 interim and annual financial information , covering all
business activities and operating results  (e.g., historical financial information,
financial forecasts, presentations, etc.,) , provided or made available to  your
CODM , plus any additional reports upon which your CODM may have relied
upon in making resou rce allocation decisions and assessing performance .

 A copy of all information provided to your board of directors covering business
activities and operating results for 2012 which was not als o provided to your
CODM, and expla nation of  how your identification of operating segments has
properly considered this information in accordance with FASB ASC 280 -10-50-6.

 A description of your perf ormance assessment and budgeting processes, including
the participation and roles of your CODM or CODM team, Mr. Wenner, your
Board of Directors, and your executive vice presidents .

 A summary of the actual resource allocation decisions that were made by your
CODM  or CODM team  as a result of the 2012 interim and annual performance
assess ment and budge ting meetings .

 A detailed organization chart  show ing titles and names of your executives, vice
presidents and others responsible for brand management  within the tiered groups
that were identified, including those who report to y our CODM .

We urge all persons wh o are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing  includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy

Robert C. Cantwell
B&G Foods, Inc.
September 5 , 2013
Page 3

 and adequacy of the disclosures they have made.

 In responding to our comment , please provide  a written stat ement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments  or changes to disclosu re in response to staff comments  do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United State s.

You may contact Michael Fay, Staff Accountant, at (202) 551 -3812 or Kimberly Calder ,
Assistant Chief Accountant, at (202) 551 -3701  if you have questions regarding our comment  and
related matters.  Please contact me at (202) 551 -3686 with any other questions.

Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief