SecProbe.io

December 4, 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
Response Letter dated October 11, 2013
File No . 001-32316

Dear Mr. Cantwell :

We have reviewed your filing  and response letter and have t he following additional
comment .

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 applies  to your facts and circumstanc es 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 comments.

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

Note (1) Nature of Operations, page 53

Organization and Nature of Operations , page 53

1. We have read your response to prior comment 1, indicating you do not regard the brands
or tiers to be operating segments; you state that “B& G Foods has a centralized
management structure that is based upon functional area and not by brands or by tiers of
brands.”  You explain that although your board of directors and CODM review net sales
and allocated EBITDA by brand and tiers of brands, deci sions about allocating resources
based upon tiers, as occurs for “traditional discretionary advertising and marketing
spending,” are made by others that you do not consider to be part of the CODM function.
You explain that if the three tiers were deemed t o be separate operating segments,
similarity amongst the products would allow for aggregation pursuant to FASB ASC 280 -

Robert C. Cantwell
B&G Foods, Inc.
December 4, 2013
Page 2

 10-50-11.  However, we understand that your tiers are comprised of brands that are
grouped according to profitability or growth potential , and that brands in tier one are
contributing more strongly to profitability or are receiving greater investment due to their
growth potential than brands in tier two, and that a similar comparison would apply for
brands in tier two relative to brands in tier three, which you have described as being
“managed for more modest growth and profitability.”

Although we understand that you do not consider your three tiers to be operating
segments, and you believe this is consistent with the manner by which you vi ew the
CODM function, given the economic distinctions that are prevalent in your grouping of
brands within the tiers, we do not see adequate support for your assertion of economic
similarity.  As you may know, the guidance in FASB ASC 280 -10-50-38 and 40 r equires
revenues to be reported for each product or group of similar products when this
information is not part of the reportable operating segment disclosures.  As we consider
your position on segment reporting, we would like to understand how you would p ropose
to address the revenue -by-product disclosure requirement if more detailed segment
information is not provided.  We note that you have a variety of product types amongst
the brands and therefore expect you have alternatives in grouping products to sa tisfy this
disclosure obligation.  However, given the ongoing emphasis placed in your shareholder
letters on sales and EBITDA by tier, including growth rates of sales amongst the tiers and
some attribution of growth to particular brands within the tiers, i t is unclear whether
reporting sales based on groups of products other than your three tiers would provide
investors comparable insight.  Please submit the revisions that you propose.

On a related point, we note that in discussing sales on pages 34 and 35 of MD&A you
attribute certain amounts to specific brands while also indicating the percentage change in
sales of those particular brands.  However, you have not associated these  brands with any
particular tier or provided an explanation for the change a s you have done in some
shareholder correspondence.  We believe that more comprehensive disclosure is
necessary in MD&A to comply with Item 303 of Regulation S -K.

Please note the interpretive guidance in FRC §501.12.b.1, emphasizing the importance of
providing context or a frame of reference that allows readers to understand the effects of
material changes and events, known material trends and uncertainties, and their relative
importance.  For example, the meaningfulness of reporting changes in sales for i ndividual
brands or tiers would be enhanced by also disclosing total sales of those brands or tiers.
Similarly, note the interpretive guidance in FRC §501.12.b.3, emphasizing the
importance of addressing the indicative value of your reported financial  information in
the course of identifying material trends, demands, commitments, events and
uncertainties.  As explained in this guidance, one of the principle objectives of MD&A is
to provide information about the quality and potential v ariability of earn ings and cash
flows.  For example, it would be helpful to disclose the manner by which product
investments are made for individual brands or tiers based on brand profitability or growth

Robert C. Cantwell
B&G Foods, Inc.
December 4, 2013
Page 3

 prospects and to clarify the relationship with growth in sales.  Tell us how you propose to
address this guidance on MD&A.

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.  Pleas e contact me at (202) 551 -3686 with any other questions.

Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief