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VIA EDGAR AND FEDEX

July 7, 2017

Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, DC 20549

Attn:                    Karl Hiller

Branch Chief

Re:                             B&G Foods, Inc.

Form 10-K for the Fiscal Year ended December 31, 2016

Filed March 1, 2017

File No. 001-32316

Ladies and Gentlemen:

This letter is submitted on behalf of B&G Foods, Inc. (the “Company” or “our company”), in response to the comments that you have provided on behalf of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in your letter dated May 31, 2017 (the “Comment Letter”).

We appreciate the Staff granting our request to extend the Company’s deadline to respond to the Comment Letter to July 7, 2017.  We have reviewed your comments carefully and set forth our response below.  For your convenience, we have included above our response a copy in italics of the comment to which we are responding.

Comment and Response:

Form 10-K for the Fiscal Year ended December 31, 2016

Management’s Discussion and Analysis

Critical Accounting Policies; Use of Estimates, page 33

1.                                      We note you have identified various policies that you consider to be critical to your financial position and results of operations and that require the application of significant judgment or estimates by management. However, it does not appear that you have fully addressed the significant assumptions or estimates or included information incremental to the corresponding accounting policies in the notes to your financial statements.

Please expand your disclosure under this heading to identify and discuss, where disclosure is deficient, the assumptions and estimates used and address any material implications of the

Quality Foods Since 1889

Securities and Exchange Commission

July 7, 2017

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uncertainties associated with the methods, assumptions and estimates underlying your critical accounting measurements.

This disclosure should provide greater insight into the quality and variability of information regarding your financial condition and operating performance. For example, you may discuss the extent to which your estimates and assumptions have been accurate or have changed in the past, and the extent to which these are reasonably likely to change in the future. Refer to the guidance in Item 303(a)(1) and (3)(ii) of Regulation S-K, Instructions 2 and 3 to paragraph 303(a), and Section V of SEC Release No. 33-8350.

We respectfully acknowledge the Staff’s comment and propose updating our disclosure prospectively, beginning with our Form 10-K for the Fiscal Year ended December 30, 2017.  The updated disclosure is expected to be in the form attached as Appendix A, which is marked to show changes against the disclosure in our Form 10-K for the Fiscal Year ended December 31, 2016.

Results of Operations, page 37

2.                                      Referencing your 2016 earnings call transcript, we note that you launched a number of new innovative products in 2016, and expect to have additional new products in 2017. Please expand your discussion to describe the new products launched and their impacts on your results of operations, including the extent of product development costs incurred and the line items affected, or to clarify if the effects have not been material.

Additionally, describe the new products you plan to launch in fiscal 2017 and any known trends or uncertainties that are reasonably likely to have a material impact on your future results of operations. Refer to the guidance in Item 303(a)(3) of Regulation S-K, Instructions 3 and 4 to paragraph 303(a), and Section III of SEC Release No. 33-8350.

We respectfully acknowledge the Staff’s comment.  We added limited information regarding the new Green Giant innovation products in the Results of Operations section of Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in our Form 10-Q for the Quarter ended April 1, 2017 by noting that “forecasted distribution losses for some core Green Giant products [were] partially offset by net sales of new Green Giant innovation products.”  To the extent material, we plan to include additional information about new products we have launched or plan to launch and any known trends or uncertainties that are reasonably likely to have a material impact on our future results of operations, including net sales information for new products and product development costs, in future Form 10-Q and 10-K filings.  To date, product development costs relating to the new products launched in 2016 and 2017 have not been and are not expected to be material.

Securities and Exchange Commission

July 7, 2017

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Financial Statements

Note 1 — Nature of Operations, page 60

Organization and Nature of Operations, page 60.

3.                                      We note that you continue to disclose just one reportable segment, although you have completed several recent business acquisitions that have expanded your operations, most notably in the frozen food market with the acquisition of Green Giant in November 2015. Please explain how the recent acquisitions have been integrated with or changed your operating segments, and were considered in your aggregation of operating segments into a single reportable segment. Please compare and contrast your operating segments relative to the nature of products sold and their economic characteristics including historical and projected measures of operating segment profitability, and relative to the criteria listed in FASB ASC 280-10-50-11a to e.

For example, explain how those matters identified in your disclosure on page 5 stating that due to different demands of distribution for frozen and shelf-stable products, you maintain separate distribution systems, and your disclosure on page 41 stating that your increase in gross profit percentage was primarily driven by the acquisition of Green Giant, were considered in your analysis.

Having reviewed the referenced filings in light of the Staff’s comment, we continue to believe that our company’s filings comply with applicable disclosure requirements regarding segment reporting, including FASB ASC 280-10.  More specifically, as explained below, we have concluded that our company operates as one operating segment that engages in the manufacturing, marketing, selling and distributing of food and household products,(1)  and we do not believe that our most recent acquisitions, including our acquisition of the Green Giant brand, change that conclusion.

B&G Foods is managed by our president and chief executive officer, Mr. Robert C. Cantwell, and a team executive officers that currently includes our:  (1) interim chief financial officer, (2) executive vice president of sales and marketing, (3) executive vice president of operations, (4) executive vice president of quality assurance and research & development, (5) executive vice president, general counsel, secretary and chief compliance officer, and (6) executive vice president of human resources and chief human resources officer.  Each executive officer reports directly to Mr. Cantwell.

We consider our president and chief executive officer to be our chief operating decision maker (“CODM”) because Mr. Cantwell has ultimate responsibility for performance assessment and

(1)         We believe that our household brand is included within our single operating segment for the same reason our food brands are included within that single operating segment.  In addition, even if our household brand was deemed to be a separate operating segment from our food products, we do not believe that our household brand would qualify as a reportable segment.  The consolidated net sales and consolidated assets of our household brand are far below the quantitative thresholds set forth in ASC-280-10-50-12 and management does not believe that separate information about our company’s household brand would be useful to readers of our financial statements.  Moreover, even if the household brand did meet the quantitative thresholds set forth in ASC-280-10-50-12, we believe that the household brand would qualify for aggregation with our food products in accordance with the aggregation criteria set forth in ASC-280-10-50-11.

Securities and Exchange Commission

July 7, 2017

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resource allocation.  Although we do have a team of executive officers that provides counsel to our CODM, it is Mr. Cantwell who is responsible for allocating resources and assessing the performance of our business.

In reaching our conclusion that we have one operating segment, we considered, among other things, ASC 280-10-50-1 and ASC 280-10-50-6 through ASC 280-10-50-8.

ASC 280-50-10-1 states that, “[a]n operating segment is a component of a public entity that has all of the following characteristics:

a.                   It engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity).

b.                   Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance.

c.                    Its discrete financial information is available.”

Our company has over 50 brands with a variety of products sold under each brand.  Each of our brands, with the exception of Green Giant, offers only shelf-stable products.  Our Green Giant brand, which we acquired in November 2015, offers both shelf-stable products, which comprise approximately 40% of the brand’s total net sales, and frozen products, which comprise approximately 60% of the brand’s total net sales.  Green Giant, whose net sales comprise approximately 35% of our company’s total net sales, is our largest brand.  For the reasons stated below, we have determined that the Green Giant brand, our other recently acquired brands and our frozen food products are properly included with the rest of our business in one operating segment as they do not meet the second and third criteria under ASC 280-50-10-1.

Resources are Primarily Allocated on a Company-wide Basis.  In order to assess our financial performance our CODM establishes adjusted EBITDA targets for our company in its entirety and not by customer, geography, brand, group of brands or category of brands (i.e., shelf-stable or frozen).  Likewise, financial performance is primarily measured by our company’s results as a whole.  Although our board of directors and CODM do review a variety of information, including net sales and allocated EBITDA by brand and, in some cases, group of brands, with limited exceptions (as noted below) neither our board of directors nor our CODM makes resource allocation decisions by brand, group of brands or category of brands.  For example, allocation decisions with respect to corporate overhead, capital spending and trade spending are made without reference to brand, group of brands or category of brands.  Trade spending decisions (our most significant resource allocation excluding acquisitions) are made on a customer by customer and sku by sku basis in response to competitive market forces and are not made on a brand, group of brand or category of brand basis.  Our CODM receives complete financial information with respect to balance sheet, profitability and cash flows only at the consolidated level.  Cash, debt and financing decisions are controlled centrally and final decisions regarding the allocation of resources are made by the CODM on a consolidated basis and on a project by project basis, based upon the economics of each project and the need for his approval based upon company policy.  Subject to post-acquisition increases to support acquired brands, capital spending remains generally consistent from year to year.  It is not allocated on a brand, group of brands or category

Securities and Exchange Commission

July 7, 2017

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of brands basis and is instead allocated by facility and most pressing needs, including new product innovation.  And because, with the exception of marketing personnel, our senior personnel are not organized by brand, group of brands or category of brands, resources for corporate overhead are not allocated based upon brand, group of brands or category of brands.  Requests for additional staffing are submitted to and approved by our CODM by functional area and, except for marketing personnel, not by brand, group of brands or category of brands.  The only resources that are allocated based upon brands, groups of brands or categories of brands are traditional discretionary advertising and marketing spending (which excludes trade spending).  Discretionary advertising and marketing spending constitutes only a minor portion of the consolidated resources we deploy to support our business.  For example, our discretionary advertising and marketing spending constitutes only a small percentage of our overall trade and consumer marketing spending.  Trade spending represented approximately 75% of our total trade and consumer marketing spending for 2016.  And, as noted above, trade spending decisions are made on a customer by customer basis and sku by sku basis in response to competitive market forces and are not made on a brand, group of brands or category of brands basis.

Discrete Financial Information as to Expenses is not Available by Brand, Group of Brands or Category of Brands.  Although our CODM and board of directors do receive certain reports that show adjusted EBITDA and expense items for individual brands and, in some cases, groups of brands, these amounts are comprised of numerous corporate allocations based upon various subjective assumptions and do not accurately reflect what those adjusted EBITDA or expense items would be if the brands, group of brands or category of brands were in fact operated by our company as separate segments.  For example, most of our manufacturing facilities produce products for more than one brand and most of our distribution centers warehouse and distribute products for more than one brand, and as a result, manufacturing, labor and overhead; delivery; and warehouse amounts shown in internal reports are allocations that do not reflect specific costs attributable to particular brands, group of brands or category of brands.  As a result, our CODM does not use the allocated adjusted EBITDA or allocated expense information to make resource allocation decisions.

Our  Company  does  not  have  Individual  Managers  Responsible  for  EBITDA,  Profitability  or  Cash  Flows  by  Particular  Brand,  Group  of  Brands  or  Category  of  Brands.   ASC  280-10-50-6  states,  in  relevant  part,  that  “a  public  entity  may  produce  reports  in  which  its  business  activities  are  presented  in  a  variety  of  different  ways.  If  the  chief  operating  decision  maker  uses  more  than  one  set  of  segment  information,  other  factors  may  identify  a  single  set  of  components  as  constituting  a  public  entity’s  operating  segments,  including  the  nature  of  the  business  activities  of  each  component,  the  existence  of  managers  responsible  for  them,  and  information  presented  to  the  board  of  directors.”  And  ASC  280-10-50-7  states,  in  relevant  part,  that  “[g]enerally  an  operating  segment  has  a  segment  manager  who  is  directly  accountable  to  and  maintains  regular  contact  with  the  chief  operating  decision  maker  to  discuss  operating  activities,  financial  results,  forecasts  or  plans  for  the  segment  .  .  .”  Although  we  do  have  vice  presidents  of  marketing  who  manage  individual  brands  or  groups  of  brands,  we  do  not  have  man