B&G Foods (BGS) 10-Q 3 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Oct. 31, 2017
Document and Entity Information
Entity Registrant Name	B&G Foods, Inc.
Entity Central Index Key	1,278,027
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-30
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		66,496,333
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 22,615	$ 28,833
Trade accounts receivable, net	171,343	119,265
Inventories	487,390	356,590
Prepaid expenses and other current assets	33,601	26,399
Income tax receivable	9,567	10,787
Total current assets	724,516	541,874
Property, plant and equipment, net of accumulated depreciation of $192,867 and $169,474	266,381	245,344
Goodwill	615,770	614,278
Other intangibles, net	1,615,528	1,629,482
Other assets	6,292	4,625
Deferred income taxes	984	7,902
Total assets	3,229,471	3,043,505
Current liabilities:
Trade accounts payable	137,205	98,033
Accrued expenses	55,474	62,393
Current portion of long-term debt		10,515
Income tax payable	112	3,875
Dividends payable	30,921	30,879
Total current liabilities	223,712	205,695
Long-term debt	1,852,932	1,715,268
Other liabilities	17,779	21,405
Deferred income taxes	343,659	315,480
Total liabilities	2,438,082	2,257,848
Commitments and contingencies (Note 10)
Stockholders' equity:
Preferred stock, $0.01 par value per share. Authorized 1,000,000 shares; no shares issued or outstanding
Common stock, $0.01 par value per share. Authorized 125,000,000 shares; 66,496,333 and 66,406,314 shares issued and outstanding as of September 30, 2017 and December 31, 2016	665	664
Additional paid-in capital	297,303	387,699
Accumulated other comprehensive loss	(10,792)	(19,364)
Retained earnings	504,213	416,658
Total stockholders' equity	791,389	785,657
Total liabilities and stockholders' equity	$ 3,229,471	$ 3,043,505

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Consolidated Balance Sheets
Property, plant and equipment, accumulated depreciation (in dollars)	$ 192,867	$ 169,474
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, Authorized shares	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, Authorized shares	125,000,000	125,000,000
Common stock, shares issued	66,496,333	66,406,314
Common stock, shares outstanding	66,496,333	66,406,314

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016
Consolidated Statements of Operations
Net sales	$ 408,364	$ 318,247	$ 1,194,372	$ 977,601
Cost of goods sold	285,109	202,821	833,316	636,545
Gross profit	123,255	115,426	361,056	341,056
Operating expenses:
Selling, general and administrative expenses	43,019	42,465	146,244	115,989
Amortization expense	4,265	3,269	13,002	10,039
Impairment of intangible assets				5,405
Operating income	75,971	69,692	201,810	209,623
Other income and expenses:
Interest expense, net	23,374	17,974	65,019	55,535
Loss on extinguishment of debt			1,163	2,836
Other expense (income)	95	127	(2,865)	(2,173)
Income before income tax expense	52,502	51,591	138,493	153,425
Income tax expense	19,772	19,181	50,938	57,568
Net income	$ 32,730	$ 32,410	$ 87,555	$ 95,857
Weighted average shares outstanding:
Basic (in shares)	66,496,333	64,757,962	66,484,105	62,134,846
Diluted (in shares)	66,643,643	65,038,046	66,713,084	62,337,758
Earnings per share:
Basic (in dollars per share)	$ 0.49	$ 0.50	$ 1.32	$ 1.54
Diluted (in dollars per share)	0.49	0.50	1.31	1.54
Cash dividends declared per share (in dollars per share)	$ 0.465	$ 0.420	$ 1.395	$ 1.260

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016
Consolidated Statements of Comprehensive Income
Net income	$ 32,730	$ 32,410	$ 87,555	$ 95,857
Other comprehensive income (loss):
Foreign currency translation adjustments	713	(3,381)	8,350	(3,691)
Amortization of unrecognized prior service cost and pension deferrals, net of tax	120	66	222	244
Other comprehensive income (loss)	833	(3,315)	8,572	(3,447)
Comprehensive income	$ 33,563	$ 29,095	$ 96,127	$ 92,410

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016
Cash flows from operating activities:
Net income	$ 87,555	$ 95,857
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	36,284	26,813
Amortization of deferred debt financing costs and bond discount	4,263	4,101
Deferred income taxes	35,079	45,555
Impairment of intangible assets		5,405
Write-off of property, plant, and equipment	107
Loss on sale of assets	1,608
Loss on disposal of inventory		791
Loss on extinguishment of debt	1,163	2,836
Share-based compensation expense	4,284	4,457
Excess tax benefits from share-based compensation		(343)
Changes in assets and liabilities, net of effects of businesses acquired:
Trade accounts receivable	(52,044)	(20,551)
Inventories	(127,052)	(29,922)
Prepaid expenses and other current assets	(6,407)	(3,297)
Income tax receivable/payable	(3,025)	(3,286)
Other assets	(1,309)	(1,180)
Trade accounts payable	38,787	47,646
Accrued expenses	(8,130)	17,389
Other liabilities	(3,626)	507
Net cash provided by operating activities	7,537	192,778
Cash flows from investing activities:
Capital expenditures	(42,728)	(24,807)
Proceeds from sale of assets	2,229
Payments for acquisition of businesses, net of cash acquired	(117)
Net cash used in investing activities	(40,616)	(24,807)
Cash flows from financing activities:
Repayments of long-term debt	(233,640)	(150,000)
Proceeds from issuance of long-term debt	500,000
Repayments of borrowings under revolving credit facility	(221,000)	(50,000)
Borrowings under revolving credit facility	85,000	10,000
Proceeds from issuance of common stock, net	36	331,879
Dividends paid	(92,710)	(72,916)
Excess tax benefits from share-based compensation	820	343
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation	(1,962)	(1,410)
Debt financing costs	(8,637)
Net cash provided by financing activities	27,087	67,896
Effect of exchange rate fluctuations on cash and cash equivalents	(226)	(533)
Net (decrease) increase in cash and cash equivalents	(6,218)	235,334
Cash and cash equivalents at beginning of period	28,833	5,246
Cash and cash equivalents at end of period	22,615	240,580
Supplemental disclosures of cash flow information:
Cash interest payments	41,824	44,387
Cash income tax payments	15,084	15,406
Non-cash transactions:
Dividends declared and not yet paid	$ 30,921	27,891
Accruals related to purchases of property, plant and equipment		$ 1,604

Nature of Operations

Nature of Operations	9 Months Ended
	Sep. 30, 2017
Nature of Operations
Nature of Operations	(1) Nature of Operations B&G Foods, Inc. is a holding company whose principal assets are the shares of capital stock of its subsidiaries. Unless the context requires otherwise, references in this report to “B&G Foods,” “our company,” “we,” “us” and “our” refer to B&G Foods, Inc. and its subsidiaries. Our financial statements are presented on a consolidated basis. We operate in a single industry segment and manufacture, sell and distribute a diverse portfolio of high-quality shelf-stable and frozen foods across the United States, Canada and Puerto Rico. Our products include frozen and canned vegetables, hot cereals, fruit spreads, canned meats and beans, bagel chips, spices, seasonings, hot sauces, wine vinegar, maple syrup, molasses, salad dressings, pizza crusts, Mexican-style sauces, dry soups, taco shells and kits, salsas, pickles, peppers, tomato-based products, puffed corn and rice snacks, nut clusters and other specialty products. Our products are marketed under many recognized brands, including Ac’cent , B&G , B&M , Baker’s Joy , Bear Creek Country Kitchens , Brer Rabbit , Canoleo , Cary’s , Cream of Rice , Cream of Wheat , Devonsheer , Don Pepino , Durkee , Emeril’s , Grandma’s Molasses , Green Giant , JJ Flats , Joan of Arc , Las Palmas , Le Sueur , MacDonald’s , Mama Mary’s , Maple Grove Farms of Vermont , Molly McButter , Mrs. Dash , New York Flatbreads , New York Style , Old London , Original Tings , Ortega , Pirate’s Booty , Polaner , Red Devil , Regina , Sa-són , Sclafani , Smart Puffs , Spice Islands , Spring Tree , Sugar Twin , Tone’s , Trappey’s , TrueNorth , Underwood , Vermont Maid , Victoria , Weber , and Wright’s . See Note 16, “Subsequent Event.” We also sell and distribute Static Guard , a household product brand . We compete in the retail grocery, foodservice, specialty, private label, club and mass merchandiser channels of distribution. We sell and distribute our products directly and via a network of independent brokers and distributors to supermarket chains, foodservice outlets, mass merchants, warehouse clubs, non-food outlets and specialty distributors.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2017
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	(2) Summary of Significant Accounting Policies Fiscal Year Typically, our fiscal quarters and fiscal year consist of 13 and 52 weeks, respectively, ending on the Saturday closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar quarter in the case of our fiscal quarters. As a result, a 53 rd week is added to our fiscal year every five or six years. In a 53-week fiscal year our fourth fiscal quarter contains 14 weeks. Our fiscal year ending December 30, 2017 (fiscal 2017) and our fiscal year ended December 31, 2016 (fiscal 2016) each contain 52 weeks. Each quarter of fiscal 2017 and 2016 contains 13 weeks. Basis of Presentation The accompanying unaudited consolidated interim financial statements for the thirteen and thirty-nine week periods ended September 30, 2017 (third quarter and first three quarters of 2017) and October 1, 2016 (third quarter and first three quarters of 2016) have been prepared by our company in accordance with accounting principles generally accepted in the United States of America pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), and include the accounts of B&G Foods, Inc. and its subsidiaries. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. However, our management believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated interim financial statements contain all adjustments that are, in the opinion of management, necessary to present fairly our consolidated financial position as of September 30, 2017, and the results of our operations, comprehensive income and cash flows for the third quarter and first three quarters of 2017 and 2016. Our results of operations for the third quarter and first three quarters of 2017 are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited consolidated interim financial statements. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for fiscal 2016 filed with the SEC on March 1, 2017. Certain prior year amounts have been reclassified to conform to the current year presentation. (2) Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates and assumptions made by management involve trade and consumer promotion expenses; allowances for excess, obsolete and unsaleable inventories; pension benefits; acquisition accounting fair value allocations; the recoverability of goodwill, other intangible assets, property, plant and equipment and deferred tax assets; and the determination of the useful life of customer relationship and amortizable trademark intangibles. Actual results could differ significantly from these estimates and assumptions. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors that management believes to be reasonable under the circumstances, including the current economic environment. We adjust such estimates and assumptions when facts and circumstances dictate. Volatility in the credit and equity markets can increase the uncertainty inherent in such estimates and assumptions. Newly Adopted Accounting Standards In March 2016, the Financial Accounting Standards Board (FASB) issued a new accounting standards update (ASU) that changes the accounting for certain aspects of share-based payments to employees. The new guidance requires that excess tax benefits (which represent the excess of actual tax benefits received at the date of vesting or settlement over the benefits recognized over the vesting period or upon issuance of share-based payments) and tax deficiencies (which represent the amount by which actual tax benefits received at the date of vesting or settlement is lower than the benefits recognized over the vesting period or upon issuance of share-based payments) be recorded in the income statement as a reduction of income taxes when the awards vest or are settled. The new guidance also requires excess tax benefits to be classified as an operating activity in the statement of cash flows rather than as a financing activity. We adopted the provisions of this ASU at the beginning of fiscal 2017 and applied the required changes in accounting principle on a prospective basis. As a result of this adoption, we recognized discrete tax benefits of $0.8 million in the income taxes line item of our consolidated statement of operations for the first three quarters of 2017 related to excess tax benefits upon vesting or settlement in that period. We elected to adopt the cash flow presentation of the excess tax benefits prospectively, commencing with our statement of cash flows for the first quarter of 2017, where these benefits are classified along with other income tax cash flows as an operating activity. We excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of our diluted earnings per share for the first three quarters of 2017. In November 2015, the FASB issued a new ASU that requires deferred tax assets and liabilities to be classified as noncurrent on the balance sheet. The ASU is effective beginning with the first quarter of fiscal 2017. We adopted the provisions of this ASU at the beginning of fiscal 2017 and applied the required changes in accounting principle on a retrospective basis. Accordingly, in our consolidated balance sheet as of December 31, 2016, $7.9 million of deferred tax assets were reclassified from current assets to noncurrent assets. The update impacted presentation and disclosure only, and therefore, the adoption of this ASU did not have any impact on our results of operations or liquidity. In July 2015, the FASB issued a new ASU that simplifies the subsequent measurement of inventories by replacing the current lower of cost or market test with a lower of cost and net realizable value test. We adopted the provisions of this ASU at the beginning of fiscal 2017. The adoption of this ASU did not have any impact on our consolidated financial position, results of operations or liquidity. (2) Recently Issued Accounting Standards In March 2017, the FASB issued a new ASU that improves the presentation of net periodic pension cost and net periodic postretirement benefit cost. The new guidance revises how employers that sponsor defined benefit pension and other postretirement plans present the net periodic benefit cost in their income statement and requires that the service cost component of net periodic benefit cost be presented in the same income statement line items as other employee compensation costs from services rendered during the period. The update is effective beginning with the first quarter of fiscal 2019. We have not yet determined the impact from adoption of the ASU on our financial statements. In January 2017, the FASB issued a new ASU which clarifies the definition of a business. The new guidance changes the definition of a business to assist entities in evaluating when a set of transferred assets and activities constitutes a business. The update is effective beginning with the first quarter of 2018. We have not yet determined the impact from adoption of the ASU on our financial statements. In January 2017, the FASB issued a new ASU that simplifies the subsequent measurement of goodwill, including the elimination of the second step from the goodwill impairment test. The update is effective for annual or any interim impairment tests in fiscal 2020 or later. The adoption of this ASU will not have any impact on our consolidated financial position, results of operations or liquidity. In February 2016, the FASB issued a new ASU that requires lessees to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current guidance. The update is effective beginning with the first quarter of fiscal 2019. We have not yet determined the impact from adoption of the ASU on our financial statements. In May 2014, the FASB issued guidance on revenue recognition, with final guidance issued in 2016. The guidance provides for a five-step model to determine the revenue to be recognized from the transfer of goods or services to customers. The guidance also requires improved disclosures to help users of the financial statements better understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. It also provides clarification for principal versus agent considerations, identifying performance obligations and the accounting of intellectual property licenses. In addition, the FASB introduced practical expedients related to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes. The two permitted transition methods under the guidance are the full retrospective approach or a cumulative effect adjustment to the opening retained earnings in the year of adoption (cumulative effect approach). We have not yet made a determination as to which transition method we will be using. We plan to adopt the new guidance when it becomes effective on December 31, 2017, the first day of our fiscal 2018. We have established a project plan and completed an initial review of our revenue contracts to assess the impact of the guidance on our revenue contracts by reviewing our current accounting policies and practices to identify potential differences that would result from applying the new requirements to our revenue contracts. We are also in the process of evaluating the impact, if any, on changes to our controls to support recognition and disclosures under the new guidance. Based on the foregoing, we do not expect the adoption of the new standard to have a material effect on our consolidated financial statements.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2017
Acquisitions.
Acquisitions	(3) Acquisitions On December 2, 2016, we acquired Victoria Fine Foods, LLC, and a related entity, from Huron Capital Partners and certain other sellers for a purchase price of $72.0 million in cash. We refer to this acquisition as the “ Victoria acquisition.” On November 21, 2016, we completed the acquisition of the spices & seasonings business of ACH Food Companies, Inc. for a purchase price of $366.9 million. We refer to this acquisition as the “spices & seasonings acquisition.” In connection with the acquisition, as of September 30, 2017, we had receivables related to a transition services agreement with ACH Food Companies of $1.0 million included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. As of December 31, 2016, we had payables related to the transition services agreement of $12.6 million included in accrued expenses in the accompanying consolidated balance sheets. (3) Acquisitions (Continued) We have accounted for each of these acquisitions using the acquisition method of accounting and, accordingly, have included the assets acquired, liabilities assumed and results of operations in our consolidated financial statements from the respective date of acquisition. The excess of the purchase price over the fair value of identifiable net assets acquired represents goodwill. Unamortizable trademarks are deemed to have an indefinite useful life and are not amortized. Customer relationship intangibles and amortizable trademarks acquired are amortized over 10 to 20 years. Goodwill and other intangible assets, except in the case of the Victoria acquisition, are deductible for income tax purposes. Inventory has been recorded at estimated selling price less costs of disposal and a reasonable selling profit and the property, plant and equipment and other intangible assets (including trademarks, customer relationships and other intangibles) acquired have been recorded at fair value as determined by our management with the assistance of a third-party valuation specialist. See Note 5, “Goodwill and Other Intangible Assets.” The following table sets forth the preliminary allocation of the Victoria acquisition purchase price to the estimated fair value of the net assets acquired at the date of acquisition. The preliminary purchase price allocation may be adjusted as a result of the finalization of our purchase price allocation procedures related to the assets acquired and liabilities assumed. We anticipate completing the purchase price allocation during the fourth quarter of fiscal 2017. Victoria Acquisition (dollars in thousands): Purchase Price: Cash paid $ 71,972 Total $ 71,972 Preliminary Allocation: Trademarks—unamortizable intangible assets 45,500 Goodwill 12,745 Property, plant and equipment 9,298 Inventory 5,729 Customer relationship intangibles—amortizable intangible assets 6,400 Long-term deferred income tax liabilities, net (5,653) Other working capital (2,047) Total $ 71,972 (3) Acquisitions (Continued) The following table sets forth the preliminary allocation of the spices & seasonings acquisition purchase price to the estimated fair value of the net assets acquired at the date of acquisition. The preliminary purchase price allocation may be adjusted as a result of the finalization of our purchase price allocation procedures related to the assets acquired and liabilities assumed. We anticipate completing the purchase price allocation during the fourth quarter of fiscal 2017. Spices & Seasonings Acquisition (dollars in thousands): Purchase Price: Cash paid $ 366,932 Total $ 366,932 Preliminary Allocation: Goodwill 120,108 Customer relationship intangibles—amortizable intangible assets 89,250 Trademarks—unamortizable intangible assets 65,200 Property, plant and equipment 62,193 Inventory 49,571 Other liabilities (17,502) (1) Other working capital (1,888) Total $ 366,932 ________________________________________ (1) In connection with the spices & seasonings acquisition, we agreed to establish a defined benefit plan for certain employees transferred to B&G Foods and certain former employees of the acquired spices & seasonings business. We also agreed to assume certain liabilities relating to the underfunded status of the former plan that such employees participated in prior to the acquisition. At September 30, 2017 and December 31, 2016, we recognized $13.7 million and $17.5 million, respectively, in “other liabilities” in the accompanying consolidated balance sheet to reflect our obligations with respect to the underfunded status of the defined benefit plan assets and liabilities transferred to us. On August 19, 2017, we entered into an agreement to acquire Back to Nature Foods Company, LLC and related entities from Brynwood Partners VI L.P., Mondelēz International and certain other sellers for approximately $162.5 million in cash, subject to customary closing and post-closing working capital adjustments. We completed the acquisition on October 2, 2017. We funded the acquisition and related fees and expenses with additional revolving loans under our existing credit facility See Note 16, “Subsequent Event.” We refer to this acquisition as the “ Back to Nature acquisition.” (3) Acquisitions (Continued) Unaudited Pro Forma Summary of Operations The following pro forma summary of operations for the third quarter and first three quarters of 2016 presents our operations as if the spices & seasonings acquisition had occurred as of the beginning of fiscal 2016. In addition to including the results of operations of this acquisition, the pro forma information gives effect to the interest on additional borrowings and the amortization of customer relationship intangibles. On an actual basis, the spices & seasonings business contributed $70.4 million and $200.9 million, respectively, of consolidated net sales for the third quarter and first three quarters of 2017. Thirteen Weeks Ended Thirty-nine Weeks Ended October 1, 2016 October 1, 2016 (dollars in thousands, except per share data) Net sales $ 377,689 $ 1,155,926 Net income $ 36,540 $ 112,128 Basic earnings per share $ 0.63 $ 1.75 Diluted earnings per share $ 0.63 $ 1.74 The pro forma information presented above does not purport to be indicative of the results that actually would have been attained had the spices & seasonings acquisition occurred as of the beginning of fiscal 2016, and is not intended to be a projection of future results. The Victoria acquisition was not material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented.

Inventories

Inventories	9 Months Ended
	Sep. 30, 2017
Inventories
Inventories	(4) Inventories are stated at the lower of cost or market and include direct material, direct labor, overhead, warehousing and product transfer costs. Cost is determined using the first-in, first-out and average cost methods. Inventories have been reduced by an allowance for excess, obsolete and unsaleable inventories. The allowance is an estimate based on management’s review of inventories on hand compared to estimated future usage and sales. Inventories consist of the following, as of the dates indicated (in thousands): September 30, 2017 December 31, 2016 Raw materials and packaging $ 73,508 $ 60,532 Work-in-process 124,676 98,664 Finished goods 289,206 197,394 Total $ $

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	9 Months Ended
	Sep. 30, 2017
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets	(5) The carrying amounts of goodwill and other intangible assets, as of the dates indicated, consist of the following (in thousands): September 30, 2017 December 31, 2016 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Amortizable Intangible Assets Trademarks $ 6,800 $ 2,002 $ 4,798 $ 6,800 $ 1,662 $ 5,138 Customer relationships 330,290 93,361 236,929 330,290 80,847 249,443 Seed technology (1) — — — 2,000 900 1,100 $ 337,090 $ 95,363 $ 241,727 $ 339,090 $ 83,409 $ 255,681 Unamortizable Intangible Assets Goodwill $ 615,770 $ 614,278 Trademarks $ 1,373,801 $ 1,373,801 ________________________________________ (1) During the first quarter of 2017, we sold to a third-party co-packer our Le Sueur, Minnesota research center, including the seed technology assets and property, plant and equipment, that we acquired in 2015 as part of the Green Giant acquisition, resulting in a $1.6 million loss on sale of assets. Amortization expense associated with amortizable intangible assets for the third quarter and first three quarters of 2017 was $4.3 million and $13.0 million, respectively, and is recorded in operating expenses. Amortization expense associated with amortizable intangible assets for the third quarter and first three quarters of 2016 was $3.3 million and $10.0 million, respectively. We expect to recognize an additional $4.3 million of amortization expense associated with our amortizable intangible assets during the remainder of fiscal 2017, and thereafter $17.1 million of amortization expense in each of the fiscal years 2018 through 2021. See Note 3, “Acquisitions.”

Long-Term Debt

Long-Term Debt	9 Months Ended
	Sep. 30, 2017
Long-Term Debt
Long-Term Debt	(6) Long-term debt consists of the following, as of the dates indicated (in thousands): September 30, 2017 December 31, 2016 Revolving credit loans $ 40,000 $ 176,000 Tranche A term loans due 2019 — 233,640 Tranche B term loans due 2022 640,110 640,110 4.625% senior notes due 2021 700,000 700,000 5.25% senior notes due 2025 500,000 — Unamortized deferred financing costs (24,790) (20,986) Unamortized discount (2,388) (2,981) Total long-term debt, net of unamortized deferred financing costs and discount 1,852,932 1,725,783 Current portion of long-term debt — (10,515) Long-term debt, net of unamortized deferred financing costs and discount, and excluding current portion $ 1,852,932 $ 1,715,268 As of September 30, 2017, the aggregate contractual maturities of long-term debt are as follows (in thousands): Years ending December: 2017 $ — 2018 — 2019 40,000 2020 — 2021 700,000 Thereafter 1,140,110 Total $ 1,880,110 Senior Secured Credit Agreement. On March 30, 2017, we refinanced our senior secured credit facility. The refinancing reduced by 0.75% the spread over LIBOR or the applicable base rate on $640.1 million of tranche B term loans. On April 3, 2017, we repaid all of the outstanding borrowings and amounts due under our revolving credit facility and tranche A term loans using a portion of the net proceeds of our registered public offering of $500.0 million aggregate principal amount of 5.25% senior notes due 2025. At September 30, 2017, $640.1 million of tranche B term loans and $40.0 million of revolving loans were outstanding under our credit agreement. At September 30, 2017, the available borrowing capacity under our revolving credit facility, net of outstanding letters of credit of $2.0 million, was $458.0 million. See Note 16, “Subsequent Event.” Proceeds of the revolving credit facility may be used for general corporate purposes, including acquisitions of targets in the same or a similar line of business as our company, subject to specified criteria. We are required to pay a commitment fee of 0.50% per annum on the unused portion of the revolving credit facility. The maximum letter of credit capacity under the revolving credit facility is $50.0 million, with a fronting fee of 0.25% per annum for all outstanding letters of credit and a letter of credit fee equal to the applicable margin for revolving loans that are Eurodollar (LIBOR) loans. The revolving credit facility matures on June 5, 2019. The entire $640.1 million principal amount of tranche B term loans outstanding are due and payable at maturity on November 2, 2022. (6) We may prepay the term loans or permanently reduce the revolving credit facility commitment under the credit agreement at any time without premium or penalty (other than customary “breakage” costs with respect to the early termination of LIBOR loans). Subject to certain exceptions, the credit agreement provides for mandatory prepayment upon certain asset dispositions or casualty events and issuances of indebtedness. Interest under the revolving credit facility, including any outstanding letters of credit, is determined based on alternative rates that we may choose in accordance with the credit agreement, including a base rate per annum plus an applicable margin ranging from 0.50% to 1.00%, and LIBOR plus an applicable margin ranging from 1.50% to 2.00%, in each case depending on our consolidated leverage ratio. At September 30, 2017, the revolving credit facility interest rate was approximately 3.24%. Interest under the tranche B term loan facility is determined based on alternative rates that we may choose in accordance with the credit agreement, including a base rate per annum plus an applicable margin of 1.25%, and LIBOR plus an applicable margin of 2.25%. At September 30, 2017, the tranche B term loan interest rate was approximately 3.49%. Our obligations under the credit agreement are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries. The credit agreement is secured by substantially all of our and our domestic subsidiaries’ assets except our and our domestic subsidiaries’ real property. The credit agreement contains customary restrictive covenants, subject to certain permitted amounts and exceptions, including covenants limiting our ability to incur additional indebtedness, pay dividends and make other restricted payments, repurchase shares of our outstanding stock and create certain liens. The credit agreement also contains certain financial maintenance covenants, which, among other things, specify a maximum consolidated leverage ratio and a minimum interest coverage ratio, each ratio as defined in the credit agreement. Our consolidated leverage ratio (defined as the ratio of our consolidated net debt, as of the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA for such period), may not exceed 6.50 to 1.00. We are also required to maintain a consolidated interest coverage ratio of at least 1.75 to 1.00 as of the last day of any period of four consecutive fiscal quarters. As of September 30, 2017, we were in compliance with all of the covenants, including the financial covenants, in the credit agreement. The credit agreement also provides for an incremental term loan and revolving loan facility, pursuant to which we may request that the lenders under the credit agreement, and potentially other lenders, provide unlimited additional amounts of term loans or revolving loans or both on terms substantially consistent with those provided under the credit agreement. Among other things, the utilization of the incremental facility is conditioned on our ability to meet a maximum senior secured leverage ratio of 4.00 to 1.00, and a sufficient number of lenders or new lenders agreeing to participate in the facility. 4.625% S enior Notes due 2021. On June 4, 2013, we issued $700.0 million aggregate principal amount of 4.625% senior notes due 2021 at a price to the public of 100% of their face value. Interest on the 4.625% senior notes is payable on June 1 and December 1 of each year. The 4.625% senior notes will mature on June 1, 2021, unless earlier retired or redeemed. We may redeem some or all of the 4.625% senior notes at a redemption price of 103.469% beginning June 1, 2016 and thereafter at prices declining annually to 100% on or after June 1, 2019, in each case plus accrued and unpaid interest to the date of redemption. In addition, if we undergo a change of control or upon certain asset sales, we may be required to offer to repurchase the 4.625% senior notes at the repurchase price set forth in the indenture plus accrued and unpaid interest to the date of repurchase. We may also, from time to time, seek to retire the 4.625% senior notes through cash repurchases of the 4.625% senior notes and/or exchanges of the 4.625% senior notes for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. (6) Our obligations under the 4.625% senior notes are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries. The 4.625% senior notes and the subsidiary guarantees are our and the guarantors’ general unsecured obligations and are effectively junior in right of payment to all of our and the guarantors’ secured indebtedness and to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries; are pari passu in right of payment to all of our and the guarantors’ existing and future unsecured senior debt; and are senior in right of payment to all of our and the guarantors’ future subordinated debt. Our foreign subsidiaries are not guarantors, and any future foreign or partially owned domestic subsidiaries will not be guarantors, of the 4.625% senior notes. The indenture governing the 4.625% senior notes contains covenants with respect to us and the guarantors and restricts the incurrence of additional indebtedness and the issuance of capital stock; the payment of dividends or distributions on, and redemption of, capital stock; a number of other restricted payments, including certain investments; creation of specified liens, certain sale-leaseback transactions and sales of certain specified assets; fundamental changes, including consolidation, mergers and transfers of all or substantially all of our assets; and specified transactions with affiliates. Each of the covenants is subject to a number of important exceptions and qualifications. As of September 30, 2017, we were in compliance with all of the covenants in the indenture governing the 4.625% senior notes. 5.25% Senior Notes due 2025 . On April 3, 2017, we issued $500.0 million aggregate principal amount of 5.25% senior notes due 2025 at a price to the public of 100% of their face value. We used the net proceeds of the offering to repay all of the outstanding borrowings and amounts due under our revolving credit facility and tranche A term loans, and to pay related fees and expenses. We intend to use the remaining net proceeds for general corporate purposes, which could include, among other things, repayment of other long term debt or possible acquisitions. Interest on the 5.25% senior notes is payable on April 1 and October 1 of each year, commencing October 1, 2017. The 5.25% senior notes will mature on April 1, 2025, unless earlier retired or redeemed. On or after April 1, 2020, we may redeem some or all of the 5.25% senior notes at a redemption price of 103.9375% beginning April 1, 2020 and thereafter at prices declining annually to 100% on or after April 1, 2023, in each case plus accrued and unpaid interest to the date of redemption. In addition, if we undergo a change of control or upon certain asset sales, we may be required to offer to repurchase the 5.25% senior notes at the repurchase price set forth in the indenture plus accrued and unpaid interest to the date of repurchase. We may also, from time to time, seek to retire the 5.25% senior notes through cash repurchases of the 5.25% senior notes and/or exchanges of the 5.25% senior notes for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. Our obligations under the 5.25% senior notes are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries. The 5.25% senior notes and the subsidiary guarantees are our and the guarantors’ general unsecured obligations and are effectively junior in right of payment to all of our and the guarantors’ secured indebtedness and to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries; are pari passu in right of payment to all of our and the guarantors’ existing and future unsecured senior debt; and are senior in right of payment to all of our and the guarantors’ future subordinated debt. Our foreign subsidiaries are not guarantors, and any future foreign or partially owned domestic subsidiaries will not be guarantors, of the 5.25% senior notes. The indenture governing the 5.25% senior notes contains covenants with respect to us and the guarantors and restricts the incurrence of additional indebtedness and the issuance of capital stock; the payment of dividends or distributions on, and redemption of, capital stock; a number of other restricted payments, including certain investments; creation of specified liens, certain sale-leaseback transactions and sales of certain specified assets; fundamental changes, including consolidation, mergers and transfers of all or substantially all of our assets; and specified transactions with affiliates. Each of the covenants is subject to a number of important exceptions and qualifications. (6) Subsidiary Guarantees. We have no assets or operations independent of our direct and indirect subsidiaries. All of our present domestic subsidiaries jointly and severally and fully and unconditionally guarantee our long-term debt. There are no significant restrictions on our ability and the ability of our subsidiaries to obtain funds from our respective subsidiaries by dividend or loan. See Note 15, “Guarantor and Non-Guarantor Financial Information.” Accrued Interest . At September 30, 2017 and December 31, 2016, accrued interest of $23.9 million and $5.0 million, respectively, is included in accrued expenses in the accompanying unaudited consolidated balance sheets. Deferred Debt Financing Costs . During the first three quarters of 2017, we capitalized $7.4 million of debt financing costs relating to our issuance of the 5.25% senior notes and $1.2 million of debt financing costs relating to the refinancing of our tranche B term loans. Loss on Extinguishment of Debt . During the second quarter of 2017, the repayment of all outstanding borrowings under the tranche A term loans resulted in a loss on extinguishment of debt, which includes the write-off of deferred debt financing costs of $0.9 million and the write-off of unamortized discount of $0.2 million. During the first quarter of 2017, we incurred a loss on extinguishment of debt in connection with the refinancing of our tranche B term loans, which includes the write-off of deferred debt financing costs and the write-off of unamortized discount of less than $0.1 million. During the first quarter of 2016, we incurred a loss on extinguishment of debt in connection with the repayment of $40.1 million aggregate principal amount of our tranche A term loans and $109.9 million aggregate principal amount of our tranche B term loans. The loss on extinguishment includes the write-off of deferred debt financing costs of $2.2 million and the write-off of unamortized discount of $0.6 million.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2017
Fair Value Measurements
Fair Value Measurements	(7) The authoritative accounting literature relating to fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The accounting literature outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under generally accepted accounting principles, certain assets and liabilities must be measured at fair value, and the accounting literature details the disclosures that are required for items measured at fair value. Financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy under the accounting literature. The three levels are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value driver is observable for the asset or liability, either directly or indirectly. Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. Cash and cash equivalents, trade accounts receivable, income tax receivable, trade accounts payable, accrued expenses, income tax payable and dividends payable are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments. (7) The carrying values and fair values of our revolving credit loans, term loans and senior notes as of September 30, 2017 and December 31, 2016 are as follows (in thousands): September 30, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans 40,000 40,000 (1) 176,000 176,000 (1) Tranche A term loans due 2019 — — 233,378 (2) 232,795 (1) Tranche B term loans due 2022 637,722 (3) 641,707 (1) 637,391 (3) 645,358 (1) 4.625% senior notes due 2021 700,000 713,125 (4) 700,000 714,000 (4) 5.25% senior notes due 2025 500,000 509,375 (4) — — (1) Fair values are estimated based on Level 2 inputs, which were quoted prices for identical or similar instruments in markets that are not active. (2) The carrying values of the tranche A term loans are net of discount. On April 3, 2017, we repaid all of the outstanding borrowings and amounts due under our tranche A term loans. At December 31, 2016, the face amounts of the tranche A term loans were $233.6 million. (3) The carrying values of the tranche B term loans are net of discount. At September 30, 2017 and December 31, 2016, the face amounts of the tranche B term loans were $640.1 million. (4) Fair values are estimated based on quoted market prices. There was no Level 3 activity during the third quarter or first three quarters of 2017 or 2016.

Accumulated Other Comprehensive

Accumulated Other Comprehensive Loss	9 Months Ended
	Sep. 30, 2017
Accumulated Other Comprehensive Loss.
Accumulated Other Comprehensive Loss	(8) The reclassifications from accumulated other comprehensive loss (AOCL) for the third quarter and first three quarters of 2017 and 2016 are as follows (in thousands): Amounts Reclassified from AOCL Thirteen Weeks Ended Thirty-nine Weeks Ended Affected Line Item in September 30, October 1, September 30, October 1, the Statement Where Details about AOCL Components 2017 2016 2017 2016 Net Income is Presented Defined benefit pension plan items Amortization of unrecognized prior service cost $ 9 $ 11 $ 27 $ 33 See (1) below Amortization of unrecognized loss 185 95 331 359 See (1) below 194 106 358 392 Total before tax (74) (40) (136) (148) Income tax expense Total reclassification $ 120 $ 66 $ 222 $ 244 Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 9, “Pension Benefits” for additional information. (8) Changes in AOCL for the first three quarters of 2017 are as follows (in thousands): Foreign Currency Defined Benefit Translation Pension Plan Items Adjustments Total Beginning balance $ (7,200) $ (12,164) $ (19,364) Other comprehensive income before reclassifications — 8,350 8,350 Amounts reclassified from AOCL 222 — 222 Net current period other comprehensive income 222 8,350 8,572 Ending balance $ (6,978) $ (3,814) $ (10,792)

Pension Benefits

Pension Benefits	9 Months Ended
	Sep. 30, 2017
Pension Benefits
Pension Benefits	(9) Company Sponsored Defined Benefit Pension Plans . Net periodic pension cost for company sponsored defined benefit pension plans for the third quarter and first three quarters of 2017 and 2016 includes the following components (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Service cost—benefits earned during the period $ 1,798 $ $ 4,538 $ Interest cost on projected benefit obligation 1,284 3,714 Expected return on plan assets (1,771) (5,271) Amortization of unrecognized prior service cost 9 27 Amortization of unrecognized loss 185 95 331 359 Net periodic pension cost $ 1,505 $ 441 $ 3,339 $ 1,665 During the first three quarters of 2017, we made $8.5 million of defined benefit pension plan contributions. We do not plan to make additional contributions during the remainder of fiscal 2017. Multi-Employer Defined Benefit Pension Plan . We also contribute to the Bakery and Confectionery Union and Industry International Pension Fund (EIN 52-6118572, Plan No. 001), a multi-employer defined benefit pension plan, sponsored by the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union (BCTGM). The plan provides multiple plan benefits with corresponding contribution rates that are collectively bargained between participating employers and their affiliated BCTGM local unions. We were notified that for the plan year beginning January 1, 2012, the plan was in critical status and classified in the Red Zone. As of the date of the accompanying unaudited consolidated interim financial statements, the plan remains in critical status. The law requires that all contributing employers pay to the plan a surcharge to help correct the plan’s financial situation. The amount of the surcharge is equal to a percentage of the amount an employer is otherwise required to contribute to the plan under the applicable collective bargaining agreement. During the second quarter of 2015, we agreed to a collective bargaining agreement that, among other things, implements a rehabilitation plan. As a result, our contributions to the plan are expected to increase by at least 5.0% per year. B&G Foods made contributions to the plan of $0.7 million in the first three quarters of 2017 and expects to pay surcharges of less than $0.1 million in fiscal 2017 assuming consistent hours are worked. B&G Foods contributed $0.8 million in fiscal 2016 and paid less than $0.1 million in surcharges. These contributions represented less than five percent of total contributions made to the plan.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies
Commitments and Contingencies	(10) Operating Leases . As of September 30, 2017, future minimum lease payments under non-cancelable operating leases in effect at quarter-end (with initial or remaining lease terms in excess of one year) for the periods set forth below were as follows (in thousands): Fiscal year ending: 2017 $ 2,643 2018 9,645 2019 8,632 2020 8,163 2021 6,106 Thereafter 8,060 Total $ 43,249 Legal Proceedings. We are from time to time involved in various claims and legal actions arising in the ordinary course of business, including proceedings involving product liability claims, product labeling claims, worker’s compensation and other employee claims, and tort and other general liability claims, as well as trademark, copyright, patent infringement and related claims and legal actions. While we cannot predict with certainty the results of these claims and legal actions in which we are currently or in the future may be involved, we do not expect that the ultimate disposition of any currently pending claims or actions will have a material adverse effect on our consolidated financial position, results of operations or liquidity. Environmental. We are subject to environmental laws and regulations in the normal course of business. We did not make any material expenditures during the first three quarters of 2017 or 2016 in order to comply with environmental laws and regulations. Based on our experience to date, management believes that the future cost of compliance with existing environmental laws and regulations (and liability for any known environmental conditions) will not have a material adverse effect on our consolidated financial position, results of operations or liquidity. However, we cannot predict what environmental or health and safety legislation or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted, nor can we predict the amount of future expenditures that may be required in order to comply with such environmental or health and safety laws or regulations or to respond to such environmental claims. Collective Bargaining Agreements. As of September 30, 2017, approximately 1,550 of our 2,548 employees, or 60.8%, were covered by collective bargaining agreements. None of our collective bargaining agreements is scheduled to expire within one year. Severance and Change of Control Agreements. We have employment agreements with each of our executive officers except for our interim chief financial officer. The agreements generally continue until terminated by the executive or by us, and provide for severance payments under certain circumstances, including termination by us without cause (as defined in the agreements) or as a result of the employee’s death or disability, or termination by us or a deemed termination upon a change of control (as defined in the agreements). Severance benefits generally include payments for salary continuation, continuation of health care and insurance benefits, present value of additional pension credits and, in the case of a change of control, accelerated vesting under compensation plans and, in certain cases, potential gross up payments for excise tax liability.

Earnings per Share

Earnings per Share	9 Months Ended
	Sep. 30, 2017
Earnings per Share
Earnings per Share	(11) Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding plus all additional shares of common stock that would have been outstanding if potentially dilutive shares of common stock had been issued upon the exercise of stock options or in connection with performance shares that may be earned under long-term incentive awards as of the grant date, in the case of the stock options, and as of the beginning of the period, in the case of the performance shares, using the treasury stock method. For the third quarter of 2017 there were 349,015 and for the third quarter of 2016 there were 22,692 shares of common stock issuable upon the exercise of stock options excluded from the calculation of diluted weighted average shares outstanding because the effect would have been anti-dilutive on diluted earnings per share. Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Weighted average shares outstanding: Basic 66,496,333 64,757,962 66,484,105 62,134,846 Net effect of potentially dilutive share-based compensation awards 147,310 280,084 228,979 202,912 Diluted 66,643,643 65,038,046 66,713,084 62,337,758

Business and Credit Concentrati

Business and Credit Concentrations and Geographic Information	9 Months Ended
	Sep. 30, 2017
Business and Credit Concentrations and Geographic Information
Business and Credit Concentrations and Geographic Information	(12) Business and Credit Concentrations and Geographic Information Our exposure to credit loss in the event of non-payment of accounts receivable by customers is estimated in the amount of the allowance for doubtful accounts. We perform ongoing credit evaluations of the financial condition of our customers. Our top ten customers accounted for approximately 53.8% and 55.3% of consolidated net sales for the first three quarters of 2017 and 2016, respectively. Our top ten customers accounted for approximately 47.9% and 53.4% of our consolidated trade accounts receivables as of September 30, 2017 and December 31, 2016, respectively. Other than Wal-Mart, which accounted for 24.7% and 24.3% of our consolidated net sales for the first three quarters of 2017 and 2016, respectively, no single customer accounted for more than 10.0% of our consolidated net sales for the first three quarters of 2017 or 2016. Other than Wal-Mart, which accounted for 23.6% and 21.2% of our consolidated trade accounts receivables as of September 30, 2017 and December 31, 2016, respectively, no single customer accounted for more than 10.0% of our consolidated trade accounts receivables. As of September 30, 2017, we do not believe we have any significant concentration of credit risk with respect to our consolidated trade accounts receivable with any single customer whose failure or nonperformance would materially affect our results other than as described above with respect to Wal-Mart. During the first three quarters of 2017 and 2016, our sales to customers in foreign countries represented approximately 6.4% and 8.4%, respectively, of net sales. Our foreign sales are primarily to customers in Canada.

Share-Based Payments

Share-Based Payments	9 Months Ended
	Sep. 30, 2017
Share-Based Payments
Share-Based Payments	(13) Our company makes annual grants of stock options and performance share long-term incentive awards (LTIAs) to our executive officers and certain other members of senior management. The performance share LTIAs entitle the participants to earn shares of common stock upon the attainment of certain performance goals. In addition, our non-employee directors receive annual equity grants as part of their non-employee director compensation and may elect to receive a portion of their annual cash retainer in stock options. (13) The following table details our stock option activity for the first three quarters of fiscal 2017 (dollars in thousands, except per share data): Weighted Weighted Average Average Contractual Life Aggregate Options Exercise Price Remaining (Years) Intrinsic Value Outstanding at beginning of fiscal 2017 714,580 $ 31.65 Granted 159,385 $ 41.31 Exercised (1,300) $ 27.77 Forfeited (35,758) $ 28.31 Outstanding at end of third quarter of 2017 836,907 $ 33.42 7.87 $ 4,227 Exercisable at end of third quarter of 2017 24,396 $ 42.62 8.61 $ 12 The fair value of the options was estimated on the date of grant using the Black-Scholes option-pricing model utilizing certain assumptions. Expected volatility was based on both historical and implied volatilities of our common stock over the estimated expected term of the award. The expected term of the options granted represents the period of time that options were expected to be outstanding and is based on the “simplified method” in accordance with accounting guidance. We utilized the simplified method to determine the expected term of the options as we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury implied yield at the date of grant. 2017 2016 Weighted average grant date fair value $ 7.29 $ 5.26 Expected volatility 27.5% - 29.2% 27.7% Expected term 5.5 - 6.5 years 5.5 - 6.5 years Risk-free interest rate 1.8% - 2.4% 1.5% - 1.7% Dividend yield 4.5% - 5.22% 3.9% - 4.9% The following table sets forth the compensation expense recognized for share-based payments (performance share LTIAs, stock options, non-employee director stock grants and other share based payments) during the third quarter and first three quarters of 2017 and 2016 and where that expense is reflected in our consolidated statements of operations (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, Consolidated Statements of Operations Location 2017 2016 2017 2016 Compensation expense included in cost of goods sold $ 217 $ $ 689 $ Compensation expense included in selling, general and administrative expenses 865 3,595 Total compensation expense for share-based payments $ 1,082 $ 1,341 $ 4,284 $ 4,457 As of September 30, 2017, there was $2.2 million of unrecognized compensation expense related to performance share LTIAs, which is expected to be recognized over the next 2.25 years and $1.4 million of unrecognized compensation expense related to stock options, which is expected to be recognized over the next 2.5 years. (13) The following table details the activity in our non-vested performance share LTIAs for the first three quarters of 2017: Weighted Average Number of Grant Date Fair Value Performance Shares (1) (per share) (2) Beginning of fiscal 2017 436,554 $ 26.81 Granted 132,000 $ 36.15 Vested (110,528) $ 27.50 Forfeited (19,456) $ 28.08 End of third quarter of 2017 438,570 $ 29.38 (1) Solely for purposes of this table, the number of performance shares is based on the participants earning the maximum number of performance shares (i.e., 200% of the target number of performance shares). (2) The fair value of the awards was determined based upon the closing price of our common stock on the applicable measurement dates (i.e., the deemed grant dates for accounting purposes) reduced by the present value of expected dividends using the risk-free interest-rate as the award holders are not entitled to dividends or dividend equivalents during the vesting period. The following table details the number of shares of common stock issued by our company during the first three quarters of 2017 and 2016 upon the vesting of performance share LTIAs, the exercise of stock options and other share based payments (dollars in thousands): Thirty-nine Weeks Ended September 30, October 1, 2017 2016 Number of performance shares vested 110,528 101,094 Shares withheld to fund statutory minimum tax withholding 42,368 37,596 Shares of common stock issued for performance share LTIAs 68,160 63,498 Shares of common stock issued upon the exercise of stock options 1,300 — Shares of common stock issued to non-employee directors for annual equity grants 20,559 16,072 Total shares of common stock issued 90,019 79,570 Excess tax (deficiency) benefit $ 820 (1) $ 343 (1) As a result of the adoption of ASU 2016-09, we recognized discrete tax benefits of $0.8 million in the income taxes line item of our consolidated statement of operations for the first three quarters of 2017 related to excess tax benefits upon vesting or settlement in that period. See Note 2, “Summary of Significant Accounting Policies— Newly Adopted Accounting Standards .”

Net Sales by Brand

Net Sales by Brand	9 Months Ended
	Sep. 30, 2017
Net Sales by Brand
Net Sales by Brand	(14) The following table sets forth net sales by brand (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Brand: (1) Green Giant $ 121,118 $ 113,780 $ 351,771 $ 351,157 Ortega 33,461 35,090 105,429 106,709 Tone's (2) 30,484 — 79,127 — Pirate Brands 27,159 22,447 70,099 66,941 Maple Grove Farms of Vermont 15,776 16,667 50,887 53,990 Mrs. Dash 14,791 14,655 46,532 47,247 Cream of Wheat 14,732 14,126 43,789 43,608 Victoria (3) 9,708 — 30,073 — Weber (2) 7,342 — 29,888 — Bear Creek Country Kitchens 12,907 13,633 29,584 32,611 Las Palmas 8,843 8,913 26,292 27,017 Polaner 8,663 7,506 26,219 25,058 New York Style 9,293 8,313 25,843 24,792 Mama Mary's 8,207 9,355 25,374 28,733 All other brands (4) 85,880 53,762 253,465 169,738 Total $ 408,364 $ 318,247 $ 1,194,372 $ 977,601 (1) Table includes net sales for each of our brands whose first three quarters of 2017 or fiscal 2016 net sales were equal to or exceeded 2% of our total first three quarters of 2017 or fiscal 2016 net sales and for “all other brands” in the aggregate. Net sales for each brand includes branded net sales and, if applicable, any private label and foodservice net sales attributable to the brand. (2) We acquired the Tone’s and Weber brands on November 21, 2016 as part of the spices & seasonings acquisition. (3) We completed the Victoria acquisition on December 2, 2016. (4) Net sales for “all other brands” for the third quarter and first three quarters of 2017 has been impacted by the acquisition of the Spice Islands, Durkee and certain other brands acquired as part of the spices & seasonings acquisition, which was completed on November 21, 2016.

Guarantor and Non-Guarantor Fin

Guarantor and Non-Guarantor Financial Information	9 Months Ended
	Sep. 30, 2017
Guarantor and Non-Guarantor Financial Information
Guarantor and Non-Guarantor Financial Information	(15) As further discussed in Note 6, “Long-Term Debt,” our obligations under the 4.625% senior notes and the 5.25% senior notes are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries, which we refer to in this note as the guarantor subsidiaries. Our foreign subsidiaries, which we refer to in this note as the non-guarantor subsidiaries, do not guarantee the 4.625% senior notes or the 5.25% senior notes. The following condensed consolidating financial information presents the condensed consolidating balance sheet as of September 30, 2017 and December 31, 2016, the related condensed consolidating statement of operations for the thirteen weeks and thirty-nine weeks ended September 30, 2017, and the related condensed consolidating statement of cash flows for the thirty-nine weeks ended September 30, 2017 for: 1. 2. 3. 4. (15) The information includes elimination entries necessary to consolidate the Parent with the guarantor subsidiaries and non-guarantor subsidiaries. The guarantor subsidiaries and non-guarantor subsidiaries are presented on a combined basis. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. Separate financial information for each of the guarantor subsidiaries and non-guarantor subsidiaries are not presented because management believes such financial statements would not be meaningful to investors. Condensed Consolidating Balance Sheet As of September 30, 2017 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ — $ 19,133 $ 3,482 $ — $ 22,615 Trade accounts receivable, net — 158,101 13,242 — 171,343 Inventories, net — 422,291 65,099 — 487,390 Prepaid expenses and other current assets — 29,168 4,433 — 33,601 Income tax receivable — 8,698 869 — 9,567 Total current assets — 637,391 87,125 — 724,516 Property, plant and equipment, net — 221,173 45,208 — 266,381 Goodwill — 615,770 — — 615,770 Other intangibles, net — 1,615,528 — — 1,615,528 Other assets — 6,278 14 — 6,292 Deferred income taxes — — 984 — 984 Investments in subsidiaries 2,700,032 89,846 — (2,789,878) — Total assets $ 2,700,032 $ 3,185,986 $ 133,331 $ (2,789,878) $ 3,229,471 Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable $ — $ 104,376 $ 32,829 $ — $ 137,205 Accrued expenses — 52,539 2,935 — 55,474 Income tax payable — — 112 — 112 Dividends payable 30,921 — — — 30,921 Intercompany payables — (7,609) 7,609 — — Total current liabilities 30,921 149,306 43,485 — 223,712 Long-term debt 1,877,722 (24,790) — — 1,852,932 Other liabilities — 17,779 — — 17,779 Deferred income taxes — 343,659 — — 343,659 Total liabilities 1,908,643 485,954 43,485 — 2,438,082 Stockholders' Equity: Preferred stock — — — — — Common stock 665 — — — 665 Additional paid-in capital 297,303 2,208,836 68,253 (2,277,089) 297,303 Accumulated other comprehensive loss (10,792) (10,792) (3,814) 14,606 (10,792) Retained earnings 504,213 501,988 25,407 (527,395) 504,213 Total stockholders’ equity 791,389 2,700,032 89,846 (2,789,878) 791,389 Total liabilities and stockholders’ equity $ 2,700,032 $ 3,185,986 $ 133,331 $ (2,789,878) $ 3,229,471 (15) Condensed Consolidating Balance Sheet As of December 31, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ — $ 25,119 $ 3,714 $ — $ 28,833 Trade accounts receivable, net — 111,350 7,915 — 119,265 Inventories, net — 309,584 47,006 — 356,590 Prepaid expenses and other current assets — 20,296 6,103 — 26,399 Income tax receivable — 10,780 7 — 10,787 Intercompany receivables — — 12,183 (12,183) — Total current assets — 477,129 76,928 (12,183) 541,874 Property, plant and equipment, net — 211,843 33,501 — 245,344 Goodwill — 614,278 — — 614,278 Other intangibles, net — 1,629,482 — — 1,629,482 Other assets — 4,612 13 — 4,625 Deferred income taxes — 7,036 866 — 7,902 Investments in subsidiaries 2,563,305 96,187 — (2,659,492) — Total assets $ 2,563,305 $ 3,040,567 $ 111,308 $ (2,671,675) $ 3,043,505 Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable $ — $ 88,668 $ 9,365 $ — $ 98,033 Accrued expenses — 60,957 1,436 — 62,393 Current portion of long-term debt 10,515 — — — 10,515 Income tax payable — — 3,875 — 3,875 Dividends payable 30,879 — — — 30,879 Intercompany payables — 11,738 445 (12,183) — Total current liabilities 41,394 161,363 15,121 (12,183) 205,695 Long-term debt 1,736,254 (20,986) — — 1,715,268 Other liabilities — 21,405 — — 21,405 Deferred income taxes — 315,480 — — 315,480 Total liabilities 1,777,648 477,262 15,121 (12,183) 2,257,848 Stockholders' Equity: Common stock 664 — — — 664 Additional paid-in capital 387,699 2,168,236 86,833 (2,255,069) 387,699 Accumulated other comprehensive loss (19,364) (19,364) (12,164) 31,528 (19,364) Retained earnings 416,658 414,433 21,518 (435,951) 416,658 Total stockholders’ equity 785,657 2,563,305 96,187 (2,659,492) 785,657 Total liabilities and stockholders’ equity $ 2,563,305 $ 3,040,567 $ 111,308 $ (2,671,675) $ 3,043,505 (15) Condensed Consolidating Statement of Operations and Comprehensive Income Thirteen Weeks Ended September 30, 2017 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 374,514 $ 45,697 $ (11,847) $ 408,364 Cost of goods sold — 260,077 36,879 (11,847) 285,109 Gross profit — 114,437 8,818 — 123,255 Operating expenses: Selling, general and administrative expenses — 39,877 3,142 — 43,019 Amortization expense — 4,265 — — 4,265 Operating income — 70,295 5,676 — 75,971 Other income and expenses: Interest expense, net — 23,374 — — 23,374 Other income — 95 — — 95 Income before income tax expense — 46,826 5,676 — 52,502 Income tax expense — 18,415 1,357 — 19,772 Equity in earnings of subsidiaries 32,730 4,319 — (37,049) — Net income $ 32,730 $ 32,730 $ 4,319 $ (37,049) $ 32,730 Comprehensive income $ 33,563 $ 32,609 $ 5,031 $ (37,640) $ 33,563 Condensed Consolidating Statement of Operations and Comprehensive Income Thirty-Nine Weeks Ended September 30, 2017 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,121,897 $ 124,895 $ (52,420) $ 1,194,372 Cost of goods sold — 776,312 109,424 (52,420) 833,316 Gross profit — 345,585 15,471 — 361,056 Operating expenses: Selling, general and administrative expenses — 136,921 9,323 — 146,244 Amortization expense — 13,002 — — 13,002 Operating income — 195,662 6,148 — 201,810 Other income and expenses: Interest expense, net — 65,019 — — 65,019 Loss on extinguishment of debt — 1,163 — — 1,163 Other income — (2,865) — — (2,865) Income before income tax expense — 132,345 6,148 — 138,493 Income tax expense — 48,679 2,259 — 50,938 Equity in earnings of subsidiaries 87,555 3,889 — (91,444) — Net income $ 87,555 $ 87,555 $ 3,889 $ (91,444) $ 87,555 Comprehensive income $ 96,127 $ 87,333 $ 12,239 $ (99,572) $ 96,127 (15) Condensed Consolidating Statement of Operations and Comprehensive Income Thirteen Weeks Ended October 1, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 294,871 $ 30,573 $ (7,197) $ 318,247 Cost of goods sold — 188,720 21,298 (7,197) 202,821 Gross profit — 106,151 9,275 — 115,426 Operating expenses: Selling, general and administrative expenses — 39,619 2,846 — 42,465 Amortization expense — 3,269 — — 3,269 Operating income — 63,263 6,429 — 69,692 Other income and expenses: Interest expense, net — 17,974 — — 17,974 Other income — 127 — — 127 Income before income tax expense — 45,162 6,429 — 51,591 Income tax expense — 17,351 1,830 — 19,181 Equity in earnings of subsidiaries 32,410 4,599 — (37,009) — Net income $ 32,410 $ 32,410 $ 4,599 $ (37,009) $ 32,410 Comprehensive income (loss) $ 29,095 $ 32,344 $ 1,218 $ (33,562) $ 29,095 Condensed Consolidating Statement of Operations and Comprehensive Income Thirty-Nine Weeks Ended October 1, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 912,945 $ 86,294 $ (21,638) $ 977,601 Cost of goods sold — 593,688 64,495 (21,638) 636,545 Gross profit — 319,257 21,799 — 341,056 Operating expenses: Selling, general and administrative expenses — 111,538 4,451 — 115,989 Amortization expense — 10,039 — — 10,039 Impairment of intangible assets — 5,405 — — 5,405 Operating income — 192,275 17,348 — 209,623 Other income and expenses: Interest expense, net — 55,535 — — 55,535 Loss on extinguishment of debt — 2,836 — — 2,836 Other income — (2,173) — — (2,173) Income before income tax expense — 136,077 17,348 — 153,425 Income tax expense — 52,745 4,823 — 57,568 Equity in earnings of subsidiaries 95,857 12,525 — (108,382) — Net income $ 95,857 $ 95,857 $ 12,525 $ (108,382) $ 95,857 Comprehensive income (loss) $ 92,410 $ 95,613 $ 8,834 $ (104,447) $ 92,410 (15) Condensed Consolidating Statement of Cash Flows Thirty-Nine Weeks Ended September 30, 2017 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ (2,069) $ 9,606 $ — $ 7,537 Cash flows from investing activities: Capital expenditures — (32,348) (10,380) — (42,728) Proceeds from sale of assets — 2,229 — — 2,229 Payments for acquisition of businesses, net of cash acquired — (117) — — (117) Net cash used in investing activities — (30,236) (10,380) — (40,616) Cash flows from financing activities: Repayments of long-term debt (233,640) — — — (233,640) Proceeds from issuance of long-term debt 500,000 — — — 500,000 Repayments of borrowings under revolving credit facility (221,000) — — — (221,000) Borrowings under revolving credit facility 85,000 — — — 85,000 Proceeds from issuance of common stock, net 36 — — — 36 Dividends paid (92,710) — — — (92,710) Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — (1,962) — — (1,962) Debt financing costs — (8,637) — — (8,637) Intercompany transactions (37,686) 36,918 768 — — Net cash provided by financing activities — 26,319 768 — 27,087 Effect of exchange rate fluctuations on cash and cash equivalents — — (226) — (226) Net increase (decrease) in cash and cash equivalents — (5,986) (232) — (6,218) Cash and cash equivalents at beginning of period — 25,119 3,714 — 28,833 Cash and cash equivalents at end of period $ — $ 19,133 $ 3,482 $ — $ 22,615 (15) Condensed Consolidating Statement of Cash Flows Thirty-Nine Weeks Ended October 1, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 165,362 $ 27,416 $ — $ 192,778 Cash flows from investing activities: Capital expenditures — (20,557) (4,250) — (24,807) Net cash used in investing activities — (20,557) (4,250) — (24,807) Cash flows from financing activities: Repayments of long-term debt (150,000) — — — (150,000) Repayments of borrowings under revolving credit facility (50,000) — — — (50,000) Borrowings under revolving credit facility 10,000 — — — 10,000 Proceeds from issuance of common stock, net 331,879 — — — 331,879 Dividends paid (72,916) — — — (72,916) Excess tax benefits from share-based compensation — 343 — — 343 Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — (1,410) — — (1,410) Intercompany transactions (68,963) 85,655 (16,692) — — Net cash provided by (used in) financing activities — 84,588 (16,692) — 67,896 Effect of exchange rate fluctuations on cash and cash equivalents — — (533) — (533) Net increase in cash and cash equivalents — 229,393 5,941 — 235,334 Cash and cash equivalents at beginning of period — 1,964 3,282 — 5,246 Cash and cash equivalents at end of period $ — $ 231,357 $ 9,223 $ — $ 240,580

Subsequent Event

Subsequent Event	9 Months Ended
	Sep. 30, 2017
Subsequent Event.
Subsequent Event	(16) Back to Nature Acquisition . On October 2, 2017, we completed our acquisition of Back to Nature Foods Company, LLC and related entities from Brynwood Partners VI L.P., Mondelēz International and certain other sellers for approximately $162.5 million in cash, subject to customary closing and post-closing working capital adjustments. We funded the acquisition and related fees and expenses with additional revolving loans under our existing credit facility. The primary assets of the business purchased include intellectual property, business and customer information, equipment, accounts receivable and inventory. Due to the relatively short time from the date of acquisition to the completion of the accompanying unaudited interim consolidated financial statements, the initial accounting for the acquisition, including our preliminary evaluation of the fair value for certain significant assets and liabilities, including goodwill and intangibles, is not complete. The Back to Nature acquisition is not material to our consolidated results of operations or financial position. We will provide the preliminary purchase price allocation with our Annual Report on Form 10-K for fiscal 2017.

Summary of Significant Accoun23

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2017
Summary of Significant Accounting Policies
Fiscal Year	Fiscal Year Typically, our fiscal quarters and fiscal year consist of 13 and 52 weeks, respectively, ending on the Saturday closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar quarter in the case of our fiscal quarters. As a result, a 53 rd week is added to our fiscal year every five or six years. In a 53-week fiscal year our fourth fiscal quarter contains 14 weeks. Our fiscal year ending December 30, 2017 (fiscal 2017) and our fiscal year ended December 31, 2016 (fiscal 2016) each contain 52 weeks. Each quarter of fiscal 2017 and 2016 contains 13 weeks.
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated interim financial statements for the thirteen and thirty-nine week periods ended September 30, 2017 (third quarter and first three quarters of 2017) and October 1, 2016 (third quarter and first three quarters of 2016) have been prepared by our company in accordance with accounting principles generally accepted in the United States of America pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), and include the accounts of B&G Foods, Inc. and its subsidiaries. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. However, our management believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated interim financial statements contain all adjustments that are, in the opinion of management, necessary to present fairly our consolidated financial position as of September 30, 2017, and the results of our operations, comprehensive income and cash flows for the third quarter and first three quarters of 2017 and 2016. Our results of operations for the third quarter and first three quarters of 2017 are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited consolidated interim financial statements. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for fiscal 2016 filed with the SEC on March 1, 2017. Certain prior year amounts have been reclassified to conform to the current year presentation.
Use of Estimates	Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates and assumptions made by management involve trade and consumer promotion expenses; allowances for excess, obsolete and unsaleable inventories; pension benefits; acquisition accounting fair value allocations; the recoverability of goodwill, other intangible assets, property, plant and equipment and deferred tax assets; and the determination of the useful life of customer relationship and amortizable trademark intangibles. Actual results could differ significantly from these estimates and assumptions. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors that management believes to be reasonable under the circumstances, including the current economic environment. We adjust such estimates and assumptions when facts and circumstances dictate. Volatility in the credit and equity markets can increase the uncertainty inherent in such estimates and assumptions.
Newly Adopted and Recently Issued Accounting Standards	Newly Adopted Accounting Standards In March 2016, the Financial Accounting Standards Board (FASB) issued a new accounting standards update (ASU) that changes the accounting for certain aspects of share-based payments to employees. The new guidance requires that excess tax benefits (which represent the excess of actual tax benefits received at the date of vesting or settlement over the benefits recognized over the vesting period or upon issuance of share-based payments) and tax deficiencies (which represent the amount by which actual tax benefits received at the date of vesting or settlement is lower than the benefits recognized over the vesting period or upon issuance of share-based payments) be recorded in the income statement as a reduction of income taxes when the awards vest or are settled. The new guidance also requires excess tax benefits to be classified as an operating activity in the statement of cash flows rather than as a financing activity. We adopted the provisions of this ASU at the beginning of fiscal 2017 and applied the required changes in accounting principle on a prospective basis. As a result of this adoption, we recognized discrete tax benefits of $0.8 million in the income taxes line item of our consolidated statement of operations for the first three quarters of 2017 related to excess tax benefits upon vesting or settlement in that period. We elected to adopt the cash flow presentation of the excess tax benefits prospectively, commencing with our statement of cash flows for the first quarter of 2017, where these benefits are classified along with other income tax cash flows as an operating activity. We excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of our diluted earnings per share for the first three quarters of 2017. In November 2015, the FASB issued a new ASU that requires deferred tax assets and liabilities to be classified as noncurrent on the balance sheet. The ASU is effective beginning with the first quarter of fiscal 2017. We adopted the provisions of this ASU at the beginning of fiscal 2017 and applied the required changes in accounting principle on a retrospective basis. Accordingly, in our consolidated balance sheet as of December 31, 2016, $7.9 million of deferred tax assets were reclassified from current assets to noncurrent assets. The update impacted presentation and disclosure only, and therefore, the adoption of this ASU did not have any impact on our results of operations or liquidity. In July 2015, the FASB issued a new ASU that simplifies the subsequent measurement of inventories by replacing the current lower of cost or market test with a lower of cost and net realizable value test. We adopted the provisions of this ASU at the beginning of fiscal 2017. The adoption of this ASU did not have any impact on our consolidated financial position, results of operations or liquidity. (2) Recently Issued Accounting Standards In March 2017, the FASB issued a new ASU that improves the presentation of net periodic pension cost and net periodic postretirement benefit cost. The new guidance revises how employers that sponsor defined benefit pension and other postretirement plans present the net periodic benefit cost in their income statement and requires that the service cost component of net periodic benefit cost be presented in the same income statement line items as other employee compensation costs from services rendered during the period. The update is effective beginning with the first quarter of fiscal 2019. We have not yet determined the impact from adoption of the ASU on our financial statements. In January 2017, the FASB issued a new ASU which clarifies the definition of a business. The new guidance changes the definition of a business to assist entities in evaluating when a set of transferred assets and activities constitutes a business. The update is effective beginning with the first quarter of 2018. We have not yet determined the impact from adoption of the ASU on our financial statements. In January 2017, the FASB issued a new ASU that simplifies the subsequent measurement of goodwill, including the elimination of the second step from the goodwill impairment test. The update is effective for annual or any interim impairment tests in fiscal 2020 or later. The adoption of this ASU will not have any impact on our consolidated financial position, results of operations or liquidity. In February 2016, the FASB issued a new ASU that requires lessees to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current guidance. The update is effective beginning with the first quarter of fiscal 2019. We have not yet determined the impact from adoption of the ASU on our financial statements. In May 2014, the FASB issued guidance on revenue recognition, with final guidance issued in 2016. The guidance provides for a five-step model to determine the revenue to be recognized from the transfer of goods or services to customers. The guidance also requires improved disclosures to help users of the financial statements better understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. It also provides clarification for principal versus agent considerations, identifying performance obligations and the accounting of intellectual property licenses. In addition, the FASB introduced practical expedients related to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes. The two permitted transition methods under the guidance are the full retrospective approach or a cumulative effect adjustment to the opening retained earnings in the year of adoption (cumulative effect approach). We have not yet made a determination as to which transition method we will be using. We plan to adopt the new guidance when it becomes effective on December 31, 2017, the first day of our fiscal 2018. We have established a project plan and completed an initial review of our revenue contracts to assess the impact of the guidance on our revenue contracts by reviewing our current accounting policies and practices to identify potential differences that would result from applying the new requirements to our revenue contracts. We are also in the process of evaluating the impact, if any, on changes to our controls to support recognition and disclosures under the new guidance. Based on the foregoing, we do not expect the adoption of the new standard to have a material effect on our consolidated financial statements.

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 30, 2017
Victoria Acquisition
Business Acquisition
Schedule of preliminary allocation of purchase price to the estimated fair value of the net assets acquired	Victoria Acquisition (dollars in thousands): Purchase Price: Cash paid $ 71,972 Total $ 71,972 Preliminary Allocation: Trademarks—unamortizable intangible assets 45,500 Goodwill 12,745 Property, plant and equipment 9,298 Inventory 5,729 Customer relationship intangibles—amortizable intangible assets 6,400 Long-term deferred income tax liabilities, net (5,653) Other working capital (2,047) Total $ 71,972
Spices and seasonings Acquisition
Business Acquisition
Schedule of preliminary allocation of purchase price to the estimated fair value of the net assets acquired	Spices & Seasonings Acquisition (dollars in thousands): Purchase Price: Cash paid $ 366,932 Total $ 366,932 Preliminary Allocation: Goodwill 120,108 Customer relationship intangibles—amortizable intangible assets 89,250 Trademarks—unamortizable intangible assets 65,200 Property, plant and equipment 62,193 Inventory 49,571 Other liabilities (17,502) (1) Other working capital (1,888) Total $ 366,932 ________________________________________ (1) In connection with the spices & seasonings acquisition, we agreed to establish a defined benefit plan for certain employees transferred to B&G Foods and certain former employees of the acquired spices & seasonings business. We also agreed to assume certain liabilities relating to the underfunded status of the former plan that such employees participated in prior to the acquisition. At September 30, 2017 and December 31, 2016, we recognized $13.7 million and $17.5 million, respectively, in “other liabilities” in the accompanying consolidated balance sheet to reflect our obligations with respect to the underfunded status of the defined benefit plan assets and liabilities transferred to us.
Schedule of unaudited pro forma summary of operations	Thirteen Weeks Ended Thirty-nine Weeks Ended October 1, 2016 October 1, 2016 (dollars in thousands, except per share data) Net sales $ 377,689 $ 1,155,926 Net income $ 36,540 $ 112,128 Basic earnings per share $ 0.63 $ 1.75 Diluted earnings per share $ 0.63 $ 1.74

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Sep. 30, 2017
Inventories
Summary of Inventories	Inventories consist of the following, as of the dates indicated (in thousands): September 30, 2017 December 31, 2016 Raw materials and packaging $ 73,508 $ 60,532 Work-in-process 124,676 98,664 Finished goods 289,206 197,394 Total $ $

Goodwill and Other Intangible26

Goodwill and Other Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2017
Goodwill and Other Intangible Assets
Schedule of goodwill and other intangible assets	The carrying amounts of goodwill and other intangible assets, as of the dates indicated, consist of the following (in thousands): September 30, 2017 December 31, 2016 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Amortizable Intangible Assets Trademarks $ 6,800 $ 2,002 $ 4,798 $ 6,800 $ 1,662 $ 5,138 Customer relationships 330,290 93,361 236,929 330,290 80,847 249,443 Seed technology (1) — — — 2,000 900 1,100 $ 337,090 $ 95,363 $ 241,727 $ 339,090 $ 83,409 $ 255,681 Unamortizable Intangible Assets Goodwill $ 615,770 $ 614,278 Trademarks $ 1,373,801 $ 1,373,801 ________________________________________ (1) During the first quarter of 2017, we sold to a third-party co-packer our Le Sueur, Minnesota research center, including the seed technology assets and property, plant and equipment, that we acquired in 2015 as part of the Green Giant acquisition, resulting in a $1.6 million loss on sale of assets.

Long-Term Debt (Tables)

Long-Term Debt (Tables)	9 Months Ended
	Sep. 30, 2017
Long-Term Debt
Schedule of Long-term debt	Long-term debt consists of the following, as of the dates indicated (in thousands): September 30, 2017 December 31, 2016 Revolving credit loans $ 40,000 $ 176,000 Tranche A term loans due 2019 — 233,640 Tranche B term loans due 2022 640,110 640,110 4.625% senior notes due 2021 700,000 700,000 5.25% senior notes due 2025 500,000 — Unamortized deferred financing costs (24,790) (20,986) Unamortized discount (2,388) (2,981) Total long-term debt, net of unamortized deferred financing costs and discount 1,852,932 1,725,783 Current portion of long-term debt — (10,515) Long-term debt, net of unamortized deferred financing costs and discount, and excluding current portion $ 1,852,932 $ 1,715,268
Schedule of aggregate contractual maturities of long-term debt	As of September 30, 2017, the aggregate contractual maturities of long-term debt are as follows (in thousands): Years ending December: 2017 $ — 2018 — 2019 40,000 2020 — 2021 700,000 Thereafter 1,140,110 Total $ 1,880,110

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2017
Fair Value Measurements
Summary of carrying values and fair values of our revolving credit loans, term loans and senior notes	The carrying values and fair values of our revolving credit loans, term loans and senior notes as of September 30, 2017 and December 31, 2016 are as follows (in thousands): September 30, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans 40,000 40,000 (1) 176,000 176,000 (1) Tranche A term loans due 2019 — — 233,378 (2) 232,795 (1) Tranche B term loans due 2022 637,722 (3) 641,707 (1) 637,391 (3) 645,358 (1) 4.625% senior notes due 2021 700,000 713,125 (4) 700,000 714,000 (4) 5.25% senior notes due 2025 500,000 509,375 (4) — — (1) Fair values are estimated based on Level 2 inputs, which were quoted prices for identical or similar instruments in markets that are not active. (2) The carrying values of the tranche A term loans are net of discount. On April 3, 2017, we repaid all of the outstanding borrowings and amounts due under our tranche A term loans. At December 31, 2016, the face amounts of the tranche A term loans were $233.6 million. (3) The carrying values of the tranche B term loans are net of discount. At September 30, 2017 and December 31, 2016, the face amounts of the tranche B term loans were $640.1 million. (4) Fair values are estimated based on quoted market prices.

Accumulated Other Comprehensi29

Accumulated Other Comprehensive Loss (Tables)	9 Months Ended
	Sep. 30, 2017
Accumulated Other Comprehensive Loss.
Schedule of reclassification from accumulated other comprehensive loss	The reclassifications from accumulated other comprehensive loss (AOCL) for the third quarter and first three quarters of 2017 and 2016 are as follows (in thousands): Amounts Reclassified from AOCL Thirteen Weeks Ended Thirty-nine Weeks Ended Affected Line Item in September 30, October 1, September 30, October 1, the Statement Where Details about AOCL Components 2017 2016 2017 2016 Net Income is Presented Defined benefit pension plan items Amortization of unrecognized prior service cost $ 9 $ 11 $ 27 $ 33 See (1) below Amortization of unrecognized loss 185 95 331 359 See (1) below 194 106 358 392 Total before tax (74) (40) (136) (148) Income tax expense Total reclassification $ 120 $ 66 $ 222 $ 244 Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 9, “Pension Benefits” for additional information.
Schedule of changes in accumulated other comprehensive loss	Changes in AOCL for the first three quarters of 2017 are as follows (in thousands): Foreign Currency Defined Benefit Translation Pension Plan Items Adjustments Total Beginning balance $ (7,200) $ (12,164) $ (19,364) Other comprehensive income before reclassifications — 8,350 8,350 Amounts reclassified from AOCL 222 — 222 Net current period other comprehensive income 222 8,350 8,572 Ending balance $ (6,978) $ (3,814) $ (10,792)

Pension Benefits (Tables)

Pension Benefits (Tables)	9 Months Ended
	Sep. 30, 2017
Pension Benefits
Schedule of components of net periodic pension costs	Net periodic pension cost for company sponsored defined benefit pension plans for the third quarter and first three quarters of 2017 and 2016 includes the following components (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Service cost—benefits earned during the period $ 1,798 $ $ 4,538 $ Interest cost on projected benefit obligation 1,284 3,714 Expected return on plan assets (1,771) (5,271) Amortization of unrecognized prior service cost 9 27 Amortization of unrecognized loss 185 95 331 359 Net periodic pension cost $ 1,505 $ 441 $ 3,339 $ 1,665

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies
Summary of future minimum lease payments under non-cancelable operating leases	As of September 30, 2017, future minimum lease payments under non-cancelable operating leases in effect at quarter-end (with initial or remaining lease terms in excess of one year) for the periods set forth below were as follows (in thousands): Fiscal year ending: 2017 $ 2,643 2018 9,645 2019 8,632 2020 8,163 2021 6,106 Thereafter 8,060 Total $ 43,249

Earnings per Share (Tables)

Earnings per Share (Tables)	9 Months Ended
	Sep. 30, 2017
Earnings per Share
Schedule of calculations related to basic and diluted earning per share	Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Weighted average shares outstanding: Basic 66,496,333 64,757,962 66,484,105 62,134,846 Net effect of potentially dilutive share-based compensation awards 147,310 280,084 228,979 202,912 Diluted 66,643,643 65,038,046 66,713,084 62,337,758

Share-Based Payments (Tables)

Share-Based Payments (Tables)	9 Months Ended
	Sep. 30, 2017
Share-Based Payments
Schedule of stock option activity	The following table details our stock option activity for the first three quarters of fiscal 2017 (dollars in thousands, except per share data): Weighted Weighted Average Average Contractual Life Aggregate Options Exercise Price Remaining (Years) Intrinsic Value Outstanding at beginning of fiscal 2017 714,580 $ 31.65 Granted 159,385 $ 41.31 Exercised (1,300) $ 27.77 Forfeited (35,758) $ 28.31 Outstanding at end of third quarter of 2017 836,907 $ 33.42 7.87 $ 4,227 Exercisable at end of third quarter of 2017 24,396 $ 42.62 8.61 $ 12
Schedule of stock options, valuation assumption	2017 2016 Weighted average grant date fair value $ 7.29 $ 5.26 Expected volatility 27.5% - 29.2% 27.7% Expected term 5.5 - 6.5 years 5.5 - 6.5 years Risk-free interest rate 1.8% - 2.4% 1.5% - 1.7% Dividend yield 4.5% - 5.22% 3.9% - 4.9%
Schedule of compensation expense recognized for share-based payments	The following table sets forth the compensation expense recognized for share-based payments (performance share LTIAs, stock options, non-employee director stock grants and other share based payments) during the third quarter and first three quarters of 2017 and 2016 and where that expense is reflected in our consolidated statements of operations (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, Consolidated Statements of Operations Location 2017 2016 2017 2016 Compensation expense included in cost of goods sold $ 217 $ $ 689 $ Compensation expense included in selling, general and administrative expenses 865 3,595 Total compensation expense for share-based payments $ 1,082 $ 1,341 $ 4,284 $ 4,457
Schedule of non-vested performance share LTIAs	Weighted Average Number of Grant Date Fair Value Performance Shares (1) (per share) (2) Beginning of fiscal 2017 436,554 $ 26.81 Granted 132,000 $ 36.15 Vested (110,528) $ 27.50 Forfeited (19,456) $ 28.08 End of third quarter of 2017 438,570 $ 29.38 (1) Solely for purposes of this table, the number of performance shares is based on the participants earning the maximum number of performance shares (i.e., 200% of the target number of performance shares). (2) The fair value of the awards was determined based upon the closing price of our common stock on the applicable measurement dates (i.e., the deemed grant dates for accounting purposes) reduced by the present value of expected dividends using the risk-free interest-rate as the award holders are not entitled to dividends or dividend equivalents during the vesting period.
Schedule of number of shares of common stock issued by entity upon the vesting of performance share long-term incentive awards other share based compensation	The following table details the number of shares of common stock issued by our company during the first three quarters of 2017 and 2016 upon the vesting of performance share LTIAs, the exercise of stock options and other share based payments (dollars in thousands): Thirty-nine Weeks Ended September 30, October 1, 2017 2016 Number of performance shares vested 110,528 101,094 Shares withheld to fund statutory minimum tax withholding 42,368 37,596 Shares of common stock issued for performance share LTIAs 68,160 63,498 Shares of common stock issued upon the exercise of stock options 1,300 — Shares of common stock issued to non-employee directors for annual equity grants 20,559 16,072 Total shares of common stock issued 90,019 79,570 Excess tax (deficiency) benefit $ 820 (1) $ 343 (1) As a result of the adoption of ASU 2016-09, we recognized discrete tax benefits of $0.8 million in the income taxes line item of our consolidated statement of operations for the first three quarters of 2017 related to excess tax benefits upon vesting or settlement in that period. See Note 2, “Summary of Significant Accounting Policies— Newly Adopted Accounting Standards .”

Net Sales by Brand (Tables)

Net Sales by Brand (Tables)	9 Months Ended
	Sep. 30, 2017
Net Sales by Brand
Schedule of net sales by brand	The following table sets forth net sales by brand (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Brand: (1) Green Giant $ 121,118 $ 113,780 $ 351,771 $ 351,157 Ortega 33,461 35,090 105,429 106,709 Tone's (2) 30,484 — 79,127 — Pirate Brands 27,159 22,447 70,099 66,941 Maple Grove Farms of Vermont 15,776 16,667 50,887 53,990 Mrs. Dash 14,791 14,655 46,532 47,247 Cream of Wheat 14,732 14,126 43,789 43,608 Victoria (3) 9,708 — 30,073 — Weber (2) 7,342 — 29,888 — Bear Creek Country Kitchens 12,907 13,633 29,584 32,611 Las Palmas 8,843 8,913 26,292 27,017 Polaner 8,663 7,506 26,219 25,058 New York Style 9,293 8,313 25,843 24,792 Mama Mary's 8,207 9,355 25,374 28,733 All other brands (4) 85,880 53,762 253,465 169,738 Total $ 408,364 $ 318,247 $ 1,194,372 $ 977,601 (1) Table includes net sales for each of our brands whose first three quarters of 2017 or fiscal 2016 net sales were equal to or exceeded 2% of our total first three quarters of 2017 or fiscal 2016 net sales and for “all other brands” in the aggregate. Net sales for each brand includes branded net sales and, if applicable, any private label and foodservice net sales attributable to the brand. (2) We acquired the Tone’s and Weber brands on November 21, 2016 as part of the spices & seasonings acquisition. (3) We completed the Victoria acquisition on December 2, 2016. (4) Net sales for “all other brands” for the third quarter and first three quarters of 2017 has been impacted by the acquisition of the Spice Islands, Durkee and certain other brands acquired as part of the spices & seasonings acquisition, which was completed on November 21, 2016.

Guarantor and Non-Guarantor F35

Guarantor and Non-Guarantor Financial Information (Tables)	9 Months Ended
	Sep. 30, 2017
Guarantor and Non-Guarantor Financial Information
Condensed Consolidating Balance Sheet	Condensed Consolidating Balance Sheet As of September 30, 2017 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ — $ 19,133 $ 3,482 $ — $ 22,615 Trade accounts receivable, net — 158,101 13,242 — 171,343 Inventories, net — 422,291 65,099 — 487,390 Prepaid expenses and other current assets — 29,168 4,433 — 33,601 Income tax receivable — 8,698 869 — 9,567 Total current assets — 637,391 87,125 — 724,516 Property, plant and equipment, net — 221,173 45,208 — 266,381 Goodwill — 615,770 — — 615,770 Other intangibles, net — 1,615,528 — — 1,615,528 Other assets — 6,278 14 — 6,292 Deferred income taxes — — 984 — 984 Investments in subsidiaries 2,700,032 89,846 — (2,789,878) — Total assets $ 2,700,032 $ 3,185,986 $ 133,331 $ (2,789,878) $ 3,229,471 Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable $ — $ 104,376 $ 32,829 $ — $ 137,205 Accrued expenses — 52,539 2,935 — 55,474 Income tax payable — — 112 — 112 Dividends payable 30,921 — — — 30,921 Intercompany payables — (7,609) 7,609 — — Total current liabilities 30,921 149,306 43,485 — 223,712 Long-term debt 1,877,722 (24,790) — — 1,852,932 Other liabilities — 17,779 — — 17,779 Deferred income taxes — 343,659 — — 343,659 Total liabilities 1,908,643 485,954 43,485 — 2,438,082 Stockholders' Equity: Preferred stock — — — — — Common stock 665 — — — 665 Additional paid-in capital 297,303 2,208,836 68,253 (2,277,089) 297,303 Accumulated other comprehensive loss (10,792) (10,792) (3,814) 14,606 (10,792) Retained earnings 504,213 501,988 25,407 (527,395) 504,213 Total stockholders’ equity 791,389 2,700,032 89,846 (2,789,878) 791,389 Total liabilities and stockholders’ equity $ 2,700,032 $ 3,185,986 $ 133,331 $ (2,789,878) $ 3,229,471 (15) Condensed Consolidating Balance Sheet As of December 31, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ — $ 25,119 $ 3,714 $ — $ 28,833 Trade accounts receivable, net — 111,350 7,915 — 119,265 Inventories, net — 309,584 47,006 — 356,590 Prepaid expenses and other current assets — 20,296 6,103 — 26,399 Income tax receivable — 10,780 7 — 10,787 Intercompany receivables — — 12,183 (12,183) — Total current assets — 477,129 76,928 (12,183) 541,874 Property, plant and equipment, net — 211,843 33,501 — 245,344 Goodwill — 614,278 — — 614,278 Other intangibles, net — 1,629,482 — — 1,629,482 Other assets — 4,612 13 — 4,625 Deferred income taxes — 7,036 866 — 7,902 Investments in subsidiaries 2,563,305 96,187 — (2,659,492) — Total assets $ 2,563,305 $ 3,040,567 $ 111,308 $ (2,671,675) $ 3,043,505 Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable $ — $ 88,668 $ 9,365 $ — $ 98,033 Accrued expenses — 60,957 1,436 — 62,393 Current portion of long-term debt 10,515 — — — 10,515 Income tax payable — — 3,875 — 3,875 Dividends payable 30,879 — — — 30,879 Intercompany payables — 11,738 445 (12,183) — Total current liabilities 41,394 161,363 15,121 (12,183) 205,695 Long-term debt 1,736,254 (20,986) — — 1,715,268 Other liabilities — 21,405 — — 21,405 Deferred income taxes — 315,480 — — 315,480 Total liabilities 1,777,648 477,262 15,121 (12,183) 2,257,848 Stockholders' Equity: Common stock 664 — — — 664 Additional paid-in capital 387,699 2,168,236 86,833 (2,255,069) 387,699 Accumulated other comprehensive loss (19,364) (19,364) (12,164) 31,528 (19,364) Retained earnings 416,658 414,433 21,518 (435,951) 416,658 Total stockholders’ equity 785,657 2,563,305 96,187 (2,659,492) 785,657 Total liabilities and stockholders’ equity $ 2,563,305 $ 3,040,567 $ 111,308 $ (2,671,675) $ 3,043,505
Condensed Consolidating Statement of Operations and Comprehensive Income	Condensed Consolidating Statement of Operations and Comprehensive Income Thirteen Weeks Ended September 30, 2017 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 374,514 $ 45,697 $ (11,847) $ 408,364 Cost of goods sold — 260,077 36,879 (11,847) 285,109 Gross profit — 114,437 8,818 — 123,255 Operating expenses: Selling, general and administrative expenses — 39,877 3,142 — 43,019 Amortization expense — 4,265 — — 4,265 Operating income — 70,295 5,676 — 75,971 Other income and expenses: Interest expense, net — 23,374 — — 23,374 Other income — 95 — — 95 Income before income tax expense — 46,826 5,676 — 52,502 Income tax expense — 18,415 1,357 — 19,772 Equity in earnings of subsidiaries 32,730 4,319 — (37,049) — Net income $ 32,730 $ 32,730 $ 4,319 $ (37,049) $ 32,730 Comprehensive income $ 33,563 $ 32,609 $ 5,031 $ (37,640) $ 33,563 Condensed Consolidating Statement of Operations and Comprehensive Income Thirty-Nine Weeks Ended September 30, 2017 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,121,897 $ 124,895 $ (52,420) $ 1,194,372 Cost of goods sold — 776,312 109,424 (52,420) 833,316 Gross profit — 345,585 15,471 — 361,056 Operating expenses: Selling, general and administrative expenses — 136,921 9,323 — 146,244 Amortization expense — 13,002 — — 13,002 Operating income — 195,662 6,148 — 201,810 Other income and expenses: Interest expense, net — 65,019 — — 65,019 Loss on extinguishment of debt — 1,163 — — 1,163 Other income — (2,865) — — (2,865) Income before income tax expense — 132,345 6,148 — 138,493 Income tax expense — 48,679 2,259 — 50,938 Equity in earnings of subsidiaries 87,555 3,889 — (91,444) — Net income $ 87,555 $ 87,555 $ 3,889 $ (91,444) $ 87,555 Comprehensive income $ 96,127 $ 87,333 $ 12,239 $ (99,572) $ 96,127 (15) Condensed Consolidating Statement of Operations and Comprehensive Income Thirteen Weeks Ended October 1, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 294,871 $ 30,573 $ (7,197) $ 318,247 Cost of goods sold — 188,720 21,298 (7,197) 202,821 Gross profit — 106,151 9,275 — 115,426 Operating expenses: Selling, general and administrative expenses — 39,619 2,846 — 42,465 Amortization expense — 3,269 — — 3,269 Operating income — 63,263 6,429 — 69,692 Other income and expenses: Interest expense, net — 17,974 — — 17,974 Other income — 127 — — 127 Income before income tax expense — 45,162 6,429 — 51,591 Income tax expense — 17,351 1,830 — 19,181 Equity in earnings of subsidiaries 32,410 4,599 — (37,009) — Net income $ 32,410 $ 32,410 $ 4,599 $ (37,009) $ 32,410 Comprehensive income (loss) $ 29,095 $ 32,344 $ 1,218 $ (33,562) $ 29,095 Condensed Consolidating Statement of Operations and Comprehensive Income Thirty-Nine Weeks Ended October 1, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 912,945 $ 86,294 $ (21,638) $ 977,601 Cost of goods sold — 593,688 64,495 (21,638) 636,545 Gross profit — 319,257 21,799 — 341,056 Operating expenses: Selling, general and administrative expenses — 111,538 4,451 — 115,989 Amortization expense — 10,039 — — 10,039 Impairment of intangible assets — 5,405 — — 5,405 Operating income — 192,275 17,348 — 209,623 Other income and expenses: Interest expense, net — 55,535 — — 55,535 Loss on extinguishment of debt — 2,836 — — 2,836 Other income — (2,173) — — (2,173) Income before income tax expense — 136,077 17,348 — 153,425 Income tax expense — 52,745 4,823 — 57,568 Equity in earnings of subsidiaries 95,857 12,525 — (108,382) — Net income $ 95,857 $ 95,857 $ 12,525 $ (108,382) $ 95,857 Comprehensive income (loss) $ 92,410 $ 95,613 $ 8,834 $ (104,447) $ 92,410
Condensed Consolidating Statement of Cash Flows	Condensed Consolidating Statement of Cash Flows Thirty-Nine Weeks Ended September 30, 2017 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ (2,069) $ 9,606 $ — $ 7,537 Cash flows from investing activities: Capital expenditures — (32,348) (10,380) — (42,728) Proceeds from sale of assets — 2,229 — — 2,229 Payments for acquisition of businesses, net of cash acquired — (117) — — (117) Net cash used in investing activities — (30,236) (10,380) — (40,616) Cash flows from financing activities: Repayments of long-term debt (233,640) — — — (233,640) Proceeds from issuance of long-term debt 500,000 — — — 500,000 Repayments of borrowings under revolving credit facility (221,000) — — — (221,000) Borrowings under revolving credit facility 85,000 — — — 85,000 Proceeds from issuance of common stock, net 36 — — — 36 Dividends paid (92,710) — — — (92,710) Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — (1,962) — — (1,962) Debt financing costs — (8,637) — — (8,637) Intercompany transactions (37,686) 36,918 768 — — Net cash provided by financing activities — 26,319 768 — 27,087 Effect of exchange rate fluctuations on cash and cash equivalents — — (226) — (226) Net increase (decrease) in cash and cash equivalents — (5,986) (232) — (6,218) Cash and cash equivalents at beginning of period — 25,119 3,714 — 28,833 Cash and cash equivalents at end of period $ — $ 19,133 $ 3,482 $ — $ 22,615 (15) Condensed Consolidating Statement of Cash Flows Thirty-Nine Weeks Ended October 1, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 165,362 $ 27,416 $ — $ 192,778 Cash flows from investing activities: Capital expenditures — (20,557) (4,250) — (24,807) Net cash used in investing activities — (20,557) (4,250) — (24,807) Cash flows from financing activities: Repayments of long-term debt (150,000) — — — (150,000) Repayments of borrowings under revolving credit facility (50,000) — — — (50,000) Borrowings under revolving credit facility 10,000 — — — 10,000 Proceeds from issuance of common stock, net 331,879 — — — 331,879 Dividends paid (72,916) — — — (72,916) Excess tax benefits from share-based compensation — 343 — — 343 Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — (1,410) — — (1,410) Intercompany transactions (68,963) 85,655 (16,692) — — Net cash provided by (used in) financing activities — 84,588 (16,692) — 67,896 Effect of exchange rate fluctuations on cash and cash equivalents — — (533) — (533) Net increase in cash and cash equivalents — 229,393 5,941 — 235,334 Cash and cash equivalents at beginning of period — 1,964 3,282 — 5,246 Cash and cash equivalents at end of period $ — $ 231,357 $ 9,223 $ — $ 240,580

Summary of Significant Accoun36

Summary of Significant Accounting Policies (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Fiscal year
Number of weeks in fiscal period	364 days
Number of weeks in each fiscal quarter	91 days	91 days
Minimum
Fiscal year
Number of years between 53 week fiscal years	5 years
Maximum
Fiscal year
Number of weeks in fiscal period	371 days
Number of weeks in fourth fiscal quarter	98 days
Number of years between 53 week fiscal years	6 years

Summary of Significant Accoun37

Summary of Significant Accounting Policies - Newly Adopted Accounting Standards (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016	Dec. 31, 2016
Newly Adopted Accounting Standards
Income tax benefit	$ 19,772	$ 19,181	$ 50,938	$ 57,568
Deferred income taxes	984		984		$ 7,902
Other assets	6,292		6,292		4,625
Long-term debt	$ 1,852,932		1,852,932		1,715,268
ASU 2016-09
Newly Adopted Accounting Standards
Income tax benefit			$ (800)
ASU 2015-17
Newly Adopted Accounting Standards
Deferred income taxes					7,900
Deferred income taxes					$ (7,900)

Acquisitions (Details)

Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands	Oct. 02, 2017	Dec. 02, 2016	Nov. 21, 2016	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016	Dec. 31, 2016
Business Acquisition
Accounts payable				$ 137,205		$ 137,205		$ 98,033
Preliminary Allocation:
Goodwill				615,770		615,770		614,278
Unaudited Pro Forma Summary of Operations
Net sales				408,364	$ 318,247	$ 1,194,372	$ 977,601
Net sales					377,689		1,155,926
Net income					$ 36,540		$ 112,128
Basic earnings per share					$ 0.63		$ 1.75
Diluted earnings per share					$ 0.63		$ 1.74
Customer Relationship and Amortizable Trademarks | Minimum
Business Acquisition
Estimated useful life						10 years
Customer Relationship and Amortizable Trademarks | Maximum
Business Acquisition
Estimated useful life						20 years
Victoria Acquisition
Purchase Price:
Cash paid		$ 71,972
Total		71,972
Preliminary Allocation:
Goodwill		12,745
Property, plant and equipment		9,298
Inventory		5,729
Long-term deferred income tax liabilities, net		(5,653)
Other working capital		(2,047)
Total		71,972
Victoria Acquisition | Customer relationship
Preliminary Allocation:
Amortizable intangible assets		6,400
Victoria Acquisition | Trademarks
Preliminary Allocation:
Trademarks - unamortizable intangible assets		$ 45,500
Spices and seasonings Acquisition
Purchase Price:
Cash paid			$ 366,932
Total			366,932
Preliminary Allocation:
Goodwill			120,108
Property, plant and equipment			62,193
Inventory			49,571
Other liabilities			(17,502)
Other working capital			(1,888)
Total			366,932
Unaudited Pro Forma Summary of Operations
Net sales - actual				70,400		$ 200,900
Spices and seasonings Acquisition | Prepaid Expenses and Other Current Assets
Business Acquisition
Receivables related to an ongoing transition services agreement				1,000		1,000
Spices and seasonings Acquisition | Accrued Expenses
Business Acquisition
Accounts payable								12,600
Spices and seasonings Acquisition | Other liabilities
Business Acquisition
Other liabilities relating to underfunded status of defined benefit plan assets and liabilities transferred to us				$ 13,700		$ 13,700		$ 17,500
Spices and seasonings Acquisition | Customer relationship
Preliminary Allocation:
Amortizable intangible assets			89,250
Spices and seasonings Acquisition | Trademarks
Preliminary Allocation:
Trademarks - unamortizable intangible assets			$ 65,200
Back To Nature Foods Company, LLC | Subsequent event
Purchase Price:
Cash paid	$ 162,500

Inventories (Details)

Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Inventories
Raw materials and packaging	$ 73,508	$ 60,532
Work-in-process	124,676	98,664
Finished goods	289,206	197,394
Total	$ 487,390	$ 356,590

Goodwill and Other Intangible40

Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2017	Apr. 01, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016	Dec. 31, 2016
Goodwill and Other Intangible Assets
Amortization expense	$ 4,265		$ 3,269	$ 13,002	$ 10,039
Amortizable Intangible Assets
Gross Carrying Amount	337,090			337,090		$ 339,090
Accumulated Amortization	95,363			95,363		83,409
Net Carrying Amount	241,727			241,727		255,681
Unamortizable Intangible Assets
Goodwill	615,770			615,770		614,278
Loss on sale of assets				1,608
Future amortization expense
Remainder of fiscal 2017	4,300			4,300
2,018	17,100			17,100
2,019	17,100			17,100
2,020	17,100			17,100
2,021	17,100			17,100
2,022	17,100			17,100
Acquisitions.
Impairment of intangible assets					5,405
Write-off of certain raw material and finished goods inventory					$ 791
Green Giant
Unamortizable Intangible Assets
Loss on sale of assets		$ 1,600
Trademarks
Unamortizable Intangible Assets
Unamortizable intangible assets excluding goodwill	1,373,801			1,373,801		1,373,801
Trademarks
Amortizable Intangible Assets
Gross Carrying Amount	6,800			6,800		6,800
Accumulated Amortization	2,002			2,002		1,662
Net Carrying Amount	4,798			4,798		5,138
Customer relationship
Amortizable Intangible Assets
Gross Carrying Amount	330,290			330,290		330,290
Accumulated Amortization	93,361			93,361		80,847
Net Carrying Amount	$ 236,929			$ 236,929		249,443
Seed technology
Amortizable Intangible Assets
Gross Carrying Amount						2,000
Accumulated Amortization						900
Net Carrying Amount						$ 1,100

Long-Term Debt (Details)

Long-Term Debt (Details) $ in Thousands	Apr. 03, 2017USD ($)	Mar. 30, 2017	Jul. 01, 2017USD ($)	Apr. 01, 2017USD ($)	Apr. 02, 2016USD ($)	Sep. 30, 2017USD ($)item	Oct. 01, 2016USD ($)	Dec. 31, 2016USD ($)	Jun. 04, 2013USD ($)
Information related to long-term debt
Total						$ 1,880,110
Unamortized deferred financing costs						(24,790)		$ (20,986)
Unamortized discount						(2,388)		(2,981)
Total long-term debt, net of unamortized discount						1,852,932		1,725,783
Current portion of long-term debt								(10,515)
Long-term debt						1,852,932		1,715,268
Aggregate contractual maturities of long-term debt
2,019						40,000
2,021						700,000
Thereafter						1,140,110
Long-term debt agreements
Proceeds from issuance of long-term debt						500,000
Information related to senior notes
Accrued interest						23,900		5,000
Write-off of deferred debt financing costs					$ 2,200
Write-off of unamortized discount					600
Repayments of debt						233,640	$ 150,000
Revolving credit loans
Information related to long-term debt
Total						40,000		176,000
Long-term debt agreements
Outstanding letters of credit						2,000
Available borrowing capacity						$ 458,000
Commitment fees (as a percent)						0.50%
Interest rate at period end (as a percent)						3.24%
Number of quarters consolidated leverage ratio to be maintained | item						4
Number of quarters consolidated interest coverage ratio to be maintained | item						4
Revolving credit loans | Minimum
Long-term debt agreements
Consolidated interest leverage ratio						1.75
Revolving credit loans | Maximum
Long-term debt agreements
Maximum permissible consolidated leverage ratio						6.50
Revolving credit loans | Base rate | Minimum
Information related to senior notes
Interest rate added to variable base rate (as a percent)						0.50%
Revolving credit loans | Base rate | Maximum
Information related to senior notes
Interest rate added to variable base rate (as a percent)						1.00%
Revolving credit loans | LIBOR | Minimum
Information related to senior notes
Interest rate added to variable base rate (as a percent)						1.50%
Revolving credit loans | LIBOR | Maximum
Information related to senior notes
Interest rate added to variable base rate (as a percent)						2.00%
Letters of credit facility
Long-term debt agreements
Maximum capacity available						$ 50,000
Fronting fee (as a percent)						0.25%
Incremental term loan | Maximum
Long-term debt agreements
Senior secured leverage ratio after utilization of incremental facility						4
4.625% Senior notes due 2021
Information related to long-term debt
Total						$ 700,000		$ 700,000
Interest rate (as a percent)						4.625%		4.625%	4.625%
Long-term debt agreements
Principal amount of notes									$ 700,000
Information related to senior notes
Debt issuance price (as a percent)									100.00%
4.625% Senior notes due 2021 | Redemption period beginning June 1, 2016
Information related to senior notes
Redemption price (as a percent)						103.469%
4.625% Senior notes due 2021 | Redemption period on or after June 1, 2019
Information related to senior notes
Redemption price (as a percent)						100.00%
5.25% Senior Notes due 2025
Information related to long-term debt
Total	$ 500,000					$ 500,000
Interest rate (as a percent)	5.25%					5.25%
Long-term debt agreements
Principal amount of notes	$ 500,000
Information related to senior notes
Redemption price (as a percent)	100.00%
Deferred debt financing costs capitalized during the period						$ 7,400
5.25% Senior Notes due 2025 | Redemption period beginning April 1, 2020
Information related to senior notes
Redemption price (as a percent)						103.9375%
5.25% Senior Notes due 2025 | Redemption period on or after April 1, 2023
Information related to senior notes
Redemption price (as a percent)						100.00%
Tranche A Term Loans
Information related to senior notes
Write-off of deferred debt financing costs			$ 900
Write-off of unamortized discount			$ 200
Repayments of debt					40,100
Tranche A term loans due 2019
Information related to long-term debt
Total								$ 233,640
Tranche B Term Loans due 2022
Information related to long-term debt
Total						$ 640,110		$ 640,110
Long-term debt agreements
Interest rate at period end (as a percent)						3.49%
Information related to senior notes
Deferred financing costs capitalized						$ 1,200
Repayments of debt					$ 109,900
Write-off of deferred debt financing costs and unamortized discount				$ 100
Tranche B Term Loans due 2022 | Base rate
Information related to senior notes
Interest rate added to variable base rate (as a percent)						1.25%
Tranche B Term Loans due 2022 | LIBOR
Information related to senior notes
Percentage reduction in spread from refinancing		0.75%
Interest rate added to variable base rate (as a percent)						2.25%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016	Apr. 03, 2017	Dec. 31, 2016	Jun. 04, 2013
Changes in level 3
Level 3 activity	$ 0	$ 0	$ 0	$ 0
4.625% Senior notes due 2021
Financial assets and liabilities at fair value
Face amount of senior notes							$ 700,000
Interest rate (as a percent)	4.625%		4.625%			4.625%	4.625%
5.25% Senior Notes due 2025
Financial assets and liabilities at fair value
Face amount of senior notes					$ 500,000
Interest rate (as a percent)	5.25%		5.25%		5.25%
Carrying Value | Revolving credit loans
Financial assets and liabilities at fair value
Fair values and carrying amount of revolving credit loans, term loan and senior notes	$ 40,000		$ 40,000			$ 176,000
Carrying Value | Tranche A term loans due 2019
Financial assets and liabilities at fair value
Fair values and carrying amount of revolving credit loans, term loan and senior notes						233,378
Carrying Value | Tranche B term loan due 2022
Financial assets and liabilities at fair value
Fair values and carrying amount of revolving credit loans, term loan and senior notes	637,722		637,722			637,391
Carrying Value | 4.625% Senior notes due 2021
Financial assets and liabilities at fair value
Fair values and carrying amount of revolving credit loans, term loan and senior notes	700,000		700,000			700,000
Carrying Value | 5.25% Senior Notes due 2025
Financial assets and liabilities at fair value
Fair values and carrying amount of revolving credit loans, term loan and senior notes	500,000		500,000
Fair value measured on recurring basis | Tranche A term loans due 2019
Financial assets and liabilities at fair value
Face amount of senior notes						233,600
Fair value measured on recurring basis | Tranche B term loan due 2022
Financial assets and liabilities at fair value
Face amount of senior notes	640,100		640,100
Fair value measured on recurring basis | Fair Value | Revolving credit loans | Level 2
Financial assets and liabilities at fair value
Fair values and carrying amount of revolving credit loans, term loan and senior notes	40,000		40,000			176,000
Fair value measured on recurring basis | Fair Value | Tranche A term loans due 2019 | Level 2
Financial assets and liabilities at fair value
Fair values and carrying amount of revolving credit loans, term loan and senior notes						232,795
Fair value measured on recurring basis | Fair Value | Tranche B term loan due 2022 | Level 2
Financial assets and liabilities at fair value
Fair values and carrying amount of revolving credit loans, term loan and senior notes	641,707		641,707			645,358
Fair value measured on recurring basis | Fair Value | 4.625% Senior notes due 2021 | Level 2
Financial assets and liabilities at fair value
Fair values and carrying amount of revolving credit loans, term loan and senior notes	713,125		713,125			$ 714,000
Fair value measured on recurring basis | Fair Value | 5.25% Senior Notes due 2025 | Level 2
Financial assets and liabilities at fair value
Fair values and carrying amount of revolving credit loans, term loan and senior notes	$ 509,375		$ 509,375

Accumulated Other Comprehensi43

Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016
Changes in accumulated other comprehensive loss
Beginning balance			$ 785,657
Net current period other comprehensive income	$ 833	$ (3,315)	8,572	$ (3,447)
Ending balance	791,389		791,389
Amount Reclassified from AOCL
Reclassification from AOCL
Total before tax	194	106	358	392
Income tax expense	(74)	(40)	(136)	(148)
Net of tax	120	66	222	244
Defined Benefit Pension Plan Items
Changes in accumulated other comprehensive loss
Beginning balance			(7,200)
Amounts reclassified from AOCL			222
Net current period other comprehensive income			222
Ending balance	(6,978)		(6,978)
Amortization of unrecognized prior service cost | Amount Reclassified from AOCL
Reclassification from AOCL
Total before tax	9	11	27	33
Amortization of unrecognized loss | Amount Reclassified from AOCL
Reclassification from AOCL
Total before tax	185	$ 95	331	$ 359
Foreign Currency Translation Adjustments
Changes in accumulated other comprehensive loss
Beginning balance			(12,164)
Other comprehensive income before reclassifications			8,350
Net current period other comprehensive income			8,350
Ending balance	(3,814)		(3,814)
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss
Beginning balance			(19,364)
Other comprehensive income before reclassifications			8,350
Amounts reclassified from AOCL			222
Net current period other comprehensive income			8,572
Ending balance	$ (10,792)		$ (10,792)

Pension Benefits - Net Periodic

Pension Benefits - Net Periodic Pension Cost, AOCI (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016
Components of net periodic pension cost
Service cost-benefits earned during the period	$ 1,798	$ 790	$ 4,538	$ 2,535
Interest cost on projected benefit obligation	1,284	666	3,714	2,050
Expected return on plan assets	(1,771)	(1,121)	(5,271)	(3,312)
Amortization of unrecognized prior service cost	9	11	27	33
Amortization of unrecognized loss	185	95	331	359
Net periodic pension cost	$ 1,505	$ 441	$ 3,339	$ 1,665

Pension Benefits - Expected Cas

Pension Benefits - Expected Cash Flows (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended	12 Months Ended
	Jul. 04, 2015	Sep. 30, 2017	Dec. 31, 2016
Pension Benefits
Defined benefit pension plan contribution		$ 8.5
Multi-Employer Defined Benefit Pension Plan
Maximum contribution to multi-employer plan (as a percent)			5.00%
Contribution to the multi-employer plan		0.7	$ 0.8
Maximum
Multi-Employer Defined Benefit Pension Plan
Surcharges expected to be paid		$ 0.1
Surcharges paid			$ 0.1
Plan | Minimum
Multi-Employer Defined Benefit Pension Plan
Plan expected to increase (as a percent)	5.00%

Commitments and Contingencies46

Commitments and Contingencies (Details) $ in Thousands	Sep. 30, 2017USD ($)
Future minimum lease payments under non-cancelable operating leases
2,017	$ 2,643
2,018	9,645
2,019	8,632
2,020	8,163
2,021	6,106
Thereafter	8,060
Total	$ 43,249

Commitments and Contingencies -

Commitments and Contingencies - Collective Bargaining (Details)	9 Months Ended
	Sep. 30, 2017itemagreement
Information related to Collective Bargaining Agreements
Number of employees	2,548
Number of collective bargaining agreements expiring within one year | agreement	0
Collective bargaining agreements expiration period	1 year
Collective bargaining agreement
Information related to Collective Bargaining Agreements
Number of employees	1,550
Percentage of total employees covered under collective bargaining agreements	60.80%

Earnings per Share (Details)

Earnings per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016
Earnings per Share
Antidilutive securities excluded from computation of loss per share	349,015	22,692
Weighted average shares outstanding:
Basic (in shares)	66,496,333	64,757,962	66,484,105	62,134,846
Net effect of potentially dilutive share-based compensation awards (in shares)	147,310	280,084	228,979	202,912
Diluted (in shares)	66,643,643	65,038,046	66,713,084	62,337,758

Business and Credit Concentra49

Business and Credit Concentrations and Geographic Information (Details) - item	9 Months Ended		12 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Dec. 31, 2016
Business and Credit Concentrations
Number of top customers	10
Net sales | Consolidated net sales
Business and Credit Concentrations
Maximum percentage of net sales to foreign countries	6.40%	8.40%
Net sales | Consolidated net sales | Other than Wal-Mart
Business and Credit Concentrations
Percentage of concentration risk	24.70%	24.30%
Net sales | Consolidated net sales | Top ten customers
Business and Credit Concentrations
Percentage of concentration risk	53.80%	55.30%
Accounts receivable | Trade accounts receivables | Other than Wal-Mart
Business and Credit Concentrations
Percentage of concentration risk	23.60%		21.20%
Accounts receivable | Trade accounts receivables | Top ten customers
Business and Credit Concentrations
Percentage of concentration risk	47.90%		53.40%

Share-Based Payments (Details)

Share-Based Payments (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016	Dec. 31, 2016
Options
Exercised (in shares)			(1,300)
Assumptions:
Compensation expense recognized for share-based payments	$ 1,082	$ 1,341	$ 4,284	$ 4,457
Maximum
Assumptions:
Dividend yield (as a percent)			5.22%
Cost of Goods Sold
Assumptions:
Compensation expense recognized for share-based payments	217	273	$ 689	785
Selling, General and Administrative Expenses
Assumptions:
Compensation expense recognized for share-based payments	$ 865	$ 1,068	$ 3,595	$ 3,672
Stock Option
Options
Outstanding at beginning of fiscal period (in shares)			714,580
Granted (in shares)			159,385
Exercised (in shares)			(1,300)
Forfeited (in shares)			(35,758)
Outstanding at end of quarter (in shares)	836,907		836,907		714,580
Exercisable at end of quarter (in shares)	24,396		24,396
Weighted Average Exercise Price
Outstanding at beginning of fiscal period (in dollar per share)			$ 31.65
Granted (in dollars per share)			41.31
Exercised (in dollars per share)			27.77
Forfeited (in dollars per share)			28.31
Outstanding at end of quarter (in dollar per share)	$ 33.42		$ 33.42		$ 31.65
Additional disclosures
Weighted Average Contractual Life Remaining (Years)			7 years 10 months 13 days
Share-based Compensation Arrangement by Share-based Payment Award, Stock Option Activity [Abstract]
Outstanding at end of quarter, Aggregate Intrinsic Value	$ 4,227		$ 4,227
Exercisable at end of quarter (in shares)	24,396		24,396
Exercisable at end of quarter ( in dollars per share)	$ 42.62		$ 42.62
Exercisable, Weighted Average Contractual Life Remaining (Years)			8 years 7 months 10 days
Exercisable, Aggregate Intrinsic Value	$ 12		$ 12
Assumptions:
Weighted average grant date fair value (in dollars per share)			$ 7.29		$ 5.26
Expected volatility (as a percent)					27.70%
Share based compensation expense related to long-term incentive plans
Unrecognized compensation expense	1,400		$ 1,400
Period over which unrecognized compensation expense is expected to be recognized			2 years 6 months
Stock Option | Minimum
Assumptions:
Expected volatility (as a percent)			27.50%
Expected term			5 years 6 months		5 years 6 months
Risk-free interest rate (as a percent)			1.80%		1.50%
Dividend yield (as a percent)			4.50%		3.90%
Stock Option | Maximum
Assumptions:
Expected volatility (as a percent)			29.20%
Expected term			6 years 6 months		6 years 6 months
Risk-free interest rate (as a percent)			2.40%		1.70%
Dividend yield (as a percent)					4.90%
Performance shares
Share based compensation expense related to long-term incentive plans
Unrecognized compensation expense	$ 2,200		$ 2,200
Period over which unrecognized compensation expense is expected to be recognized			2 years 3 months

Share-Based Payments - Weighted

Share-Based Payments - Weighted-Average Grant Date Fair Value (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016
Other disclosure
Total shares of common stock issued	90,019	79,570
Shares of common stock issued upon the exercise of stock options	1,300
Excess tax (deficiency) benefit	$ 820	$ 343
Performance shares
Number of Shares
Balance at the beginning of the period (in shares)	436,554
Granted (in shares)	132,000
Vested (in shares)	(110,528)	(101,094)
Forfeited (in shares)	(19,456)
Balance at the end of the period (in shares)	438,570
Weighted Average Grant Date Fair Value
Balance at the beginning of the period (in dollars per share)	$ 26.81
Granted (in dollars per share)	36.15
Vested (in dollars per share)	27.50
Forfeited (in dollars per share)	28.08
Balance at the end of the period (in dollars per share)	$ 29.38
Percentage of target number of shares that may be earned scenario 1, maximum	200.00%
Other disclosure
Number of performance shares vested	110,528	101,094
Shares withheld to fund statutory minimum tax withholding	42,368	37,596
Total shares of common stock issued	68,160	63,498
Non-Employee Directors
Other disclosure
Total shares of common stock issued	20,559	16,072

Share-Based Payments, ASU 2016-

Share-Based Payments, ASU 2016-09 (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016
Share-based Compensation Arrangement by Share-based Payment Award
Income tax benefit	$ 19,772	$ 19,181	$ 50,938	$ 57,568
ASU 2016-09
Share-based Compensation Arrangement by Share-based Payment Award
Income tax benefit			$ (800)

Net Sales by Brand (Details)

Net Sales by Brand (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016	Dec. 31, 2016
Brand
Net sales	$ 408,364	$ 318,247	$ 1,194,372	$ 977,601
Specific brand sale to total sale (as a percent)			2.00%		2.00%
Green Giant
Brand
Net sales	121,118	113,780	$ 351,771	351,157
Ortega
Brand
Net sales	33,461	35,090	105,429	106,709
Tone's
Brand
Net sales	30,484		79,127
Pirate Brands
Brand
Net sales	27,159	22,447	70,099	66,941
Maple Grove Farms of Vermont
Brand
Net sales	15,776	16,667	50,887	53,990
Mrs. Dash
Brand
Net sales	14,791	14,655	46,532	47,247
Cream of Wheat
Brand
Net sales	14,732	14,126	43,789	43,608
Victoria
Brand
Net sales	9,708		30,073
Weber
Brand
Net sales	7,342		29,888
Bear Creek Country Kitchens
Brand
Net sales	12,907	13,633	29,584	32,611
Las Palmas
Brand
Net sales	8,843	8,913	26,292	27,017
Polaner
Brand
Net sales	8,663	7,506	26,219	25,058
New York Style
Brand
Net sales	9,293	8,313	25,843	24,792
Mama Mary's
Brand
Net sales	8,207	9,355	25,374	28,733
All other brands
Brand
Net sales	$ 85,880	$ 53,762	$ 253,465	$ 169,738

Guarantor and Non-Guarantor F54

Guarantor and Non-Guarantor Financial Information (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Apr. 03, 2017	Dec. 31, 2016	Oct. 01, 2016	Jan. 02, 2016	Jun. 04, 2013
Current assets:
Cash and cash equivalents	$ 22,615		$ 28,833	$ 240,580	$ 5,246
Trade accounts receivable, net	171,343		119,265
Inventories, net	487,390		356,590
Prepaid expenses and other current assets	33,601		26,399
Income tax receivable	9,567		10,787
Total current assets	724,516		541,874
Property, plant and equipment, net of accumulated depreciation of $192,867 and $169,474	266,381		245,344
Goodwill	615,770		614,278
Other intangibles, net	1,615,528		1,629,482
Other assets	6,292		4,625
Deferred income taxes	984		7,902
Total assets	3,229,471		3,043,505
Current liabilities:
Trade accounts payable	137,205		98,033
Accrued expenses	55,474		62,393
Current portion of long-term debt			10,515
Income tax payable	112		3,875
Dividends payable	30,921		30,879
Total current liabilities	223,712		205,695
Long-term debt	1,852,932		1,715,268
Other liabilities	17,779		21,405
Deferred income taxes	343,659		315,480
Total liabilities	2,438,082		2,257,848
Stockholders' equity:
Preferred stock
Common Stock	665		664
Additional paid-in capital	297,303		387,699
Accumulated other comprehensive loss	(10,792)		(19,364)
Retained earnings	504,213		416,658
Total stockholders' equity	791,389		785,657
Total liabilities and stockholders' equity	$ 3,229,471		$ 3,043,505
4.625% Senior notes due 2021
Interest rate (as a percent)	4.625%		4.625%			4.625%
5.25% Senior Notes due 2025
Interest rate (as a percent)	5.25%	5.25%
Reportable Legal Entities | Parent
Current assets:
Investments in subsidiaries	$ 2,700,032		$ 2,563,305
Total assets	2,700,032		2,563,305
Current liabilities:
Current portion of long-term debt			10,515
Dividends payable	30,921		30,879
Total current liabilities	30,921		41,394
Long-term debt	1,877,722		1,736,254
Total liabilities	1,908,643		1,777,648
Stockholders' equity:
Preferred stock
Common Stock	665		664
Additional paid-in capital	297,303		387,699
Accumulated other comprehensive loss	(10,792)		(19,364)
Retained earnings	504,213		416,658
Total stockholders' equity	791,389		785,657
Total liabilities and stockholders' equity	2,700,032		2,563,305
Reportable Legal Entities | Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	19,133		25,119	231,357	1,964
Trade accounts receivable, net	158,101		111,350
Inventories, net	422,291		309,584
Prepaid expenses and other current assets	29,168		20,296
Income tax receivable	8,698		10,780
Total current assets	637,391		477,129
Property, plant and equipment, net of accumulated depreciation of $192,867 and $169,474	221,173		211,843
Goodwill	615,770		614,278
Other intangibles, net	1,615,528		1,629,482
Other assets	6,278		4,612
Deferred income taxes			7,036
Investments in subsidiaries	89,846		96,187
Total assets	3,185,986		3,040,567
Current liabilities:
Trade accounts payable	104,376		88,668
Accrued expenses	52,539		60,957
Intercompany payables	(7,609)		11,738
Total current liabilities	149,306		161,363
Long-term debt	(24,790)		(20,986)
Other liabilities	17,779		21,405
Deferred income taxes	343,659		315,480
Total liabilities	485,954		477,262
Stockholders' equity:
Preferred stock
Additional paid-in capital	2,208,836		2,168,236
Accumulated other comprehensive loss	(10,792)		(19,364)
Retained earnings	501,988		414,433
Total stockholders' equity	2,700,032		2,563,305
Total liabilities and stockholders' equity	3,185,986		3,040,567
Reportable Legal Entities | Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	3,482		3,714	$ 9,223	$ 3,282
Trade accounts receivable, net	13,242		7,915
Inventories, net	65,099		47,006
Prepaid expenses and other current assets	4,433		6,103
Income tax receivable	869		7
Intercompany receivables			12,183
Total current assets	87,125		76,928
Property, plant and equipment, net of accumulated depreciation of $192,867 and $169,474	45,208		33,501
Other assets	14		13
Deferred income taxes	984		866
Total assets	133,331		111,308
Current liabilities:
Trade accounts payable	32,829		9,365
Accrued expenses	2,935		1,436
Income tax payable	112		3,875
Intercompany payables	7,609		445
Total current liabilities	43,485		15,121
Total liabilities	43,485		15,121
Stockholders' equity:
Preferred stock
Additional paid-in capital	68,253		86,833
Accumulated other comprehensive loss	(3,814)		(12,164)
Retained earnings	25,407		21,518
Total stockholders' equity	89,846		96,187
Total liabilities and stockholders' equity	133,331		111,308
Eliminations
Current assets:
Intercompany receivables			(12,183)
Total current assets			(12,183)
Investments in subsidiaries	(2,789,878)		(2,659,492)
Total assets	(2,789,878)		(2,671,675)
Current liabilities:
Intercompany payables			(12,183)
Total current liabilities			(12,183)
Total liabilities			(12,183)
Stockholders' equity:
Preferred stock
Additional paid-in capital	(2,277,089)		(2,255,069)
Accumulated other comprehensive loss	14,606		31,528
Retained earnings	(527,395)		(435,951)
Total stockholders' equity	(2,789,878)		(2,659,492)
Total liabilities and stockholders' equity	$ (2,789,878)		$ (2,671,675)

Guarantor and Non-Guarantor F55

Guarantor and Non-Guarantor Financial Information - Operating Income and Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016
Net sales	$ 408,364	$ 318,247	$ 1,194,372	$ 977,601
Cost of goods sold	285,109	202,821	833,316	636,545
Gross profit	123,255	115,426	361,056	341,056
Operating expenses:
Selling, general and administrative expenses	43,019	42,465	146,244	115,989
Amortization expense	4,265	3,269	13,002	10,039
Impairment of intangible assets				5,405
Operating income	75,971	69,692	201,810	209,623
Other income and expenses:
Interest expense, net	23,374	17,974	65,019	55,535
Loss on extinguishment of debt			1,163	2,836
Other expense (income)	95	127	(2,865)	(2,173)
Income before income tax expense	52,502	51,591	138,493	153,425
Income tax benefit	19,772	19,181	50,938	57,568
Net income	32,730	32,410	87,555	95,857
Comprehensive income (loss)	33,563	29,095	96,127	92,410
Eliminations
Net sales	(11,847)	(7,197)	(52,420)	(21,638)
Cost of goods sold	(11,847)	(7,197)	(52,420)	(21,638)
Other income and expenses:
Equity in earnings of subsidiaries	(37,049)	(37,009)	(91,444)	(108,382)
Net income	(37,049)	(37,009)	(91,444)	(108,382)
Comprehensive income (loss)	(37,640)	(33,562)	(99,572)	(104,447)
Parent | Reportable Legal Entities
Other income and expenses:
Equity in earnings of subsidiaries	32,730	32,410	87,555	95,857
Net income	32,730	32,410	87,555	95,857
Comprehensive income (loss)	33,563	29,095	96,127	92,410
Guarantor Subsidiaries | Reportable Legal Entities
Net sales	374,514	294,871	1,121,897	912,945
Cost of goods sold	260,077	188,720	776,312	593,688
Gross profit	114,437	106,151	345,585	319,257
Operating expenses:
Selling, general and administrative expenses	39,877	39,619	136,921	111,538
Amortization expense	4,265	3,269	13,002	10,039
Impairment of intangible assets				5,405
Operating income	70,295	63,263	195,662	192,275
Other income and expenses:
Interest expense, net	23,374	17,974	65,019	55,535
Loss on extinguishment of debt			1,163	2,836
Other expense (income)	95	127	(2,865)	(2,173)
Income before income tax expense	46,826	45,162	132,345	136,077
Income tax benefit	18,415	17,351	48,679	52,745
Equity in earnings of subsidiaries	4,319	4,599	3,889	12,525
Net income	32,730	32,410	87,555	95,857
Comprehensive income (loss)	32,609	32,344	87,333	95,613
Non-Guarantor Subsidiaries | Reportable Legal Entities
Net sales	45,697	30,573	124,895	86,294
Cost of goods sold	36,879	21,298	109,424	64,495
Gross profit	8,818	9,275	15,471	21,799
Operating expenses:
Selling, general and administrative expenses	3,142	2,846	9,323	4,451
Operating income	5,676	6,429	6,148	17,348
Other income and expenses:
Income before income tax expense	5,676	6,429	6,148	17,348
Income tax benefit	1,357	1,830	2,259	4,823
Net income	4,319	4,599	3,889	12,525
Comprehensive income (loss)	$ 5,031	$ 1,218	$ 12,239	$ 8,834

Guarantor and Non-Guarantor F56

Guarantor and Non-Guarantor Financial Information - Cash Flows (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016
Cash flows from operating activities:
Net cash provided by operating activities	$ 7,537	$ 192,778
Cash flows from investing activities:
Capital expenditures	(42,728)	(24,807)
Proceeds from sale of assets	2,229
Payments for acquisition of businesses, net of cash acquired	(117)
Net cash used in investing activities	(40,616)	(24,807)
Cash flows from financing activities:
Repayments of long-term debt	(233,640)	(150,000)
Proceeds from issuance of long-term debt	500,000
Repayments of borrowings under revolving credit facility	(221,000)	(50,000)
Borrowings under revolving credit facility	85,000	10,000
Proceeds from issuance of common stock, net	36	331,879
Dividends paid	(92,710)	(72,916)
Excess tax benefits from share-based compensation	820	343
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation	(1,962)	(1,410)
Debt financing costs	(8,637)
Net cash provided by financing activities	27,087	67,896
Effect of exchange rate fluctuations on cash and cash equivalents	(226)	(533)
Net (decrease) increase in cash and cash equivalents	(6,218)	235,334
Cash and cash equivalents at beginning of period	28,833	5,246
Cash and cash equivalents at end of period	22,615	240,580
Parent | Reportable Legal Entities
Cash flows from financing activities:
Repayments of long-term debt	(233,640)	(150,000)
Proceeds from issuance of long-term debt	500,000
Repayments of borrowings under revolving credit facility	(221,000)	(50,000)
Borrowings under revolving credit facility	85,000	10,000
Proceeds from issuance of common stock, net	36	331,879
Dividends paid	(92,710)	(72,916)
Intercompany transactions	(37,686)	(68,963)
Guarantor Subsidiaries | Reportable Legal Entities
Cash flows from operating activities:
Net cash provided by operating activities	(2,069)	165,362
Cash flows from investing activities:
Capital expenditures	(32,348)	(20,557)
Proceeds from sale of assets	2,229
Payments for acquisition of businesses, net of cash acquired	(117)
Net cash used in investing activities	(30,236)	(20,557)
Cash flows from financing activities:
Excess tax benefits from share-based compensation		343
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation	(1,962)	(1,410)
Debt financing costs	(8,637)
Intercompany transactions	36,918	85,655
Net cash provided by financing activities	26,319	84,588
Net (decrease) increase in cash and cash equivalents	(5,986)	229,393
Cash and cash equivalents at beginning of period	25,119	1,964
Cash and cash equivalents at end of period	19,133	231,357
Non-Guarantor Subsidiaries | Reportable Legal Entities
Cash flows from operating activities:
Net cash provided by operating activities	9,606	27,416
Cash flows from investing activities:
Capital expenditures	(10,380)	(4,250)
Net cash used in investing activities	(10,380)	(4,250)
Cash flows from financing activities:
Intercompany transactions	768	(16,692)
Net cash provided by financing activities	768	(16,692)
Effect of exchange rate fluctuations on cash and cash equivalents	(226)	(533)
Net (decrease) increase in cash and cash equivalents	(232)	5,941
Cash and cash equivalents at beginning of period	3,714	3,282
Cash and cash equivalents at end of period	$ 3,482	$ 9,223

Subsequent Events (Details)

Subsequent Events (Details) $ in Millions	Oct. 02, 2017USD ($)
Subsequent event | Back To Nature Foods Company, LLC
Subsequent events
Cash paid	$ 162.5