SecProbe.io

CORRESP
 1
 filename1.htm

 B&G
 Foods, Inc.

 Four
Gatehall Drive

 Parsippany,
NJ 07054

 Tel:
   (973) 401-6500

 Fax:
   (973) 630-6550

 Via Edgar

 August 14, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re: B&G Foods, Inc.

 Registration Statement on Form S-3

 Registration No.: 333-289226

 Ladies and Gentlemen:

 Pursuant to Rules 460 and 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, the undersigned registrant hereby respectfully requests that the effectiveness of the above-referenced
Registration Statement be accelerated so that it will become effective as of 5:00 p.m., Eastern Time, on Monday, August 18, 2025, or as
soon thereafter as practicable.

 Thank you for your attention to the foregoing.

 Very truly yours,

 B&G Foods, Inc.

 /s/ Scott E. Lerner

 Scott E. Lerner

 Executive Vice President, General Counsel, Secretary and Chief Compliance
Officer

August 7, 2025
Scott Lerner
General Counsel
B&G Foods, Inc.
Four Gatehall Drive
Parsippany, NJ 07054
Re:B&G Foods, Inc.
Registration Statement on Form S-3
Filed on August 4, 2025
File No. 333-289226
Dear Scott Lerner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 29, 2025

Bruce Wacha
Chief Financial Officer
B&G Foods, Inc.
Four Gatehall Drive
Parsippany, New Jersey 07054

 Re: B&G Foods, Inc.
 Form 10-K for the Year Ended December 28, 2024
 Filed February 25, 2025
 File No. 001-32316
Dear Bruce Wacha:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 B&G Foods, Inc.
 Four Gatehall Drive
 Parsippany, NJ 07054
 Tel: (973) 401-6500
 Fax: (973) 630-6550

 Via Edgar

 July 23, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F. Street, N.E.

 Washington, DC 20549

 Attn: 
 Mr. Ernest Greene, Senior Accountant

 Ms. Anne McConnell, Senior Accountant

 Re: 
 B&G Foods, Inc.

 Form 10-K for the Year Ended December 28, 2024

 Filed February 25, 2025

 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 U.S. Securities and Exchange Commission (the " SEC ")
in your letter dated July 9, 2025 (the " Comment Letter ").

 We have reviewed your comments carefully and set forth our responses
below. For your convenience, we have included above each response a copy in italics of the comment to which we are responding.

 Comments and Responses :

 Form 10-K for the Year Ended December 28, 2024

 Management's Discussion and Analysis of Financial Condition and
Results of Operations

 Critical Accounting Policies; Use of Estimates

 Goodwill and Other Intangible Assets, page 37

 1. We have read your response to prior comment one. We note you plan to disclose the range of calculated fair values over book values
for your indefinite-lived intangible assets and identify and disclose brands you consider at higher risk of impairment. For brands you
consider to be at higher risk of impairment, please confirm you will also disclose and discuss the key assumptions used to estimate their
fair values and the potential events or circumstances that could reasonable be expected to negatively those key assumptions.

 Response : We confirm that in future filings for brands
that we consider to be at higher risk of impairment, we will also disclose and discuss the key assumptions used to estimate their fair
values and the potential events or circumstances that could reasonably be expected to negatively impact those key assumptions.

 Quality Foods Since
1889

 Securities and Exchange Commission

 July 23, 2025

 Page 2

 2. We have read your response to prior comment five. Given the materiality of goodwill and intangible assets to your total assets
and equity and your disclosure that sales strategies and promotional marketing spending are centered on individual brands, we continue
to believe that disclosing net sales by material brand is meaningful and useful. We note your disclosures on page 38 of the book
values of indefinite-lived trademarks for each brand whose net sales equaled or exceeded 3% of fiscal 2024 and fiscal 2023 net sales and
for "all other brands" in aggregate; however, without also disclosing net sales by material brand, it is not clear to us how
an investor would be able to assess the potential exposure and impairment risk related to these assets. Please provide such disclosures
in MD&A in future filings.

 Response : We agree with the Staff's suggestion
that disclosing net sales by brand would enhance the meaningfulness of our current practice of reporting in MD&A the book values of
indefinite-lived trademarks for each brand whose net sales equaled or exceeded 3% of our net sales. Accordingly, we plan to include in
MD&A in future filings disclosures of net sales by brand for each brand whose net sales equaled or exceeded 3% of our net sales. These
disclosures will be similar to the individual brand net sales disclosures that had previously appeared in our financial statement footnotes
prior to our transition to four reportable segments.

 Consolidated Financial Statements

 (3) Acquisitions and Divestitures

 Divestiture of Green Giant U.S. Shelf-Stable Product Line, page 69

 3 . We have read your response to prior comment two. Please address the following:

 · Revise future filings to clarify how trademarks were allocated to assets
held for sale; and

 Response : We confirm that we will revise future filings
to clarify how trademarks were allocated to assets held for sale.

 · You state immediately prior to the sale, the realizable value of inventory
exceeded the cost, as the inventory remained saleable in the ordinary course of business; however, after the broader group of assets was
characterized as assets held for sale, the inventory lost its individual character and its impairment was recorded as part of an impairment
of the group of assets held for sale. More fully explain to us what "the inventory lost its individual character" means and
address why the inventory would not remain saleable at realizable value after the transfer to assets held for sale. Also, explain how
you considered the guidance in ASC 420-10-S99-3 in recording the related loss.

 Response : In connection with the sale of the Green
Giant U.S. shelf-stable product line, our company classified the related assets as held for sale in accordance with ASC 360-10-45-9.
Consistent with the prescribed ordering of impairment testing for assets held for sale, we first evaluated assets outside the scope of
ASC 360, including inventory under ASC 330, and concluded that no impairment was required under ASC 330, as the realizable value of the
inventory exceeded its carrying amount. Upon this classification, we evaluated the disposal group as a single unit of account for impairment
purposes, consistent with the guidance in ASC 360-10-35-38 through 35-43. As a result, we determined that the individual assets within
the disposal group, including inventory, no longer represent separate units of account for measurement purposes. The disposal group was
assessed as a whole, and the impairment was measured by comparing the carrying amount of the group to its fair value less costs to sell.

 Securities and Exchange Commission

 July 23, 2025

 Page 3

 When we stated that the "inventory lost its individual
character," we meant that the inventory was no longer evaluated for impairment on a standalone basis under ASC 330 but instead became
part of the disposal group subject to ASC 360. Although the inventory remained saleable in the ordinary course of business, the fair value
of the entire disposal group less the costs to sell the disposal group was below the carrying amount of the disposal group, and the resulting
impairment was allocated to the disposal group as a whole in accordance with ASC 360-10-35-41.

 This approach is consistent with the interpretive guidance
discussed in the Staff speech by Adam Brown at the 2008 AICPA National Conference on Current SEC and PCAOB Developments. In that speech,
Mr. Brown stated that there are two acceptable views under Statement 144 (now codified in ASC 360), one of which permits the redefinition
of the unit of account to the disposal group level, thereby allowing impairment to be allocated across all assets in the group, including
inventory and receivables. We followed this view because the impairment recognized exceeded the carrying amount of the long-lived assets
in the disposal group. Had we followed the alternative view described in the speech and limited the impairment to the carrying amount
of the long-lived assets, the impairment loss would have been smaller, and the remaining loss would have been recognized as part of the
loss on disposal at the time of sale. We believe our approach better reflects the substance of the transaction and provides more timely
recognition of the economic loss.

 We also considered the guidance in ASC 420-10-S99-3, which
addresses the recognition of losses related to exit or disposal activities. We concluded that this guidance was not applicable to our
fact pattern, as ASC 420-10-S99-3 relates specifically to inventory markdowns, whereas the loss we recognized was a write-down of a disposal
group under ASC 360. The impairment was not the result of inventory markdowns relating to a plan to exit a business activity, but rather
a single strategic disposal transaction of a non-core product line.

 Consistent with ASC 360-10-45-4 and 45-5, the impairment
loss was presented as a single net amount within income from continuing operations. We will revise future filings, as applicable, to clarify
our accounting treatment and the rationale for how an impairment was measured and allocated to the disposal group, including inventory.

 If you have any questions or desire further information regarding the
Company's responses, please contact me at (973) 867-5066.

 Sincerely,

 /s/ Bruce C. Wacha

 Bruce C. Wacha

 Executive Vice President of Finance and Chief Financial Officer

 cc: 
 Scott E. Lerner, Executive Vice President, General Counsel and Secretary

 Michael D. Adasczik, Vice President of Finance and Chief Accounting Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 9, 2025

Bruce Wacha
Chief Financial Officer
B&G Foods, Inc.
Four Gatehall Drive
Parsippany, New Jersey 07054

 Re: B&G Foods, Inc.
 Form 10-K for the Year Ended December 28, 2024
 Filed February 25, 2025
 Response dated May 23, 2025
 File No. 001-32316
Dear Bruce Wacha:

 We have reviewed your May 23, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our April 25,
2025 letter.

Form 10-K for the Year Ended December 28, 2004
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies; Use of Estimates
Goodwill and Other Intangible Assets, page 37

1. We have read your response to prior comment one. We note you plan to
disclose the
 range of calculated fair values over book values for your
indefinite-lived intangible
 assets and identify and disclose brands you consider at higher risk of
impairment. For
 brands you consider to be at higher risk of impairment, please confirm
you will also
 disclose and discuss the key assumptions used to estimate their fair
values and the
 potential events or circumstances that could reasonable be expected to
negatively
 those key assumptions.
 July 9, 2025
Page 2
2. We have read your response to prior comment five. Given the materiality
of goodwill
 and intangible assets to your total assets and equity and your
disclosure that sales
 strategies and promotional marketing spending are centered on individual
brands, we
 continue to believe that disclosing net sales by material brand is
meaningful and
 useful. We note your disclosures on page 38 of the book values of
indefinite-lived
 trademarks for each brand whose net sales equaled or exceeded 3% of
fiscal 2024 and
 fiscal 2023 net sales and for all other brands in aggregate;
however, without also
 disclosing net sales by material brand, it is not clear to us how an
investor would be
 able to assess the potential exposure and impairment risk related to
these
 assets. Please provide such disclosures in MD&A in future filings.
Consolidated Financial Statements
(3) Acquisitions and Divestitures
Divestiture of Green Giant U.S. Shelf-Stable Product Line, page 69

3. We have read your response to prior comment two. Please address the
following:
 Revise future filings to clarify how trademarks were allocated to
assets held for
 sale; and
 You state immediately prior to the sale, the realizable value of
inventory exceeded
 the cost, as the inventory remained saleable in the ordinary course of
business;
 however, after the broader group of assets was characterized as assets
held for
 sale, the inventory lost its individual character and its impairment
was recorded as
 part of an impairment of the group of assets held for sale. More fully
explain to us
 what "the inventory lost its individual character" means and address
why the
 inventory would not remain saleable at realizable value after the
transfer to assets
 held for sale. Also, explain how you considered the guidance in ASC
420-10-S99-
 3 in recording the related loss.

 Please contact Ernest Greene at 202-551-3733 or Anne McConnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 B&G Foods, Inc.
Four Gatehall Drive
 Parsippany, NJ 07054
 Tel: (973) 401-6500
Fax:   (973) 630-6550

 Via Edgar

 May 23, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F. Street, N.E.

 Washington, DC 20549

 Attn: Mr. Ernest Greene, Senior Accountant

 Ms. Anne McConnell, Senior Accountant

 Re: B&G Foods, Inc.

 Form 10-K for the Year Ended December 28, 2024

 Filed February 25, 2025

 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 U.S. Securities and Exchange Commission (the “ SEC ”) in your letter
dated April 25, 2025 (the “ Comment Letter ”).

 We have reviewed your comment carefully and set forth our responses
below. For your convenience, we have included above each response a copy in italics of the comment to which we are responding.

 Comments and Responses :

 Form 10-K for the Year Ended December
28, 2024

 Management's Discussion and Analysis
of Financial Condition and Results of Operations

 Critical Accounting Policies; Use
of Estimates

 Goodwill and Other Intangible Assets,
page 37

 1. We note your disclosures related to impairment testing and the related impairments you recorded in FY 2024. Please tell us, and
revise future filings to address, the following items.

 · More fully explain the specific facts and circumstances, including a chronology of events, that led to the $320 million in impairments
you recorded for each indefinite-lived asset you impaired.

 · More fully discuss the key assumption you used to estimate the fair value of each impaired asset and identify and discuss the potential
events and/or changes in circumstances that could reasonably be expected to negatively affect each key assumption.

 · Identify any forewarning disclosures you included in prior Exchange Act filings, specifically related to the impaired assets, or
explain why no forewarning disclosures were provided.

 Securities and Exchange Commission

 May 23, 2025

 Page 2

 · We note that none of your indefinite-lived intangible assets had a book value in excess of their calculated fair value and the
excess of the aggregate calculated fair value over the aggregate book value was 308.9%. It does not appear to us that the aggregate book
value provides sufficient granularity to assist investors to adequately assess the likelihood or potential risk of future impairments.
In this regard, expand your tabular presentation on page 38 to specifically identify brands at risk, disclose the percentage (or range
of percentages) by which calculated fair values exceed book values, quantify the intangible assets related to brands at risk, discuss
the key assumptions used to estimate their fair value, and identify and discuss the potential events and/or changes in circumstances that
could reasonably be expected to negatively affect each key assumption.

 Response : During the fourth quarter of fiscal 2024,
the Company recorded pre-tax, non-cash impairment charges totaling $320.0 million related to the following indefinite-lived intangible
trademark assets:

 · Green Giant : $275 million

 · Victoria : $25 million

 · Static Guard : $15 million

 · McCann’s : $5 million

 Given the size and circumstances surrounding the Green
Giant brand, we address that impairment separately below before discussing the Victoria , Static Guard and McCann’s
impairments. We then conclude our response to this Comment No. 1, with our plan to enhance our future disclosures.

 Green Giant Trademark Impairment –
Chronology and Key Events :

 · On a quarterly basis, our company performs impairment trigger assessments, and none were identified until the fourth quarter of 2024
when we conducted our annual impairment testing.

 · In the fourth quarter of 2023, our company performed our annual impairment test as of the last day of the fiscal year, using a discounted
cash flow (“ DCF ”) model. At that time, the fair value of the Green Giant trademark exceeded its carrying value,
and no impairment was recorded. The analysis incorporated management’s then-current expectations for brand performance, including
stable sales volumes, margin recovery initiatives, and continued consumer demand for frozen vegetables. There were also no observable
adverse changes in market conditions, competitive dynamics, or cost structures that would have indicated a potential decline in the trademark’s
value. In addition, we had not yet launched our strategic review of the Green Giant brand for possible divestiture. As a result
of the foregoing, no impairment indicators were present as of the fiscal year-end 2023 assessment.

 · In the first quarter of 2024, in connection with our transition from one segment and reporting unit to four segments and reporting
units, we performed a goodwill allocation based on the relative fair values of each reporting unit. The Frozen & Vegetables reporting
unit, which includes the Green Giant brand, was valued using a DCF model. The carrying amount of the reporting unit exceeded its
fair value, resulting in a pre-tax goodwill impairment charge of $70.6 million. There were no discrete indicators of impairment present
for the Green Giant trademark in the first quarter, and our company’s strategic review of the Green Giant business
had only recently commenced, with no material changes yet observed in brand performance or market conditions.

 Securities and Exchange Commission

 May 23, 2025

 Page 3

 · Also, beginning with our financial results for the first quarter of 2024, our company began disclosing segment financial information
for the Frozen & Vegetables business unit, which is primarily comprised of the cash flows related to the Green Giant trademark.
 Green Giant represents approximately 89% of the business unit’s net sales, with the remaining portion attributable to
the Le Sueur brand. This provided investors with increased visibility into the Green Giant brand’s financial
performance.

 · With the introduction of segment financial information, including net sales and segment adjusted EBITDA for the Frozen & Vegetables
business unit, our company included in our quarterly reports and earnings releases for the first, second and third quarters of 2024, commentary
explaining the year-over-year declines in net sales and segment adjusted EBITDA, including commentary regarding volume softness and margin
pressures. While these trends reflected operational challenges, they were not deemed to be significant enough, either individually or
in the aggregate, to constitute impairment indicators under FASB ASC 350. The declines were consistent with management’s expectations
at the time and were considered to be temporary in nature. Additionally, our company had not yet observed a sustained deterioration in
the brand’s long-term financial outlook or market position, and no triggering events such as a significant adverse change in legal,
regulatory, or macroeconomic conditions had occurred. As such, no interim impairment testing was required during second or third quarters
of 2024.

 · In our earnings release for the first quarter of 2024 issued during the second quarter on May 8, 2024, our company publicly announced
that our Frozen & Vegetables business unit was under strategic review, which could result in a potential divestiture, either in a
single transaction or in a series of transactions. While no commitment to sell had been made, we publicly stated that we were reviewing
the Frozen & Vegetables business unit, including the Green Giant brand, to determine its long-term fit within our company’s
portfolio of brands. As our strategic review proceeded during the second and third quarters of 2024, there were no impairment indicators
identified and no information uncovered during the review that would indicate the fair value of the Green Giant trademark or other
assets was less than its fair value. In addition, management evaluated assets held for sale criteria and determined the criteria for assets
held for sale treatment had not been met. While under strategic review, there were no changes in the Frozen & Vegetables business
unit’s operating strategy during the first, second and third quarters of 2024.

 · During the fourth quarter of 2024, our company reassessed the Green Giant trademark in light of several developments, including
the finalization of our fiscal 2025 budget, which reflected the gradual degradation in brand performance and category dynamics observed
throughout fiscal 2024, including sustained volume declines and margin pressures. The developments identified by management, included
the following:

 o crop-related cost increases during the fourth quarter of 2024;

 o foreign exchange volatility with respect to the Mexican Peso;

 o decreasing consumer demand for branded consumer packaged foods products in light of sustained inflationary pressures;

 o a more challenging M&A environment, including volatile capital markets and limited interest in food assets;

 o a shifting political landscape with uncertainty in the macroeconomic environment, especially with respect to possible tariffs; and

 o lower trading multiples for comparable consumer packaged foods companies.

 Securities and Exchange Commission

 May 23, 2025

 Page 4

 Impairment Testing and Key Assumptions : As
noted above, the Company estimates the fair value of the indefinite-lived intangible assets primarily using the DCF method. Management
also considers other market-based valuation approaches, including market multiples and observable market indicators, to corroborate the
results of our DCF analysis and further support fair value conclusions.

 Key inputs and considerations in our impairment testing
included:

 · 2024 actual financial results and 2025 forecasts showed significant volume deterioration;

 · cost pressures and lower margins due to crop-related cost increases and foreign exchange volatility;

 · a higher discount rate to reflect increased business volatility;

 · an adjusted cost structure to reflect insights management gained during the strategic review process, including updated assumptions
for standalone infrastructure requirements (e.g., frozen warehousing and distribution costs); and

 · lower M&A valuation multiples and observable market indicators based on recent consumer packaged foods transactions.

 Based on this comprehensive DCF analysis, management concluded
that the Green Giant trademark was impaired. Our company reduced the carrying value from $307 million to $32 million, resulting
in a $275 million non-cash impairment charge during the fourth quarter of 2024.

 Forewarning Disclosures . Our company has for
many years consistently provided forewarning disclosures to investors regarding the potential impairment of our indefinite-lived intangible
assets, including the Green Giant trademark. These disclosures were made in periodic reports, earnings releases and other regulation
FD-compliant public communications. These disclosures, along with other disclosures made by our company, including disclosures as to declining
net sales and segment adjusted EBITDA, provided investors with early visibility into the operational and market challenges facing the
 Green Giant brand and the broader Frozen & Vegetables business unit. They also forewarned that the Green Giant brand’s
valuation was being actively monitored for possible impairment triggers and could be subject to material impairment based on evolving
internal and external factors. A few examples follow:

 Excerpts from Intangible Assets Risk Factor from Annual
Report on Form 10-K for fiscal 2023 filed on February 28, 2024 :

 “A change in the assumptions used to value our
goodwill or our indefinite-lived intangible assets could negatively affect our consolidated results of operations and net worth.

 Our total assets include substantial
goodwill and indefinite-lived intangible assets (trademarks). These assets are tested for impairment through qualitative and quantitative
assessments at least annually and whenever events or circumstances occur indicating that goodwill or indefinite-lived intangible assets
might be impaired. We test our goodwill and indefinite-lived intangible assets by comparing the fair values with the carrying values
and recognize a loss for the difference. Estimating our fair value for these purposes requires significant estimates and assumptions
by management, including future cash flows consistent with management’s expectations, annual sales growth rates, and certain assumptions
underlying a discount rate based on available market data. Significant management judgment is necessary to estimate the impact of competitive
operating, macroeconomic and other factors to estimate the future levels of sales and cash flows. . . .

 Securities and Exchange Commission

 May 23, 2025

 Page 5

 If future revenues and contributions
to our operating results for any of our brands, including newly acquired brands, deteriorate, at rates in excess of our current projections,
we may be required to record additional non-cash impairment charges to certain intangible assets. In addition, any significant decline
in our market capitalization or changes in discount rates, even if due to macroeconomic factors, could put pressure on the carrying value
of our goodwill. A determination that all or a portion of our goodwill or indefinite-lived intangible assets are impaired, although a
non-cash charge to operations, could have a material adverse effect on our business, consolidated financial condition.”

 Excerpt from Note 6, “Goodwill and Other Intangible
Assets” from Quarterly Report on Form 10-Q for the first quarter of 2024 filed on May 8, 2024 :

 “. . . If future revenues and contributions to our
operating results for any of our brands or operating segments, including recently impaired brands and any newly acquired brands, deteriorate,
at rates in excess of our current projections, we may be required to record additional non-cash impairment charges to certain intangible
assets, including trademarks and goodwill. In addition, any significant decline in our market capitalization or changes in discount rates,
even if due to macroeconomic factors, could put pressure on the carrying value of our goodwill or the goodwill of any of our operating
segments. A determination that all or a portion of our goodwill or indefinite-lived intangible assets are impaired, although a non-cash
charge to operations, could have a material adverse effect on our business, consolidated financial condition and results of operations.
For a further discussion of our annual impairment testing of goodwill and indefinite-lived intangible assets (trademarks), see Note 2(g),
 “Summary of Significant Accounting Policies—Goodwill and Other Intangible Assets” to our 2023 Annual Report on Form
10-K.”

 Excerpt from Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations from Quarterly Report on Form 10-Q for the first quarter of 2024 filed on
May 8, 2024 :

 Fluctuations in Currency Exchange Rates . . . . We
also operate a manufacturing facility in Irapuato, Mexico for the manufacture of Green Giant frozen products and are as a result
exposed to fluctuations in the Mexican peso. Our results of operations could be adversely impacted by changes in foreign currency exchange
rates. Costs and expenses in Mexico are recognized in local foreign currency, and therefore we are exposed to potential gains or losses
from the translation of those amounts into U.S. dollars for consolidation into our consolidated financial statements. For example, our
results of operations from our Green Giant frozen operations in Mexico were negatively impacted during fiscal 2023 through the
first quarter of

CORRESP
 1
 filename1.htm

 B&G Foods, Inc.
Four Gatehall Drive
 Parsippany, NJ 07054
 Tel: (973) 401-6500
Fax:   (973) 630-6550

 Via Edgar

 May 7, 2025

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F. Street, N.E.

 Washington, DC 20549

 Attn:
 Division of Corporation Finance

 Office of Manufacturing

 Re:
 B&G Foods, Inc.

 Form 10-K for the Year ended December 28, 2024

 Filed February 25, 2025

 File No. 001-32316

 Ladies and Gentlemen:

 This letter is to confirm the telephone conversation between Mr. Ernest
Greene and the undersigned on Wednesday, May 7, 2025, regarding 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 April 25, 2025 (the " Comment Letter ").

 We are in the process of preparing our response to the Comment Letter.
However, I advised Mr. Greene in our telephone conversation that due to timing constraints on our internal finance and legal personnel
we require additional time to fully and appropriately respond to the comments made by the Staff. Therefore, we respectfully requested
an extension of time to respond to the Comment Letter and were advised that such request would be granted by the Staff. We appreciate
the Staff's willingness to grant our request. We intend to submit our response to you on or before Friday, May 23, 2025.

 If you have any questions with respect to the foregoing, please contact
me at (973) 630-6406.

 Sincerely,

 /s/ Scott E. Lerner

 Scott E. Lerner

 Executive Vice President, General Counsel, Secretary and Chief Compliance
Officer

 cc: Ernest Greene, Securities and Exchange Commission

 Anne McConnell, Securities and Exchange
Commission

 Quality Foods Since 1889

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 25, 2025

Bruce Wacha
Chief Financial Officer
B&G Foods, Inc.
Four Gatehall Drive
Parsippany, New Jersey 07054

 Re: B&G Foods, Inc.
 Form 10-K for the Year Ended December 28, 2024
 Filed February 25, 2025
 File No. 001-32316
Dear Bruce Wacha:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Year Ended December 28, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies; Use of Estimates
Goodwill and Other Intangible Assets, page 37

1. We note your disclosures related to impairment testing and the related
impairments
 you recorded in FY 2024. Please tell us, and revise future filings to
address, the
 following items.
 More fully explain the specific facts and circumstances, including a
chronology of
 events, that led to the $320 million in impairments you recorded for
each
 indefinite-lived asset you impaired.
 More fully discuss the key assumption you used to estimate the fair
value of each
 impaired asset and identify and discuss the potential events and/or
changes in
 circumstances that could reasonably be expected to negatively affect
each key
 assumption.
 Identify any forewarning disclosures you included in prior Exchange
Act filings,
 April 25, 2025
Page 2

 specifically related to the impaired assets, or explain why no
forewarning
 disclosures were provided.
 We note that none of your indefinite-lived intangible assets had a
book value in
 excess of their calculated fair value and the excess of the
aggregate calculated fair
 value over the aggregate book value was 308.9%. It does not appear
to us that the
 aggregate book value provides sufficient granularity to assist
investors to
 adequately assess the likelihood or potential risk of future
impairments. In this
 regard, expand your tabular presentation on page 38 to specifically
identify brands
 at risk, disclose the percentage (or range of percentages) by which
calculated fair
 values exceed book values, quantify the intangible assets related to
brands at risk,
 discuss the key assumptions used to estimate their fair value, and
identify and
 discuss the potential events and/or changes in circumstances that
could reasonably
 be expected to negatively affect each key assumption.
Consolidated Financial Statements
(3) Acquisitions and Divestitures
Divestiture of Green Giant U.S. Shelf-Stable Product Line, page 69

2. We note you completed the sale of the Green Giant U.S. shelf-stable
business and
 recorded a loss on sale of $137.8 million in FY 2023. Please tell us,
and revise future
 filings to clarify, the following:
 Explain why no goodwill was allocated to the business you sold or,
if applicable,
 explain how you determined the assets you sold were not a business.
 Explain how you determined and/or allocated the amounts of
Trademarks and
 Customer relationships to the business sold and, based on the
Trademarks
 allocated to the business sold, clarify the disclosure that you
retain the Green
 Giant trademarks.
 Due to the fact that it appears at least a portion of the loss on
sale you recorded
 related to inventory, explain why a loss/write-down of inventory
was not recorded
 in cost of goods sold prior to the sale.
(6) Goodwill and Other Intangible Assets, page 71

3. We note that during the first quarter of FY 2024 you reorganized your
reporting
 structure from one reportable segment to four reportable segments (i.e.,
Specialty,
 Meals, Frozen & Vegetables and Spices & Flavor Solutions), and the
change in
 reporting structure required you to reassign assets and liabilities,
including goodwill,
 among the four reporting units (which are the same as your reportable
segments) and
 complete a goodwill impairment test, both prior to and subsequent to the
change.
 Please more fully address the following:
 Explain how you allocated goodwill to each reporting unit/reportable
segment,
 including how you determined the fair values of each reporting
unit/reportable
 segment both before and after the change.
 Explain how you allocated other intangible assets to each reporting
unit/reportable
 segment, including the specific and facts and circumstance and key
assumptions
 that changed related to the determination of the fair values of
these assets in the
 first quarter of FY 2024 and the last quarter of FY 2024.
 April 25, 2025
Page 3

(8) Fair Value Measurements, page 78

4. We note your disclosures regarding the intangible asset impairments of
$320.0 million
 you recorded in FY 2024. Please revise future filings to provide the
disclosures
 required by ASC 820-10-50-2, including the fair values of the assets you
impaired, or
 explain why you do not believe additional disclosures are required.
Based on
 the impairments, please also explain, and revise future filings to
clarify, your
 disclosure that there was no Level 3 activity during the periods
presented.
(17) Business Segment Information, page 92

5. We note you previously presented net sales by brand for each material
brand pursuant
 to ASC 280-10-50-40. Please provide similar disclosures in future
filings or explain
 why they are no longer required. To the extent you determine the
disclosures are not
 required by ASC 280-10-50-40, it appears to us, given the materiality of
indefinite-
 lived intangible assets and the impairments you recorded, similar
disclosures would be
 required to be provided in MD&A. It appears to us that such disclosures
would also be
 meaningful, given your disclosures that sales strategies and promotional
 marketing spending are centered on individual brands.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Ernest Greene at 202-551-3733 or Anne McConnell at
202-551-3709
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
July 28, 2022
Bruce Wacha
Executive Vice President of Finance and Chief Financial Officer
B&G Foods, Inc.
Four Gatehall Drive
Parsippany, New Jersey 07054
Re:B&G Foods, Inc.
Form 10-K for the Fiscal Year Ended January 1, 2022
Filed March 1, 2022
File No. 001-32316
Dear Mr. Wacha:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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    B&G Foods, Inc.
 Four Gatehall Drive
 Parsippany,
    NJ 07054
 Tel:    (973) 401-6500
 Fax:    (973) 630-6550

Via Edgar

July 27, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F. Street, N.E.

Washington, D.C. 20549

 Attn: Mr. Dale Welcome, Senior Accountant

Ms. Anne McConnell, Senior Accountant

 Re: B&G Foods, Inc.

Form 10-K for the Fiscal Year Ended January 1,
2022 filed March 1, 2022

Form 10-Q for the Quarterly Period Ended April
2, 2022 filed May 5, 2022

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 comment that you have provided on behalf of the staff of the Division of Corporation
Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) in your letter
dated July 21, 2022 (the “Comment Letter”).

We have reviewed your comment 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-Q for the Quarterly Period
Ended April 2, 2022

Management’s Discussion and
Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page
27

We note your response to prior comment five. While we
appreciate the company has not typically taken adjustments to non-GAAP financial measures for gains or losses relating to the sale of
property, plant or equipment, it remains unclear to us how you determined your non-GAAP financial measure complies with Question 100.03
of the Compliance & Disclosures Interpretations on Non-GAAP Financial Measures. We note you review possible adjustments on a case-by-case
basis and you concluded the gain was not material for adjusting the non-GAAP financial measure; however, it appears the gain is larger
than any adjustment you recorded to the non-GAAP financial measure for the comparable period, based on the amount of each adjustment,
and more material relative to the non-GAAP financial measure presented for each period. Please more fully explain to us how you assess
the materiality of non-GAAP adjustments.

Quality Foods Since
1889

Securities and Exchange Commission

July 27, 2022

Page 2

We
respectfully acknowledge the Staff’s comment. We are scheduled to issue our second quarter earnings release next week on August
4, 2022, and to file our second quarter Form 10-Q later that day or on the following day. In that earnings release and Form 10-Q, we will
include an adjustment to adjusted EBITDA, adjusted EBITDA before COVID-19 expenses and adjusted net income for the first two quarters
of 2022 for the net gain on sale of assets that occurred during the first quarter of 2022. Likewise, in future earnings releases
and Form 10-Qs that include periods for which the first quarter of 2022 is a part, we will include an adjustment to adjusted EBITDA, adjusted
EBITDA before COVID-19 expenses and adjusted net income for the applicable periods for the net gain on sale of assets that occurred during
the first quarter of 2022.

If you have any questions or desire further information regarding the
Company’s response, please contact me at (973) 867-5066.

Sincerely,

/s/ Bruce C. Wacha

Bruce C. Wacha

Executive Vice President of Finance and Chief Financial Officer

 cc: Scott E. Lerner, Executive Vice President, General Counsel and
Secretary

Michael A. Adasczik, Vice President and Chief
Accounting Officer

United States securities and exchange commission logo
July 21, 2022
Bruce Wacha
Executive Vice President of Finance and Chief Financial Officer
B&G Foods, Inc.
Four Gatehall Drive
Parsippany, New Jersey 07054
Re:B&G Foods, Inc.
Form 10-K for the Fiscal Year Ended January 1, 2022
Filed March 1, 2022
Form 10-Q for the Quarterly Period Ended April 2, 2022
Filed May 5, 2022
Response dated June 17, 2022
File No. 001-32316
Dear Mr. Wacha:
            We have reviewed your June 17, 2022 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 13, 2022 letter.
Form 10-Q for the Quarterly Period Ended April 2, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 27
1.We note your response to prior comment five. While we appreciate the company has not
typically taken adjustments to non-GAAP financial measures for gains or losses relating
to the sale of property, plant or equipment, it remains unclear to us how you determined
your non-GAAP financial measure complies with Question 100.03 of the Compliance
& Disclosures Interpretations on Non-GAAP Financial Measures. We note you review
possible adjustments on a case-by-case basis and you concluded the gain was not material

 FirstName LastNameBruce Wacha
 Comapany NameB&G Foods, Inc.
 July 21, 2022 Page 2
 FirstName LastName
Bruce Wacha
B&G Foods, Inc.
July 21, 2022
Page 2
for adjusting the non-GAAP financial measure; however, it appears the gain is larger than
any adjustment you recorded to the non-GAAP financial measure for the comparable
period, based on the amount of each adjustment, and more material relative to the non-
GAAP financial measure presented for each period. Please more fully explain to us how
you assess the materiality of non-GAAP adjustments.
            You may contact Dale Welcome at 202-551-3865 or Anne McConnell at 202-551-3709 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Via Edgar

June 17, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F. Street, N.E.

Washington, D.C. 20549

    Attn:
    Mr. Dale Welcome, Senior Accountant

    Ms. Anne McConnell, Senior Accountant

    Re:
    B&G Foods, Inc.

    Form 10-K for the Fiscal Year Ended January 1, 2022

    Form 10-Q for the Quarterly Period Ended April 2, 2022

    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 U.S. Securities and Exchange Commission (the “SEC”)
in your letter dated May 13, 2022 (the “Comment Letter”).

We appreciate the Staff granting our request to extend the Company’s
deadline to respond to the Comment Letter to June 17, 2022. 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 January 1, 2022

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA and Adjusted EBITDA Before COVID-19 Expenses,
page 42

 1. You disclose that you “define EBITDA as net income before net interest expense, income taxes, depreciation and amortization
and loss on extinguishment of debt”. We remind you that to the extent your definition of EBITDA includes any item in addition to
what the acronym suggests (e.g., loss on extinguishment of debt), you should revise the title of the measure or remove that item from
your definition of EBITDA. Please refer to Question 103.01 of the Compliance & Disclosures Interpretations on Non-GAAP Financial
Measures. This comment is also applicable to your presentations of EBITDA in earnings releases under Form 8-K and Form 10-Qs.

Quality Foods Since 1889

We
respectfully acknowledge the Staff’s comment and propose updating our disclosure prospectively, beginning with our next
earnings release on Form 8-K and quarterly report on Form 10-Q, to remove “loss on extinguishment of
debt” from our definition of EBITDA and move such financial measure to our definition of adjusted EBITDA. We note that our
company has not had any loss on extinguishment of debt since our fiscal year 2019.

 2. Based on your non-GAAP disclosures and reconciliations, we note EBITDA, Adjusted EBITDA, and Adjusted EBITDA before COVID-19 expenses
are presented as non-GAAP performance measures and non-GAAP liquidity measures. We also note the reconciliations of EBITDA, Adjusted EBITDA,
and Adjusted EBITDA before COVID-19 expenses to the most directly comparable GAAP measures include a one step indirect reconciliation
that begins with net income and ends with net cash provided by operating activities. Please revise your reconciliations to provide a direct
reconciliation of these non-GAAP measures from net income and a separate direct reconciliation of these non-GAAP measures from net cash
provided by operating activities. Please refer to Item 10(e)(1)(i)(B) of Regulation S-K. This comment is also applicable to your
presentations in earnings releases under Form 8-K and Form 10-Qs.

We
believe the current reconciliation presentation – which our company has been using since our initial public offering almost two
decades ago – complies with Item 10(e)(1)(i)(B) of Regulation S-K. However, we respectfully acknowledge the Staff’s comment
and propose updating our disclosure prospectively, beginning with our next earnings release under Form 8-K and quarterly report
on Form 10-Q, to provide a direct reconciliation of these non-GAAP measures from net income and a separate direct reconciliation
of these non-GAAP measures from net cash provided by operating activities.

Adjusted Net Income and Adjusted
Diluted Earnings Per Share, page 44

 3. In your reconciliations of adjusted net income, you present adjustments net of tax. Please revise your reconciliations to present
the tax effects of non-GAAP adjustments as a separate adjustment and provide an explanation of how the tax impacts are calculated. Please
refer to Question 102.11 of the Compliance & Disclosures Interpretations on Non- GAAP Financial Measures. This comment is also
applicable to your presentations in earnings releases under Form 8-K and Form 10-Qs.

We
respectfully acknowledge the Staff’s comment and propose updating our disclosure prospectively, beginning with our next earnings
release on Form 8-K and quarterly report on Form 10-Q, to present the tax effects of non-GAAP adjustments as a separate
adjustment and, to the extent material, provide an explanation of how the tax impacts are calculated.

Notes to Consolidated Financial
Statements

Note (6) Goodwill and Other
Intangible Assets, page 70

 4. We note your disclosures regarding the intangible asset impairments you recorded in FY 2021. In order to allow investors to better
assess the remaining intangible assets at risk, please disclose here, or under Critical Accounting Policies in MD&A, the remaining
carrying values of the partially impaired intangible assets. In addition, based on the intangible asset impairments you recorded, please
revise Note (8) - Fair Value Measurements to provide the disclosures required by ASC 820-10-50-2 or explain why you do not believe
they are required.

Our
annual impairment test for fiscal 2021 resulted in our recording non-cash impairment charges to trademarks for the Static Guard,
SnackWell’s, Molly McButter and Farmwise brands of $23.1 million in the aggregate during the fourth quarter
of fiscal 2021, which is recorded in “Impairment of intangible assets” in our consolidated statement of operations for fiscal
2021. We partially impaired the Static Guard and Molly McButter brands, and these assets had an aggregate fair value and
an aggregate remaining carrying value of $36.5 million at January 1, 2022.

Our company’s significant accounting policies
footnote disclosure in our Form 10-K for fiscal 2021 states that our company calculates the fair value of indefinite-lived
trademarks using discounted cash flows. Calculating the fair value for these purposes requires significant estimates and assumptions
by management. Within the Management’s Discussion and Analysis of Financial Condition and Results of Operations, we
qualitatively discuss the circumstances that led to the decline in fair value. Our company concluded that additional quantitative
and qualitative disclosure of the selected inputs was not required because the fair value measurements were considered immaterial to
our company’s overall consolidated financial statements and to the value of our company’s total indefinite-lived
trademarks. The aggregate carrying value of impaired trademarks before impairment charges was less than 1.30% of total assets and
less than 2.90% of total indefinite-lived trademarks at January 1, 2022 and after impairment charges was less than 1.00% of
total assets and less than 2.20% of total indefinite-lived trademarks at January 1, 2022. As such, we consider the qualitative
disclosures surrounding the valuation technique together with our discussion of the facts and circumstances leading to the
impairment charges provided in our Form 10-K for fiscal 2021 to be sufficient. We note that our company includes a chart in
MD&A that sets forth the book value as of January 1, 2022 of the indefinite-lived trademarks for each of our
company’s brands whose net sales equaled or exceeded 3% of our fiscal 2021 or fiscal 2020 net sales and for “all other
brands” in the aggregate. Neither Static Guard nor Molly McButter are individually included in the
table because neither equals or exceeds 3% of our net sales.

Notwithstanding the above, in light of the Staff’s
comment and for completeness of disclosure, in future filings in which our company includes quantitative partial impairment disclosure,
in addition to disclosing the dollar value of the impairment charges, we plan to also disclose the remaining carrying values of the impaired
assets regardless of materiality.

Form 10-Q for the Quarterly
Period Ended April 2, 2022

Management's Discussion and Analysis
of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page 27

 5. We note your disclosures regarding the nature of the adjustments you include to determine Adjusted EBITDA, Adjusted EBITDA before
COVID-19 expenses, and adjusted net income, including adjustments for acquisitions and divestitures and adjustments for non-recurring
expenses, gains, and losses. We also note during the period ended April 2, 2022 these non-GAAP financial measures were not adjusted
for the net gain you recorded from the disposition of assets. Please more fully explain to us how you determine the adjustments to include
and exclude from the non-GAAP financial measures and specifically address why you believe your non-GAAP financial measures comply with
Question 100.03 of the Compliance & Disclosures Interpretations on Non-GAAP Financial Measures.

We
review possible adjustments for acquisitions and divestitures and adjustments for non-recurring expenses, gains and losses on a case-by-case
basis. Our company has not typically taken adjustments to non-GAAP financial measures for gains or losses relating to the sale of property,
plant or equipment except in the context of the discontinuation or divestiture of a brand or business. In the case of the net gain
recorded from the disposition of assets for the period ended April 2, 2022, our company also concluded that the gain was not material
for adjusting the non-GAAP financial measures. In addition, we separately disclosed the net gain on the sale of assets in our consolidated
statement of operations, and when discussing adjusted EBITDA, adjusted EBITDA before COVID-19 expenses and adjusted net income in our
earnings release and Form 10-Q, our company expressly stated that these non-GAAP financial measures benefited from the net gain on
sale.

Due to the immateriality of the net gain, the separate disclosure
in the consolidated statement of operations and the express statements made by our company that these non-GAAP financial measures
benefited from the net gain recorded in the quarterly period ended April 2, 2022, we believe the non-GAAP financial measures are
not misleading and comply with Question 100.03 of the Compliance & Disclosures Interpretations on Non-GAAP Financial Measures.

If you have any questions or desire further information regarding the
Company’s responses, please contact me at (973) 867-5066.

    Sincerely,

    /s/ Bruce C. Wacha

    Bruce C. Wacha

    Executive Vice President of Finance and Chief Financial Officer

    cc:
    Scott E. Lerner, Executive Vice President, General Counsel and Secretary

    Michael A. Adasczik, Vice President and Chief Accounting Officer

United States securities and exchange commission logo
May 13, 2022
Bruce Wacha
Executive Vice President of Finance and Chief Financial Officer
B&G Foods, Inc.
Four Gatehall Drive
Parsippany, New Jersey 07054
Re:B&G Foods, Inc.
Form 10-K for the Fiscal Year Ended January 1, 2022
Form 10-Q for the Quarterly Period Ended April 2, 2022
File No. 001-32316
Dear Mr. Wacha:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended January 1, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
EBITDA, Adjusted EBITDA and Adjusted EBITDA Before COVID-19 Expenses, page 42
1.You disclose that you “define EBITDA as net income before net interest expense, income
taxes, depreciation and amortization and loss on extinguishment of debt”. We remind you
that to the extent your definition of EBITDA includes any item in addition to what the
acronym suggests (e.g., loss on extinguishment of debt), you should revise the title of the
measure or remove that item from your definition of EBITDA. Please refer to Question
103.01 of the Compliance & Disclosures Interpretations on Non-GAAP Financial
Measures. This comment is also applicable to your presentations of EBITDA in earnings
releases under Form 8-K and Form 10-Qs.

 FirstName LastNameBruce Wacha
 Comapany NameB&G Foods, Inc.
 May 13, 2022 Page 2
 FirstName LastName
Bruce Wacha
B&G Foods, Inc.
May 13, 2022
Page 2
2.Based on your non-GAAP disclosures and reconciliations, we note EBITDA, Adjusted
EBITDA, and Adjusted EBITDA before COVID-19 expenses are presented as non-GAAP
performance measures and non-GAAP liquidity measures. We also note the
reconciliations of EBITDA, Adjusted EBITDA, and Adjusted EBITDA before COVID-19
expenses to the most directly comparable GAAP measures include a one step indirect
reconciliation that begins with net income and ends with net cash provided by operating
activities. Please revise your reconciliations to provide a direct reconciliation of these non-
GAAP measures from net income and a separate direct reconciliation of these non-GAAP
measures from net cash provided by operating activities. Please refer to Item
10(e)(1)(i)(B) of Regulation S-K. This comment is also applicable to your presentations in
earnings releases under Form 8-K and Form 10-Qs.
Adjusted Net Income and Adjusted Diluted Earnings Per Share, page 44
3.In your reconciliations of adjusted net income, you present adjustments net of tax. Please
revise your reconciliations to present the tax effects of non-GAAP adjustments as a
separate adjustment and provide an explanation of how the tax impacts are calculated.
Please refer to Question 102.11 of the Compliance & Disclosures Interpretations on Non-
GAAP Financial Measures. This comment is also applicable to your presentations in
earnings releases under Form 8-K and Form 10-Qs.
Notes to Consolidated Financial Statements
Note (6) Goodwill and Other Intangible Assets, page 70
4.We note your disclosures regarding the intangible asset impairments you recorded in FY
2021. In order to allow investors to better assess the remaining intangible assets at risk,
please disclose here, or under Critical Accounting Policies in MD&A, the remaining
carrying values of the partially impaired intangible assets. In addition, based on the
intangible asset impairments you recorded, please revise Note (8) - Fair Value
Measurements to provide the disclosures required by ASC 820-10-50-2 or explain why
you do not believe they are required.

Form 10-Q for the Quarterly Period Ended April 2, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 27
5.We note your disclosures regarding the nature of the adjustments you include to
determine Adjusted EBITDA, Adjusted EBITDA before COVID-19 expenses,
and adjusted net income, including adjustments for acquisitions and divestitures and
adjustments for non-recurring expenses, gains, and losses. We also note during the period
ended April 2, 2022 these non-GAAP financial measures were not adjusted for the net
gain you recorded from the disposition of assets. Please more fully explain to us how you
determine the adjustments to include and exclude from the non-GAAP financial measures

 FirstName LastNameBruce Wacha
 Comapany NameB&G Foods, Inc.
 May 13, 2022 Page 3
 FirstName LastName
Bruce Wacha
B&G Foods, Inc.
May 13, 2022
Page 3
and specifically address why you believe your non-GAAP financial measures comply with
Question 100.03 of the Compliance & Disclosures Interpretations on Non-GAAP
Financial Measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Dale Welcome at 202-551-3865 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mail Stop 4628
August 18, 2017

Via Email
Mr. Robert C. Cantwell
Chief Executive Officer
B&G Foods, Inc.
Four Gatehall Drive
Parsippany, NJ 07054

Re: B&G Foods, Inc.
 Form  10-K for the Fiscal Year ended December 31, 2016
Filed March 1, 2017
File No. 001 -32316

Dear  Mr. Cantwell :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief
Office of Natural Resources

CORRESP
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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

Page 2

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

Page 3

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

Page 4

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

Page 5

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

CORRESP
1
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B&G Foods, Inc.

Four Gatehall Drive

Parsippany, NJ   07054

Tel:

(973) 401-6500

Fax:

(973) 630-6550

VIA EDGAR

June 12, 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 to confirm the telephone conversation between Mr. Joseph Klinko, Staff Accountant, and the undersigned on Friday, June 9, 2017, regarding 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 are in the process of preparing our response to the Comment Letter.  However, I advised Mr. Klinko in our telephone conversation on Friday that due to timing constraints on our internal finance and legal personnel we require additional time to fully and appropriately respond to the comments made by the Staff.  Therefore, we respectfully requested an extension of time to respond to the Comment Letter and were advised that such request would be granted by the Staff.  We appreciate the Staff’s willingness to grant our request.  We intend to submit our response to you on or before Friday, July 7, 2017.

If you have any questions with respect to the foregoing, please contact me at (973) 630-6406.

Sincerely,

/s/ Scott E. Lerner

Scott E. Lerner

Executive Vice   President, General Counsel and Secretary

cc:  Joseph Klinko, Staff Accountant, Securities and Exchange Commission

Quality Foods Since 1889

Mail Stop 4628
May 31, 2017

Via Email
Mr. Robert C. Cantwell
Chief Executive Officer
B&G Foods, Inc.
Four Gatehall Drive
Parsippany, NJ 07054

Re: B&G Foods, Inc.
 Form  10-K for the Fiscal Year ended December 31, 2016
Filed  March 1, 2017
File No. 001-32316

Dear  Mr. Cantwell :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Y ear 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 applicati on 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 fin ancial  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

Mr. Robert C. Cantwell
B&G Foods, Inc.
May 31, 2017
Page 2

 implications of the uncertainties associated with the methods, assumpti ons 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,
Instruct ions 2 and 3 to paragraph 303(a), and Section V of SEC Release No. 33 -8350.

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 additiona l 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 effec ts 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.

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 acquisition s 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 segment s
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 id entified 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 percenta ge was primarily driven by the acquisition of Green
Giant , were considered in your analysis .

Mr. Robert C. Cantwell
B&G Foods, Inc.
May 31, 2017
Page 3

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action  or absence of
action by the staff.

You may contact  Joseph Klinko  at (202) 551 -3824  or Lily Dang at (202) 551 -3867 if you
have questions regarding comments on the financial statements and related matters.  Please
contact  me at  (202) 551 -3686  with any other questions.

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief
Office of Natural Resources

January 15, 2014

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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do  not foreclose the Commission from taking
any action with respect to the company or 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 U nited States.  We urge all persons who 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 rules require.

Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief

CORRESP
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filename1.htm

B&G   Foods, Inc.

Four   Gatehall Drive

Parsippany,   NJ 07054

Tel:    (973) 401-6500

Fax:   (973) 630-6550

VIA EDGAR

January 3, 2014

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 29, 2012

Filed February 26, 2013

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 December 4, 2013 (the “Comment Letter”).

We appreciate the Staff granting our request to extend the Company’s deadline to respond to the Comment Letter to January 3, 2014.  We have reviewed your comments carefully and set forth our responses below.  For your convenience, we have included above our responses, a copy in italics of the comment to which we are responding.

Comment and Response:

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

Note (1) Nature of Operations, page 53

Organization and Nature of Operations, page 53

Comment.  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, decisions 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

Quality Foods Since 1889

Securities and Exchange Commission

January 3, 2014

Page 2

tiers were deemed to be separate operating segments, similarity amongst the products would allow for aggregation pursuant to FASB ASC 280-10-50-11. 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 view 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 requires 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 propose 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 satisfy 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, it 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.

Response.  For the reasons stated in our prior response letter we continue to believe our company operates as one operating segment.  However, in light of the Staff’s most recent comment letter, we have re-reviewed the guidance in FASB ASC 280-10-50-38 and 40, which requires revenues to be reported for each product or group of similar products when this information is not part of the reportable operating segment disclosures.  Because all of our brands and tiers of brands have similar economic characteristics; products; production processes; types or classes of customers; distribution methods; and regulatory environment, we do not believe grouping our brands by tier or other grouping for purposes of FASB ASC 280-10-50-38 and 40 would provide meaningful information for our investors or analysts.  Although our prior disclosures have provided limited information by tier, the differences between our brands and tiers of brands in terms profitability, growth potential, investment and how the brands are managed are not material to an understanding of our business or how we manage our business.

Therefore, in order to comply with the guidance in FASB ASC 280-10-50-38 and 40, instead of disclosing net sales by groups of brands we propose disclosing in a footnote to our financial statements net sales by individual brand for all of our brands that exceed a certain minimum net sales threshold and then aggregating net sales for the remaining brands.   For our annual report on Form 10-K for the fiscal year ended December 28, 2013, we are contemplating a threshold of approximately 2% of our total net sales (or approximately $15 million of net sales per brand).  Using this threshold for 2013, we would provide net sales by brand for approximately 15 brands (representing approximately 86% of our total net sales) and net sales in the aggregate for our remaining brands.  We would also provide similar information for the prior two years for comparison purposes.  In our quarterly reports on Form 10-Q, we would provide net sales for the current quarter (and year-to-date period) and prior year quarter (and year-to-date period).  We believe this information will be much more useful to our investors and analysts than aggregated

Securities and Exchange Commission

January 3, 2014

Page 3

information by tier or other grouping.  Among other things, this approach would provide much more detailed disclosure and permit investors and analysts to group our brands in any fashion they see fit.

The net sales by brand disclosure would appear in the footnotes to our annual financial statements substantially as set forth in the chart below.  Similar disclosure would appear quarterly showing current quarter (and year-to-date period) and prior year quarter (and year-to-date period) net sales by brand.

Brand

Fiscal 2013

Fiscal 2012

Fiscal 2011

Ortega

Maple   Grove Farms

Cream   of Wheat

Mrs. Dash

Polaner

Las   Palmas

Pirate   Brands

B&G

New   York Style

B&M

Underwood

Ac’cent

Emeril’s

Rickland   Orchards

Old   London

All   Other Brands

Total

Comment.  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 as 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 individual 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 variability of

Securities and Exchange Commission

January 3, 2014

Page 4

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

Response.  In response to the Staff’s comment requesting that we enhance our MD&A disclosure by providing explanations for the changes in net sales by brand, we note that given the relative stable nature of our business and brand performance, there is often not a material explanation for periodic fluctuations and periodic fluctuations themselves are often not material.  We already provide our investors with information as to how much of our net sales growth is attributable to pricing, volume and acquisitions, which we believe is very useful information for investors trying to understand our financial performance.  That said, we appreciate the Staff’s comment and plan to enhance our MD&A disclosure in the future by including an explanation of fluctuations in net sales for individual brands to the extent material or otherwise useful to an understanding of our annual or quarterly financial performance.

With respect to investments in our brands, periodic changes in our advertising and marketing expenditures and R&D expenditures tend not to be material given that in the aggregate such expenditures for 2013 totaled only approximately $18 million (2.4% of net sales) and $0.8 million (0.1% of net sales), respectively.  And, as we noted in our prior response letter, trade spending decisions (which are 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 or tier basis.  As a result any discussion of these expenditures in our MD&A is typically presented in the aggregate and not by brand.  However, in response to the Staff’s comment, we plan to include disclosure in our MD&A discussing the impact increases or decreases in advertising and marketing, R&D and trade spending have had on a particular brand if such increases or decreases have  resulted in material changes in a brand’s financial performance.

Lastly, we agree with the Staff’s suggestion that disclosing total net sales by brand would enhance the meaningfulness of our current practice of reporting periodic changes in net sales for individual brands.  Accordingly, we plan to include a cross reference in our MD&A to the total net sales by brand disclosure that we will be adding to our financial statement footnotes as described above.

*               *               *

In connection with the Company’s response to the Comment Letter, the Company acknowledges that:

·                              the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                              Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC 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 SEC or any person under the federal securities laws of the United States.

Securities and Exchange Commission

January 3, 2014

Page 5

We appreciate the Staff’s comments.  If you have any questions or desire further information regarding the Company’s responses, please contact me at (973) 630-6406.

Sincerely,

/s/ Scott E. Lerner

Scott   E. Lerner

Executive   Vice President, General Counsel and Secretary

cc:

Michael   Fay, Staff Accountant (SEC)

Kimberly   Calder, Assistant Chief Accountant (SEC)

David   L. Wenner, President and Chief Executive Officer

Robert   C. Cantwell, Executive Vice President of Finance and Chief Financial Officer

Kenneth   Pressler, Corporate Controller

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

CORRESP
1
filename1.htm

B&G   Foods, Inc.

Four   Gatehall Drive

Parsippany, NJ 07054

Tel:

(973)   401-6500

Fax:

(973)   630-6550

VIA EDGAR AND FEDEX

October 11, 2013

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 29, 2012

Filed   February 26, 2013

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 September 5, 2013 (the “Comment Letter”).

We appreciate the Staff granting our request to extend the Company’s deadline to respond to the Comment Letter to October 11th.  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.

In response to the Staff’s request for certain materials, we are providing the requested materials in Appendices, which are being provided supplementally.  We are supplementally providing the Appendices to the Staff pursuant to the procedures set forth in 17 C.F.R. §200.83 and Rule 12b-4 under the Securities Exchange Act of 1934 as amended.  Appendices A through J, and the information contained thereon, are non-public and confidential and remain the property of the Company.  We hereby request that Appendices A through J, and all copies thereof, be returned to the undersigned promptly following the completion of the Staff’s review thereof.

Comment and Response:

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

Note (1) Nature of Operations, page [53]

Organization and Nature of [Operations], page [53]

Quality Foods Since 1889

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 stockholders, 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 your tiered approach, it appears that you may have more 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 response, please include the following:

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 in the responses below, our company operates as one operating segment that engages in the manufacturing, marketing, selling and distributing of food and household products(1).

·                              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.

B&G Foods is managed by our president and chief executive officer, Mr. David L. Wenner, and an executive committee consisting of Mr. Wenner and B&G Foods’ executive vice presidents.  In addition to Mr. Wenner, the executive committee currently includes our company’s (1) executive vice president of finance and 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 club sales(2).  Each executive officer reports directly to Mr. Wenner.

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

(1)       We believe that our household brands are 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 products were deemed to be a separate operating segment from our food products, we do not believe that our two household brands would qualify as a reportable segment.  The consolidated net sales and consolidated assets of our household products 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 products would be useful to readers of our financial statements.  Moreover, even if the household products did meet the quantitative thresholds set forth in ASC-280-10-50-12, we believe that the household products would qualify for aggregation with our food products in accordance with the aggregation criteria set forth in ASC-280-10-50-11.

(2)       Executive vice president of club sales is a newly created position as of October 7, 2013.

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assessment and resource allocation.  Although we do have an executive committee that provides counsel to our CODM, it is Mr. Wenner who is responsible for allocating resources and assessing the performance of our business.

·                              An analysis of your determination of operating and reportable segments, identifying any operating segments that have been aggregated and, if applicable, the analysis you performed in concluding that aggregation is appropriate.

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 35 brands with a variety of products sold under each brand.  However, for the reasons stated below, we have determined that our brands and tiers of brands are not operating segments 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 or tier of brand.  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, tier of brands, neither our board of directors nor our CODM makes resource allocation decisions by brand or tier of brands.  For example, allocation decisions with respect to corporate overhead, capital spending and trade spending are made without reference to brand or tier 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 or tier 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.  Capital spending remains generally consistent from year to year.  It is not allocated on a brand or tier basis and is instead allocated by facility and most pressing needs.  And because our personnel are not organized by brand or tier, resources for corporate overhead are not allocated based upon brand or tier.  Requests for additional

3

staffing are submitted and approved by our CODM by functional area and not by brand or tier of brands.  As noted in the response to the next bullet point, the only resources that are allocated based upon tiers are traditional discretionary advertising and marketing spending (which excludes trade spending); however, those allocation decisions are not made by our CODM.

Discrete Financial Information as to Expenses is not Available by Brand or Tier.  Although our CODM and board of directors do receive certain reports that show adjusted EBITDA and expense items for individual 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 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 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 or tiers 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 or Tier 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 . . .”  We do not have managers with overall responsibility for individual brands or tiers of brands who regularly report to our CODM.(3)  Because the nature of our brands and tiers of brands are similar, B&G Foods is organized by functional responsibility, not brand or tier of brand.  Accordingly, there is no segment manager for any brand or tier of brand.  Members of senior management have responsibilities for all of our brands and tiers of brands, such that the responsibility for each brand and tier of brands is substantially disaggregated among the business functions.  No single person is solely responsible for the EBITDA, profitability or cash flows of a particular brand or tier of brands.  In part for this reason, our annual and long-term incentive awards for management level employees are based upon our adjusted EBITDA and excess cash flow on a consolidated company-wide basis and not by brand or tier of brands.

(3)       We note that the brand managers described in our response in the last bullet point below are not segment managers for purposes of ASC 280-10-50-7 as they do not have overall P&L responsibility for their brands or any tier of brands and instead are marketing managers, primarily focused on increasing sales through brand marketing, product packaging and product labeling.

4

In concluding that we operate as one segment, we also considered, among other things, the following factors:

Organizational Structure.  As described above, B&G Foods has a centralized management structure that is based upon functional area and not by brands or by tiers of brands.  Neither our corporate manufacturing personnel located at our headquarters nor our manufacturing facilities are organized by brand or tiers of brands and decisions about whether to self-manufacture or have products co-manufactured are not based upon brand or tiers of brands.  Even in the case of our sales function, managers are generally structured by customer and geography and not by brands or tier of brands.  As detailed in the organizational chart being provided to the Staff supplementally as Appendix A, there are no executive officers or vice presidents with specific brand or tier responsibility.

Performance Evaluations are Primarily Based upon Consolidated Results.  We note that (i) our board of directors, CODM and compensation committee each evaluates financial performance primarily on a consolidated basis; (ii) our annual bonus plan and long-term incentive compensation program are based upon consolidated financial results; and (iii) our acquisition strategy, which is our company’s primary strategy for achieving growth, is based upon growing our company’s net sales, adjusted EBITDA and cash flows on a consolidated basis instead of growing net sales, adjusted EBITDA and cash flows for any particular brand or tier of brands.

System Generated Reports do not Reflect Tiers.  None of our company’s systems generate reports based upon brand tier results.  Reports showing results by tier of brands, which are produced for the limited purposes set forth in our response to the next bullet point, are all manually created.  As a result, the most frequent reports generated for each department and our CODM do not break out sales, expenses or other financial performance measures by tier.  See for example the sample daily and weekly sales reports supplementally provided as Appendices B and C, distributed to senior managers, including the CODM.  It should also be noted, that in those manually generated reports that show allocated EBITDA and allocated expenses by tier, those financial measures are not prepared on a tier basis but instead are sum totals of the EBITDA and expenses for the individual brands within each tier.  And as noted above, those EBITDA and expense amounts are comprised of numerous subjective allocations and do not reflect specific identification of costs necessary to make resource allocation decisions.

Although we believe that we operate as a single operating segment, if one were to conclude that each of our three tiers of brands should be considered separate operating segments, it is our belief that in accordance with ASC-280-10-50-11 and as further described below, we would still have only one reportable segment, because our company would aggregate the brands into one reportable segment based on similar economic characteristics; products; production processes; types or classes of customers; distribution methods; and regulatory environment.

·                              An analysis of the significant public references to your tiered

CORRESP
1
filename1.htm

B&G   Foods, Inc.

Four Gatehall   Drive

Parsippany, NJ   07054

Tel:    (973) 401-6500

Fax:   (973) 630-6550

VIA EDGAR

October 4,   2013

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 29, 2012

Filed   February 26, 2013

File   No. 001-32316

Ladies and Gentlemen:

This letter is to confirm the telephone conversation between Ms. Kimberly Calder, Assistant Chief Accountant, and the undersigned on Thursday, October 3, 2013, regarding 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 September 5, 2013 (the “Comment Letter”).

The Staff had previously granted our request to extend the Company’s deadline to respond to the Comment Letter from September 19th to October 4th.  We are in the process of preparing our response to the Comment Letter.  However, as I explained in our telephone conversation yesterday, because the Company has been engaged in negotiations and document preparation for an acquisition that is expected to sign and close early next week and has also had to spend more time than expected on certain other corporate and legal matters, the Company requires additional time to fully and appropriately respond to the comments made by the Staff.  Therefore, we respectfully requested a further extension of time to respond to the Comment Letter and were advised that such request would be granted by the Staff.  We appreciate the Staff’s willingness to grant our request.  We intend to submit our response to you on or before Friday, October 11, 2013.

If you have any questions with respect to the foregoing, please contact me at (973) 630-6406.

Sincerely,

/s/   Scott E. Lerner

Scott   E. Lerner

Executive   Vice President, General Counsel and Secretary

Quality Foods Since 1889

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