B&G Foods (BGS) 10-Q 2 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 29, 2018	Oct. 31, 2018
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. 29, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-29
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		65,932,909
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3
Entity Small Business	false
Entity Emerging Growth Company	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 29, 2018	Dec. 30, 2017
Current assets:
Cash and cash equivalents	$ 26,171	$ 206,506
Trade accounts receivable, net	170,140	141,392
Inventories	487,432	501,849
Assets held for sale	238,671
Prepaid expenses and other current assets	28,501	20,054
Income tax receivable	14,402	16,794
Total current assets	965,317	886,595
Property, plant and equipment, net of accumulated depreciation of $223,575 and $200,664	276,761	272,192
Goodwill	585,153	649,292
Other intangibles, net	1,600,061	1,748,220
Other assets	1,439	1,617
Deferred income taxes	3,252	3,122
Total assets	3,431,983	3,561,038
Current liabilities:
Trade accounts payable	156,267	122,358
Accrued expenses	60,679	48,067
Current portion of long-term debt	352,198
Income tax payable	951	139
Dividends payable	31,318	30,922
Total current liabilities	601,413	201,486
Long-term debt	1,723,110	2,217,574
Other liabilities	22,007	24,881
Deferred income taxes	252,867	236,278
Total liabilities	2,599,397	2,680,219
Commitments and contingencies (Note 11)
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; 65,932,909 and 66,499,044 shares issued and outstanding as of September 29, 2018 and December 30, 2017	659	665
Additional paid-in capital	156,193	266,789
Accumulated other comprehensive loss	(18,898)	(20,756)
Retained earnings	694,632	634,121
Total stockholders' equity	832,586	880,819
Total liabilities and stockholders' equity	$ 3,431,983	$ 3,561,038

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 29, 2018	Dec. 30, 2017
Consolidated Balance Sheets
Property, plant and equipment, accumulated depreciation (in dollars)	$ 223,575	$ 200,664
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	65,932,909	66,499,044
Common stock, shares outstanding	65,932,909	66,499,044

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017
Consolidated Statements of Operations
Net sales	$ 422,602	$ 406,051	$ 1,242,709	$ 1,180,034
Cost of goods sold	307,563	285,109	943,141	833,316
Gross profit	115,039	120,942	299,568	346,718
Operating expenses:
Selling, general and administrative expenses	39,987	40,999	119,827	133,105
Amortization expense	4,634	4,265	13,852	13,002
Operating income	70,418	75,678	165,889	200,611
Other income and expenses:
Interest expense, net	27,932	23,374	83,845	65,019
Loss on extinguishment of debt			3,324	1,163
Other income	(1,313)	(198)	(2,979)	(4,064)
Income before income tax expense	43,799	52,502	81,699	138,493
Income tax expense	11,811	19,772	21,188	50,938
Net income	$ 31,988	$ 32,730	$ 60,511	$ 87,555
Weighted average shares outstanding:
Basic (in shares)	65,932,352	66,496,333	66,252,392	66,484,105
Diluted (in shares)	66,020,775	66,643,643	66,363,252	66,713,084
Earnings per share:
Basic (in dollars per share)	$ 0.49	$ 0.49	$ 0.91	$ 1.32
Diluted (in dollars per share)	0.48	0.49	0.91	1.31
Cash dividends declared per share (in dollars per share)	$ 0.475	$ 0.465	$ 1.415	$ 1.395

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017
Consolidated Statements of Comprehensive Income
Net income	$ 31,988	$ 32,730	$ 60,511	$ 87,555
Other comprehensive income:
Foreign currency translation adjustments	3,998	713	1,471	8,350
Amortization of unrecognized prior service cost and pension deferrals, net of tax	138	120	387	222
Other comprehensive income	4,136	833	1,858	8,572
Comprehensive income	$ 36,124	$ 33,563	$ 62,369	$ 96,127

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net income	$ 60,511	$ 87,555
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	39,933	36,284
Amortization of deferred debt financing costs and bond discount	4,410	4,263
Deferred income taxes	16,496	35,079
Loss on sale of assets		1,608
Write-off of property, plant, and equipment	99	107
Loss on extinguishment of debt	3,324	1,163
Share-based compensation expense	3,346	4,284
Changes in assets and liabilities, net of effects of businesses acquired and assets held for sale:
Trade accounts receivable	(30,523)	(52,044)
Inventories	6,933	(127,052)
Prepaid expenses and other current assets	(8,339)	(6,407)
Income tax receivable/payable	2,377	(3,025)
Other assets	212	(1,309)
Trade accounts payable	30,353	38,787
Accrued expenses	11,481	(8,130)
Other liabilities	(1,550)	(3,626)
Net cash provided by operating activities	139,063	7,537
Cash flows from investing activities:
Capital expenditures	(25,916)	(42,728)
Proceeds from sale of assets		2,229
Payments for acquisition of businesses, net of cash acquired	(30,787)	(117)
Net cash used in investing activities	(56,703)	(40,616)
Cash flows from financing activities:
Repayments of long-term debt	(150,000)	(233,640)
Proceeds from issuance of long-term debt		500,000
Repayments of borrowings under revolving credit facility	(50,000)	(221,000)
Borrowings under revolving credit facility	50,000	85,000
Proceeds from issuance of common stock, net	21	36
Dividends paid	(93,206)	(92,710)
Payments for repurchase of common stock, net	(18,529)
Excess tax benefits from share-based compensation	305	820
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation	(1,832)	(1,962)
Debt financing costs		(8,637)
Net cash (used in) provided by financing activities	(263,546)	27,087
Effect of exchange rate fluctuations on cash and cash equivalents	851	(226)
Net (decrease) in cash and cash equivalents	(180,335)	(6,218)
Cash and cash equivalents at beginning of period	206,506	28,833
Cash and cash equivalents at end of period	26,171	22,615
Supplemental disclosures of cash flow information:
Cash interest payments	59,484	41,824
Cash income tax payments	2,337	15,084
Non-cash transactions:
Dividends declared and not yet paid	31,318	$ 30,921
Accruals related to purchases of property, plant and equipment	$ 3,125

Nature of Operations

Nature of Operations	9 Months Ended
	Sep. 29, 2018
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, oatmeal and other 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, cookies and crackers, nut clusters and other specialty products. Our products are marketed under many recognized brands, including Ac’cent , B&G , B&M , Back to Nature , 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 , McCann’s , Molly McButter , Mrs. Dash , New York Flatbreads , New York Style , Old London , Ortega , Polaner , Red Devil , Regina , Sa-són , Sclafani , SnackWell’s , Spice Islands , Spring Tree , Sugar Twin , Tone’s , Trappey’s , TrueNorth , Underwood , Vermont Maid , Victoria , Weber and Wright’s . 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. 29, 2018
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 29, 2018 (fiscal 2018) and our fiscal year ended December 30, 2017 (fiscal 2017) each contain 52 weeks. Each quarter of fiscal 2018 and 2017 contains 13 weeks. Basis of Presentation The accompanying unaudited consolidated interim financial statements for the thirteen and thirty-nine week periods ended September 29, 2018 (third quarter and first three quarters of 2018) and September 30, 2017 (third quarter and first three quarters of 2017) have been prepared by our company in accordance with generally accepted accounting principles (GAAP) 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 GAAP 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 29, 2018, and the results of our operations, comprehensive income and cash flows for the third quarter and first three quarters of 2018 and 2017. Our results of operations for the third quarter and first three quarters of 2018 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 2017 filed with the SEC on March 1, 2018. Certain prior year amounts have been reclassified to conform to the current year presentation. Use of Estimates The preparation of financial statements in accordance with GAAP 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 2017, the Financial Accounting Standards Board (FASB) issued a new Accounting Standards Update (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 and present the other components of net periodic pension cost below operating profit. The update was effective beginning with the first quarter of fiscal 2018. We adopted this standard as of the first quarter of fiscal 2018. The adoption of this ASU did not have any impact on our consolidated financial position, results of operations or liquidity, but did require a reclassification among selling, general and administrative expenses and other expense (income) on our consolidated statements of operations. 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. We adopted this guidance and related amendments as of the first quarter of fiscal 2018, applying the full retrospective transition method to all contracts. We concluded that the adoption of this standard primarily affected our policies and estimation methodologies of variable consideration associated with rebates and bill-backs, product returns and cash discounts. The provisions of the new standard did not impact the timing of revenue recognition but did impact the classification of certain payments to customers, moving an immaterial amount of such payments from expense to a deduction from net sales. Our sales predominantly contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are shipped to the customer. Revenues are recognized in an amount that reflects the net consideration we expect to receive in exchange for the goods. We report all amounts billed to a customer in a sale transaction as revenue, including those amounts related to shipping and handling. Shipping and handling costs are included in cost of goods sold. Under the new revenue guidance, we recognize our shipping and handling activities as a fulfillment of our promise to transfer products to our customers. We promote our products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the sale price based on amounts estimated as being due to customers and consumers at the end of a period. We derive these estimates principally on historical utilization and redemption rates. Payment terms in our invoices are based on the billing schedule established in our contracts or purchase orders with customers. We generally recognize the related trade receivable when the goods are shipped. In certain cases, we require a payment in advance of performance when the customer’s credit has not been established. We record these revenues as a contract liability; however, these amounts have historically been immaterial. The below tables set forth the adjustments to net sales, gross profit, selling, general and administrative expenses, operating income and other expense (income) during each quarter of 2017 as a result of the newly adopted revenue recognition standard and newly adopted presentation of net periodic pension cost and net periodic postretirement benefit cost (in thousands). Thirteen Weeks Ended April 1, 2017 As Reported Impact of Revenue Adoption Impact of Pension Adoption As Adjusted Net sales $ 417,874 $ (5,567) $ — $ 412,307 Cost of goods sold 291,088 — — 291,088 Gross profit 126,786 (5,567) — 121,219 Selling, general and administrative expenses 53,634 (5,567) 453 48,520 Operating income 68,680 — (453) 68,227 Other income (2,144) — (453) (2,597) Net income $ 32,764 $ — $ — $ 32,764 Basic and diluted earnings per share $ 0.49 $ — $ — $ Thirteen Weeks Ended July 1, 2017 As Reported Impact of Revenue Adoption Impact of Pension Adoption As Adjusted Net sales $ 368,134 $ (6,458) $ — $ 361,676 Cost of goods sold 257,119 — — 257,119 Gross profit 111,015 (6,458) — 104,557 Selling, general and administrative expenses 49,591 (6,458) 453 43,586 Operating income 57,159 — (453) 56,706 Other income (816) — (453) (1,269) Net income $ 22,061 $ — $ — $ 22,061 Basic and diluted earnings per share $ 0.33 $ — $ — $ Thirteen Weeks Ended September 30, 2017 As Reported Impact of Revenue Adoption Impact of Pension Adoption As Adjusted Net sales $ 408,364 $ (2,313) $ — $ 406,051 Cost of goods sold 285,109 — — 285,109 Gross profit 123,255 (2,313) — 120,942 Selling, general and administrative expenses 43,019 (2,313) 293 40,999 Operating income 75,971 — (293) 75,678 Other expense (income) 95 — (293) (198) Net income $ 32,730 $ — $ — $ 32,730 Basic and diluted earnings per share $ 0.49 $ — $ — $ Thirteen Weeks Ended December 30, 2017 As Reported Impact of Revenue Adoption Impact of Pension Adoption As Adjusted Net sales $ 473,684 $ (7,331) $ — $ 466,353 Cost of goods sold 372,493 — — 372,493 Gross profit 101,191 (7,331) — 93,860 Selling, general and administrative expenses 58,990 (7,331) 292 51,951 Operating income 37,592 — (292) 37,300 Other expense (income) 1,258 — (292) 966 Net income $ 129,908 $ — $ — $ 129,908 Basic and diluted earnings per share $ 1.95 $ — $ — $ In January 2017, the FASB issued a new ASU that clarifies the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business may affect many areas of accounting, including acquisitions, disposals, goodwill and consolidation. The ASU is applied on a prospective basis and is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We adopted this standard as of the first quarter of fiscal 2018, and there was no material impact to our consolidated financial statements. We applied this ASU while evaluating whether McCann’s , acquired on July 16, 2018, and Pirate Brands, sold on October 17, 2018, met the definition of a business. See Note 3, “Acquisitions and Divestitures.” In August 2016, the FASB issued a new ASU to provide guidance on eight specific cash flow classification issues and reduce diversity in practice in how some cash receipts and cash payments are presented and classified on the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We adopted this standard as of the first quarter of fiscal 2018, and there was no material impact to our consolidated financial statements. Recently Issued Accounting Standards In August 2018, the SEC issued a final rule to amend certain disclosure requirements. Under the new rule, registrants will be required to disclose in interim periods in quarterly reports on Form 10-Q (1) the changes in each caption of stockholders’ equity and noncontrolling interests for the “current and comparative year-to-date periods, with subtotals for each interim period” and (2) the amount of dividends per share for each class of shares. The interim disclosures of changes in stockholders’ equity, including dividends per share amounts, may be given in a note to the financial statements or in a separate financial statement. The interim disclosures of the changes in stockholders’ equity should be in the form of a reconciliation of the beginning balance to the ending balance for each period for which a statement of operations is required to be filed, with all significant reconciling items described by appropriate captions. The reconciliation should also reflect any adjustments to the balance at the beginning of the earliest period presented for items retroactively applied to periods prior to that period. The new rule is effective for interim periods beginning after November 5, 2018. We expect to adopt the new rule as of the first quarter of fiscal 2019. In August 2018, the FASB issued a new ASU that aims to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies by changing disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The update is effective for fiscal years beginning after December 15, 2020. We expect to update our defined benefit pension plan disclosures when the new standard becomes effective. We do not expect the adoption of this ASU to have an impact to our consolidated financial statements as this ASU only modifies disclosure requirements. In August 2018, the FASB issued a new ASU that aims to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies by changing disclosure requirements for fair value measurement. The update is effective for fiscal years beginning after December 15, 2019. We expect to update our fair value measurement disclosures when the new standard becomes effective. We do not expect the adoption of this ASU to have an impact to our consolidated financial statements as this ASU only modifies disclosure requirements. In January 2017, the FASB issued an amendment to the standards of goodwill impairment testing. The new guidance simplifies the test for goodwill impairment, by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The update is effective for fiscal years beginning after December 15, 2019. We expect to adopt the standards when they become effective. 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 and to disclose key information about leasing arrangements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The new standard is effective for us on December 30, 2018, with early adoption permitted. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. We expect to adopt the new standard on December 30, 2018 and use the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before December 30, 2018. The new standard provides a number of optional practical expedients in transition. We expect to elect the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We do not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. We expect to elect all of the new standard’s available transition practical expedients. We do not expect that this standard will have a material effect on our financial statements. While we continue to assess all of the effects of adoption, we currently believe the most significant effects relate to (1) the recognition of new ROU assets and lease liabilities on our balance sheet for our operating leases; and (2) providing significant new disclosures about our leasing activities. We do not expect a significant change in our leasing activities between now and adoption. The new standard also provides practical expedients for an entity’s ongoing accounting. We currently expect to elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also currently expect to elect the practical expedient to not separate lease and non-lease components for all of our leases.

Acquisitions and Divestitures

Acquisitions and Divestitures	9 Months Ended
	Sep. 29, 2018
Acquisitions And Divestitures
Acquisitions and Divestitures	(3) Acquisitions and Divestitures Back to Nature Acquisition On October 2, 2017, we completed the acquisition of Back to Nature Foods Company, LLC and related entities, including the Back to Nature and SnackWell’s brands, from Brynwood Partners VI L.P., Mondelēz International and certain other sellers for approximately $162.8 million in cash. We refer to this acquisition as the “ Back to Nature acquisition.” The following table sets forth the preliminary allocation of the Back to Nature 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. During the first three quarters of 2018, we recorded a purchase price adjustment to increase goodwill by $3.7 million and unamortizable trademarks by $0.1 million, and decrease inventory by $1.7 million and other working capital by $2.1 million. We anticipate completing the purchase price allocation during the fourth quarter of fiscal 2018. Back to Nature Acquisition (in thousands): Purchase Price: Cash paid $ 162,848 Total $ 162,848 Preliminary Allocation: Trademarks—unamortizable intangible assets $ 109,900 Trademarks—amortizable intangible assets 12,800 Goodwill 37,243 Customer relationship intangibles—amortizable intangible assets 14,700 Inventory 5,088 Long-term deferred income tax liabilities, net (10,801) Other working capital (6,082) Total $ 162,848 The Back to Nature acquisition was not material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented. McCann’s Acquisition On July 16, 2018, we acquired the McCann’s brand of premium Irish oatmeal from TreeHouse Foods, Inc. for approximately $30.8 million in cash. We refer to this acquisition as the “ McCann’s acquisition.” The following table sets forth the preliminary allocation of the McCann’s 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 third quarter of fiscal 2019. McCann’s Acquisition (in thousands): Purchase Price: Cash paid $ 30,787 Total $ 30,787 Preliminary Allocation: Property, plant and equipment $ 12 Inventory 973 Trademarks—unamortizable intangible assets 24,800 Customer relationship intangibles—amortizable intangible assets 2,000 Accrued expenses (100) Goodwill 3,102 Total $ 30,787 The McCann’s acquisition was not material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented. Pirate Brands Divestiture On September 12, 2018, B&G Foods, Inc., B&G Foods North America, Inc., a wholly owned operating subsidiary of B&G Foods, Inc., Pirate Brands, LLC, a wholly owned subsidiary of B&G Foods North America, Inc., and The Hershey Company entered into an asset purchase agreement, pursuant to which B&G Foods, B&G Foods North America and Pirate Brands agreed to sell our Pirate Brands business to The Hershey Company for a purchase price of $420.0 million in cash, subject to closing and post-closing adjustments based upon inventory at closing. The Pirate Brands business includes the Pirate’s Booty , Smart Puffs and Original Tings brands. We refer to this divestiture as the “Pirate Brands sale.” The following table sets forth assets held for sale at September 29, 2018 relating to the then pending Pirate Brands sale. The Pirate Brands sale closed on October 17, 2018. See Note 17, “Subsequent Events.” Pirate Brands Assets Held for Sale (in thousands): Inventory $ 6,031 Property, plant and equipment 404 Customer relationship intangibles—amortizable intangible assets 8,408 Trademarks—unamortizable intangible assets 152,800 Goodwill 70,952 Other 77 Total $ 238,671

Inventories

Inventories	9 Months Ended
	Sep. 29, 2018
Inventories
Inventories	(4) Inventories are stated at the lower of cost or net realizable value 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 29, 2018 December 30, 2017 Raw materials and packaging $ 68,988 $ 70,315 Work-in-process 134,134 140,425 Finished goods 284,310 291,109 Total $ 487,432 $

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	9 Months Ended
	Sep. 29, 2018
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 29, 2018 December 30, 2017 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Amortizable Intangible Assets Trademarks $ 19,600 $ 3,095 $ 16,505 $ 19,600 $ 2,276 $ 17,324 Customer relationships 335,590 107,734 227,856 344,990 97,695 247,295 Total amortizable intangible assets $ 355,190 $ 110,829 $ 244,361 $ 364,590 $ 99,971 $ 264,619 Unamortizable Intangible Assets Goodwill $ 585,153 $ 649,292 Trademarks $ 1,355,700 $ 1,483,601 Amortization expense associated with amortizable intangible assets for the third quarter and first three quarters of 2018 was $4.6 million and $13.9 million, respectively, and is recorded in operating expenses. 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. We expect to recognize an additional $4.5 million of amortization expense associated with our amortizable intangible assets during the remainder of fiscal 2018, and thereafter $18.0 million of amortization expense in each of the fiscal years 2019 through 2022. See Note 3, “Acquisitions and Divestitures.”

Long-Term Debt

Long-Term Debt	9 Months Ended
	Sep. 29, 2018
Long-Term Debt
Long-Term Debt	(6) Long-term debt consists of the following, as of the dates indicated (in thousands): September 29, 2018 December 30, 2017 Revolving credit loans $ — $ — Tranche B term loans due 2022 500,110 650,110 4.625% senior notes due 2021 700,000 700,000 5.25% senior notes due 2025 900,000 900,000 Unamortized deferred financing costs (26,809) (34,167) Unamortized discount 2,007 1,631 Total long-term debt, net of unamortized deferred financing costs and discount 2,075,308 2,217,574 Current portion of long-term debt 352,198 — Long-term debt, net of unamortized deferred financing costs and discount, and excluding current portion $ 1,723,110 $ 2,217,574 As of September 29, 2018, the aggregate contractual maturities of long-term debt are as follows (in thousands): Years ending December: 2018 $ 352,198 2019 — 2020 — 2021 700,000 2022 147,912 Thereafter 900,000 Total $ 2,100,110 Senior Secured Credit Agreement. In fiscal 2017, we refinanced our senior secured credit facility twice by amending and restating our senior secured credit agreement, first on March 30, 2017, and again on November 20, 2017. The first refinancing, on March 30, 2017, reduced by 0.75% the spread over LIBOR or the applicable base rate on the then-outstanding $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. On November 20, 2017, we again refinanced our senior secured credit facility. This second refinancing increased the principal amount of the tranche B term loans by $10.0 million to $650.1 million, reduced by 25 basis points the spread over LIBOR or the applicable base rate on the tranche B term loans and any revolving loans, increased the aggregate commitments under our revolving credit facility from $500.0 million to $700.0 million, and extended the maturity date applicable to our revolving credit facility from June 2019 to November 2022. We made optional prepayments of aggregate principal amount of our tranche B term loans of $125.0 million in the first quarter of 2018 and $25.0 million in the second quarter of 2018. At September 29, 2018, $500.1 million aggregate principal amount of tranche B term loans were outstanding and no amount of revolving credit loans were outstanding under our credit agreement. As of September 29, 2018, $352.2 million aggregate principal amount of tranche B term loans was subject to mandatory prepayment within five business days of the closing of the then pending Pirate Brands sale, and the remaining $147.9 million was due and payable at maturity on November 2, 2022. Following the closing of the Pirate Brands sale, we have prepaid and retired the entire $500.1 million aggregate principal amount of tranche B term loans that were outstanding as of September 29, 2018. See Note 17, “Subsequent Events.” At September 29, 2018, the available borrowing capacity under our revolving credit facility, net of outstanding letters of credit of $2.2 million, was $697.8 million. See Note 17, “Subsequent Events.” 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 November 21, 2022. We may prepay 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 0.25% to 0.75%, and LIBOR plus an applicable margin ranging from 1.25% to 1.75%, in each case depending on our consolidated leverage ratio. Interest under the tranche B term loan facility was determined based on alternative rates that we could choose in accordance with the credit agreement, including a base rate per annum plus an applicable margin of 1.00%, and LIBOR plus an applicable margin of 2.00%. 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 7.00 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 29, 2018, 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. 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 29, 2018, 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. On November 20, 2017, we issued an additional $400.0 million aggregate principal amount of 5.25% senior notes due 2025 at a price to the public 101% of their face value plus accrued interest from October 1, 2017, which equates to a yield to worst of 5.03%. The notes issued in November were issued as additional notes under the same indenture as our 5.25% senior notes due 2025 that were issued in April, and, as such, form a single series and trade interchangeably with the previously issued 5.25% senior notes. We used the net proceeds of the April 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 used the net proceeds of the November offering to repay all of the then outstanding borrowings and amounts due under our revolving credit facility and to pay related fees and expenses. We have used a portion of, and intend to use the remaining portion of, the net proceeds of the April and November offerings for general corporate purposes, which have included and 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. As of September 29, 2018, we were in compliance with all of the covenants in the indenture governing the 5.25% senior notes. 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 16, “Guarantor and Non-Guarantor Financial Information.” Accrued Interest . At September 29, 2018 and December 30, 2017, accrued interest of $34.6 million and $14.6 million, respectively, is included in accrued expenses in the accompanying unaudited consolidated balance sheets. Loss on Extinguishment of Debt . During the second quarter of 2018, we incurred a loss on extinguishment of debt in connection with the prepayment of our tranche B term loans, which includes the write-off of deferred debt financing costs of $0.4 million and the write-off of unamortized discount of $0.1 million. During the first three quarters of 2018, we incurred a loss on extinguishment of debt in connection with the prepayment of our tranche B term loans, which includes the write-off of deferred debt financing costs of $2.8 million and the write-off of unamortized discount of $0.5 million. 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 in each case.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 29, 2018
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 GAAP in the United States, 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. The carrying values and fair values of our revolving credit loans, term loans, 4.625% senior notes and 5.25% senior notes as of September 29, 2018 and December 30, 2017 are as follows (in thousands): September 29, 2018 December 30, 2017 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans — — — — Tranche B term loans due 2022 498,612 (2) 504,845 (1) 647,831 (2) 652,689 (1) 4.625% senior notes due 2021 700,000 696,500 (4) 700,000 710,500 (4) 5.25% senior notes due 2025 903,506 (3) 863,978 (4) 903,910 (3) 919,729 (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 B term loans are net of discount. At September 29, 2018 and December 30, 2017, the face amounts of the tranche B term loans were $500.1 million and $650.1 million, respectively. (3) The carrying values of the 5.25% senior notes due 2025 include a premium. At September 29, 2018 and December 30, 2017 the face amount of the 5.25% senior notes due 2025 was $900.0 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 2018 or 2017.

Accumulated Other Comprehensive

Accumulated Other Comprehensive Loss	9 Months Ended
	Sep. 29, 2018
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 2018 and 2017 are as follows (in thousands): Amounts Reclassified from AOCL Thirteen Weeks Ended Thirty-nine Weeks Ended Affected Line Item in September 29, September 30, September 29, September 30, the Statement Where Details about AOCL Components 2018 2017 2018 2017 Net Income is Presented Defined benefit pension plan items Amortization of unrecognized prior service cost $ 1 $ 9 $ 2 $ 27 See (1) below Amortization of unrecognized loss 183 185 514 331 See (1) below Accumulated other comprehensive loss before tax 184 194 516 358 Total before tax Tax expense (46) (74) (129) (136) Income tax expense Total reclassification $ 138 $ 120 $ 387 $ 222 Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 10, “Pension Benefits,” for additional information. Changes in AOCL for the first three quarters of 2018 are as follows (in thousands): Foreign Currency Defined Benefit Translation Pension Plan Items Adjustments Total Beginning balance $ (12,985) $ (7,771) $ (20,756) Other comprehensive income before reclassifications — 1,471 1,471 Amounts reclassified from AOCL 387 — 387 Net current period other comprehensive income 387 1,471 1,858 Ending balance $ (12,598) $ (6,300) $ (18,898)

Stock Repurchase Program

Stock Repurchase Program	9 Months Ended
	Sep. 29, 2018
Stock Repurchase Program
Stock Repurchase Program	(9) On March 13, 2018, our board of directors authorized a stock repurchase program for the repurchase of up to $50.0 million of our company’s common stock through March 15, 2019. Under the authorization, we may purchase shares of common stock from time to time in the open market or in privately negotiated transactions in compliance with the applicable rules and regulations of the SEC. The timing and amount of stock repurchases under the program will be at the discretion of management, and will depend on available cash, market conditions and other considerations. Therefore, we cannot assure you as to the number or aggregate dollar amount of shares that will be repurchased under the repurchase program. We may discontinue the program at any time. Any shares repurchased pursuant to the repurchase program will be cancelled. During the second quarter of 2018, we repurchased and retired 694,749 shares of common stock at an average price per share (excluding fees and commissions) of $26.65, or $18.5 million in the aggregate. As of September 29, 2018, we had $31.5 million available for future repurchases of common stock under the stock repurchase program. We did not repurchase any shares of common stock during the first quarter or third quarter of 2018 or the first three quarters of 2017. See Note 10, “Pension Benefits,” for disclosure relating to shares of our company’s common stock purchased by our defined benefit pension plans.

Pension Benefits

Pension Benefits	9 Months Ended
	Sep. 29, 2018
Pension Benefits
Pension Benefits	(10) 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 2018 and 2017 includes the following components (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 29, September 30, September 29, September 30, 2018 2017 2018 2017 Service cost—benefits earned during the period $ 1,909 $ $ 5,803 $ Interest cost on projected benefit obligation 1,268 3,797 Expected return on plan assets (2,063) (6,072) Amortization of unrecognized prior service cost 1 2 Amortization of unrecognized loss 183 185 514 331 Net periodic pension cost $ 1,298 $ 1,505 $ 4,044 $ 3,339 As a result of adopting the ASU issued by the FASB in March 2017, which improves the presentation of net periodic pension cost and net periodic postretirement benefit cost, we have reclassified net periodic pension cost, excluding service cost, out of selling, general and administrative expenses and into other expense (income) on our consolidated statements of operations. During the first three quarters of 2018, we made $5.6 million of defined benefit pension plan contributions. We do not plan to make additional contributions during the remainder of fiscal 2018. During the second quarter of 2018, our defined benefit pension plans purchased 227,667 shares of our company’s common stock at an average price per share (excluding fees and commissions) of $28.27, or $6.4 million in the aggregate. 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 2018 and expects to pay surcharges of less than $0.1 million in fiscal 2018 assuming consistent hours are worked. B&G Foods contributed $0.2 million in fiscal 2017 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. 29, 2018
Commitments and Contingencies
Commitments and Contingencies	(11) Operating Leases . As of September 29, 2018, 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: 2018 $ 2,972 2019 11,575 2020 10,054 2021 8,087 2022 3,829 Thereafter 12,097 Total $ 48,614 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 2018 or 2017 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 29, 2018, approximately 1,510 of our 2,516 employees, or 60.0%, were covered by collective bargaining agreements. None of our collective bargaining agreements are scheduled to expire within one year. Severance and Change of Control Agreements. We have employment agreements with each of our executive officers. 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. 29, 2018
Earnings per Share
Earnings per Share	(12) 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 2018 and 2017, there were 400,338 and 349,015, respectively, 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 29, September 30, September 29, September 30, 2018 2017 2018 2017 Weighted average shares outstanding: Basic 65,932,352 66,496,333 66,252,392 66,484,105 Net effect of potentially dilutive share-based compensation awards 88,423 147,310 110,860 228,979 Diluted 66,020,775 66,643,643 66,363,252 66,713,084

Business and Credit Concentrati

Business and Credit Concentrations and Geographic Information	9 Months Ended
	Sep. 29, 2018
Business and Credit Concentrations and Geographic Information
Business and Credit Concentrations and Geographic Information	(13) 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 55.2% and 53.8% of consolidated net sales for the first three quarters of 2018 and 2017, respectively. Our top ten customers accounted for approximately 52.5% and 49.4% of our consolidated trade accounts receivables as of September 29, 2018 and December 30, 2017, respectively. Other than Walmart, which accounted for 24.0% and 24.7% of our consolidated net sales for the first three quarters of 2018 and 2017, respectively, no single customer accounted for more than 10.0% of our consolidated net sales for the first three quarters of 2018 or 2017. Other than Walmart, which accounted for 21.6% and 21.5% of our consolidated trade accounts receivables as of September 29, 2018 and December 30, 2017, respectively, no single customer accounted for more than 10.0% of our consolidated trade accounts receivables. As of September 29, 2018, 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 Walmart. During the first three quarters of 2018 and 2017, our sales to customers in foreign countries represented approximately 7.1% and 6.4%, respectively, of net sales. Our foreign sales are primarily to customers in Canada.

Share-Based Payments

Share-Based Payments	9 Months Ended
	Sep. 29, 2018
Share-Based Payments
Share-Based Payments	(14) 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. The following table details our stock option activity for the first three quarters of fiscal 2018 (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 2018 832,569 $ 33.45 Granted 397,864 $ 27.00 Exercised (618) $ 27.77 Forfeited (9,580) $ 33.70 Cancelled (1,026) $ 27.77 Outstanding at end of third quarter of 2018 1,219,209 $ 31.35 7.74 $ 1,955 Exercisable at end of third quarter of 2018 532,485 $ 31.35 6.40 $ 370 The fair value of the options was estimated on the date of grant using the Black-Scholes option-pricing model utilizing the following 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. 2018 2017 Weighted average grant date fair value $ 3.74 $ 7.29 Expected volatility 30.6% - 31.7% 27.5% - 29.2% Expected term 5.5 - 6.5 years 5.5 - 6.5 years Risk-free interest rate 2.6% - 2.8% 1.8% - 2.4% Dividend yield 6.7% - 8.1% 4.5% - 5.22% 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 2018 and 2017 and where that expense is reflected in our consolidated statements of operations (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 29, September 30, September 29, September 30, Consolidated Statements of Operations Location 2018 2017 2018 2017 Compensation expense included in cost of goods sold $ 250 $ $ 1,014 $ Compensation expense included in selling, general and administrative expenses 499 2,332 Total compensation expense for share-based payments $ 749 $ 1,082 $ 3,346 $ 4,284 As of September 29, 2018, there was $1.4 million of unrecognized compensation expense related to performance share LTIAs, which is expected to be recognized over the next 2.25 years, and $1.6 million of unrecognized compensation expense related to stock options, which is expected to be recognized over the next 2.5 years. The following table details the activity in our non-vested performance share LTIAs for the first three quarters of 2018: Weighted Average Number of Grant Date Fair Value Performance Shares (1) (per share) (2) Beginning of fiscal 2018 437,218 $ 29.36 Granted 242,436 $ 21.39 Vested (150,255) $ 23.84 Forfeited (7,892) $ 29.57 End of third quarter of 2018 521,507 $ 27.24 (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 third quarter and first three quarters of 2018 and 2017 upon the vesting of performance share LTIAs, the exercise of stock options and other share-based payments (dollars in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 29, September 30, September 29, September 30, 2018 2017 2018 2017 Number of performance shares vested — — 150,255 110,528 Shares withheld to fund statutory minimum tax withholding — — 57,298 42,368 Shares of common stock issued for performance share LTIAs — — 92,957 68,160 Shares of common stock issued upon the exercise of stock options 618 — 618 1,300 Shares of common stock issued to non-employee directors for annual equity grants — — 1,119 20,559 Total shares of common stock issued 618 — 94,694 90,019 Excess tax benefit (1) $ — $ — $ 305 $ 820 (1) As a result of the adoption of ASU 2016-09, we recognized discrete tax benefits of $0.3 million and $0.8 million in the income taxes line item of our consolidated statement of operations for the first three quarters of 2018 and 2017, respectively, related to excess tax benefits upon vesting or settlement.

Net Sales by Brand

Net Sales by Brand	9 Months Ended
	Sep. 29, 2018
Net Sales by Brand
Net Sales by Brand	(15) The following table sets forth net sales by brand (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 29, September 30, September 29, September 30, 2018 2017 (2) 2018 2017 (2) Brand: (1) Green Giant - frozen $ 90,338 $ 79,247 $ 269,409 $ 233,708 Spices & Seasonings (3) 65,141 70,193 191,571 200,568 Ortega 33,913 33,220 105,835 104,235 Pirate Brands (4) 26,597 26,495 72,799 68,377 Green Giant - shelf stable (5) 25,997 29,607 65,126 78,372 Back to Nature (6) 17,267 — 54,929 — Maple Grove Farms of Vermont 16,185 15,687 50,228 50,655 Mrs. Dash 13,603 14,646 44,852 45,993 Cream of Wheat 14,168 14,653 44,369 43,436 Bear Creek Country Kitchens 12,425 12,818 27,359 29,075 All other brands 106,968 109,485 316,232 325,615 Total $ 422,602 $ 406,051 $ 1,242,709 $ 1,180,034 (1) Table includes net sales for each of our brands whose net sales for the first three quarters of 2018 or fiscal 2017 represent 3% or more of our total net sales for those periods, 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) Net sales for the third quarter and first three quarters of 2017 have been adjusted to reflect our retrospective adoption of the new revenue recognition standard. See Note 2, “Summary of Significant Accounting Policies — Newly Adopted Accounting Standards .” (3) Includes net sales for multiple brands acquired as part of the spices & seasonings acquisition that we completed on November 21, 2016. Does not include net sales for Mrs. Dash and our other legacy spices & seasonings brands. (4) See Note 3, “Acquisitions and Divestitures” and Note 17, “Subsequent Events.” (5) Does not include net sales of the Le Sueur brand. Net sales of the Le Sueur brand are included below in “All other brands.” (6) We completed the Back to Nature acquisition on October 2, 2017.

Guarantor and Non-Guarantor Fin

Guarantor and Non-Guarantor Financial Information	9 Months Ended
	Sep. 29, 2018
Guarantor and Non-Guarantor Financial Information
Guarantor and Non-Guarantor Financial Information	(16) 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 29, 2018 and December 30, 2017, the related condensed consolidating statement of operations for the thirteen and thirty-nine weeks ended September 29, 2018 and September 30, 2017 and the related condensed consolidating statement of cash flows for the thirty-nine weeks ended September 29, 2018 and September 30, 2017 for: 1. 2. 3. 4. 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 29, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ — $ 20,210 $ 5,961 $ — $ 26,171 Trade accounts receivable, net — 156,613 13,527 — 170,140 Inventories, net — 412,478 74,954 — 487,432 Assets held for sale — 238,671 — — 238,671 Prepaid expenses and other current assets — 24,222 4,279 — 28,501 Income tax receivable — 12,913 1,489 — 14,402 Total current assets — 865,107 100,210 — 965,317 Property, plant and equipment, net — 232,889 43,872 — 276,761 Goodwill — 585,153 — — 585,153 Other intangibles, net — 1,600,061 — — 1,600,061 Other assets — 1,426 13 — 1,439 Deferred income taxes — — 3,252 — 3,252 Investments in subsidiaries 2,966,021 97,888 — (3,063,909) — Total assets $ 2,966,021 $ 3,382,524 $ 147,347 $ (3,063,909) $ 3,431,983 Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable $ — $ 128,223 $ 28,044 $ — $ 156,267 Accrued expenses — 57,710 2,969 — 60,679 Current portion of long-term debt 352,198 — — — 352,198 Income tax payable — — 951 — 951 Dividends payable 31,318 — — — 31,318 Intercompany payables — (17,478) 17,478 — — Total current liabilities 383,516 168,455 49,442 — 601,413 Long-term debt 1,749,919 (26,809) — — 1,723,110 Other liabilities — 21,990 17 — 22,007 Deferred income taxes — 252,867 — — 252,867 Total liabilities 2,133,435 416,503 49,459 — 2,599,397 Stockholders' Equity: Preferred stock — — — — — Common stock 659 — — — 659 Additional paid-in capital 156,193 2,292,512 68,253 (2,360,765) 156,193 Accumulated other comprehensive loss (18,898) (18,898) (6,299) 25,197 (18,898) Retained earnings 694,632 692,407 35,934 (728,341) 694,632 Total stockholders’ equity 832,586 2,966,021 97,888 (3,063,909) 832,586 Total liabilities and stockholders’ equity $ 2,966,021 $ 3,382,524 $ 147,347 $ (3,063,909) $ 3,431,983 Condensed Consolidating Balance Sheet As of December 30, 2017 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ — $ 204,815 $ 1,691 $ — $ 206,506 Trade accounts receivable, net — 129,769 11,623 — 141,392 Inventories, net — 428,613 73,236 — 501,849 Prepaid expenses and other current assets — 15,932 4,122 — 20,054 Income tax receivable — 16,259 535 — 16,794 Total current assets — 795,388 91,207 — 886,595 Property, plant and equipment, net — 229,219 42,973 — 272,192 Goodwill — 649,292 — — 649,292 Other intangibles, net — 1,748,220 — — 1,748,220 Other assets — 1,603 14 — 1,617 Deferred income taxes — (1) 3,123 — 3,122 Investments in subsidiaries 3,163,482 91,766 — (3,255,248) — Total assets $ 3,163,482 $ 3,515,487 $ 137,317 $ (3,255,248) $ 3,561,038 Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable $ — $ 102,594 $ 19,764 $ — $ 122,358 Accrued expenses — 45,586 2,481 — 48,067 Income tax payable — — 139 — 139 Dividends payable 30,922 — — — 30,922 Intercompany payables — (23,167) 23,167 — — Total current liabilities 30,922 125,013 45,551 — 201,486 Long-term debt 2,251,741 (34,167) — — 2,217,574 Other liabilities — 24,881 — — 24,881 Deferred income taxes — 236,278 — — 236,278 Total liabilities 2,282,663 352,005 45,551 — 2,680,219 Stockholders' Equity: Preferred stock — — — — — Common stock 665 — — — 665 Additional paid-in capital 266,789 2,552,342 68,253 (2,620,595) 266,789 Accumulated other comprehensive loss (20,756) (20,756) (7,771) 28,527 (20,756) Retained earnings 634,121 631,896 31,284 (663,180) 634,121 Total stockholders’ equity 880,819 3,163,482 91,766 (3,255,248) 880,819 Total liabilities and stockholders’ equity $ 3,163,482 $ 3,515,487 $ 137,317 $ (3,255,248) $ 3,561,038 Condensed Consolidating Statement of Operations and Comprehensive Income Thirteen Weeks Ended September 29, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 398,347 $ 49,281 $ (25,026) $ 422,602 Cost of goods sold — 286,893 45,696 (25,026) 307,563 Gross profit — 111,454 3,585 — 115,039 Operating expenses: Selling, general and administrative expenses — 37,743 2,244 — 39,987 Amortization expense — 4,634 — — 4,634 Operating income — 69,077 1,341 — 70,418 Other income and expenses: Interest expense, net — 27,932 — — 27,932 Other income — (1,313) — — (1,313) Income before income tax expense — 42,458 1,341 — 43,799 Income tax expense — 10,308 1,503 — 11,811 Equity in earnings of subsidiaries 31,988 (162) — (31,826) — Net income $ 31,988 $ 31,988 $ (162) $ (31,826) $ 31,988 Comprehensive income (loss) $ 36,124 $ 31,850 $ 3,836 $ (35,686) $ 36,124 Condensed Consolidating Statement of Operations and Comprehensive Income Thirty-nine Weeks Ended September 29, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,178,637 $ 142,507 $ (78,435) $ 1,242,709 Cost of goods sold — 892,549 129,027 (78,435) 943,141 Gross profit — 286,088 13,480 — 299,568 Operating expenses: Selling, general and administrative expenses — 112,784 7,043 — 119,827 Amortization expense — 13,852 — — 13,852 Operating income — 159,452 6,437 — 165,889 Other income and expenses: Interest expense, net — 83,845 — — 83,845 Loss on extinguishment of debt — 3,324 — — 3,324 Other income — (2,979) — — (2,979) Income before income tax expense — 75,262 6,437 — 81,699 Income tax expense — 19,401 1,787 — 21,188 Equity in earnings of subsidiaries 60,511 4,650 — (65,161) — Net income $ 60,511 $ 60,511 $ 4,650 $ (65,161) $ 60,511 Comprehensive income (loss) $ 62,369 $ 60,124 $ 6,121 $ (66,245) $ 62,369 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 $ — $ 372,474 $ 45,424 $ (11,847) $ 406,051 Cost of goods sold — 260,077 36,879 (11,847) 285,109 Gross profit — 112,397 8,545 — 120,942 Operating expenses: Selling, general and administrative expenses — 38,130 2,869 — 40,999 Amortization expense — 4,265 — — 4,265 Operating income — 70,002 5,676 — 75,678 Other income and expenses: Interest expense, net — 23,374 — — 23,374 Other income — (198) — — (198) 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 (loss) $ 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 $ — $ 1,108,202 $ 124,252 $ (52,420) $ 1,180,034 Cost of goods sold — 776,312 109,424 (52,420) 833,316 Gross profit — 331,890 14,828 — 346,718 Operating expenses: Selling, general and administrative expenses — 124,425 8,680 — 133,105 Amortization expense — 13,002 — — 13,002 Operating income — 194,463 6,148 — 200,611 Other income and expenses: Interest expense, net — 65,019 — — 65,019 Loss on extinguishment of debt — 1,163 — — 1,163 Other income — (4,064) — — (4,064) 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 (loss) $ 96,127 $ 87,333 $ 12,239 $ (99,572) $ 96,127 Condensed Consolidating Statement of Cash Flows Thirty-nine Weeks Ended September 29, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 126,987 $ 12,076 $ — $ 139,063 Cash flows from investing activities: Capital expenditures — (22,943) (2,973) — (25,916) Payments for acquisition of businesses, net of cash acquired — (30,787) — — (30,787) Net cash used in investing activities — (53,730) (2,973) — (56,703) 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 50,000 — — — 50,000 Proceeds from issuance of common stock, net 21 — — — 21 Dividends paid (93,206) — — — (93,206) Payments for the repurchase of common stock, net (18,529) — — — (18,529) Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — (1,832) — — (1,832) Intercompany transactions 261,714 (256,030) (5,684) — — Net cash (used in) provided by financing activities — (257,862) (5,684) — (263,546) Effect of exchange rate fluctuations on cash and cash equivalents — — 851 — 851 Net (decrease) increase in cash and cash equivalents — (184,605) 4,270 — (180,335) Cash and cash equivalents at beginning of period — 204,815 1,691 — 206,506 Cash and cash equivalents at end of period $ — $ 20,210 $ 5,961 $ — $ 26,171 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 (decreased) increase 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

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 29, 2018
Subsequent Events
Subsequent Events	(17) Pirate Brands Sale. On October 17, 2018, the Pirate Brands sale closed. The sale price was $420.0 million in cash, subject to closing and post-closing adjustments based upon inventory at closing. We have agreed to provide certain transition services associated with the Pirate Brands business to The Hershey Company for up to fourteen months following the closing. See Note 3, “Acquisitions and Divestitures.” We expect to recognize a gain on the Pirate Brands sale of approximately $272.5 million. Prepayment of Tranche B Term Loans . On October 18, 2018, we made a mandatory prepayment of $352.2 million principal amount of tranche B term loans with the net proceeds of the Pirate Brands sale. On October 19, 2018, we made an optional prepayment of the remaining $147.9 million principal amount of tranche B term loans outstanding under our credit agreement from cash on hand and the proceeds of additional revolving loans under our credit agreement. There are no longer any tranche B term loans outstanding. As a result of the optional and mandatory prepayments of the tranche B term loans, we expect to recognize a loss on extinguishment of debt of $9.8 million in the fourth quarter of 2018.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 29, 2018
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 29, 2018 (fiscal 2018) and our fiscal year ended December 30, 2017 (fiscal 2017) each contain 52 weeks. Each quarter of fiscal 2018 and 2017 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 29, 2018 (third quarter and first three quarters of 2018) and September 30, 2017 (third quarter and first three quarters of 2017) have been prepared by our company in accordance with generally accepted accounting principles (GAAP) 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 GAAP 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 29, 2018, and the results of our operations, comprehensive income and cash flows for the third quarter and first three quarters of 2018 and 2017. Our results of operations for the third quarter and first three quarters of 2018 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 2017 filed with the SEC on March 1, 2018. 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 GAAP 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 2017, the Financial Accounting Standards Board (FASB) issued a new Accounting Standards Update (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 and present the other components of net periodic pension cost below operating profit. The update was effective beginning with the first quarter of fiscal 2018. We adopted this standard as of the first quarter of fiscal 2018. The adoption of this ASU did not have any impact on our consolidated financial position, results of operations or liquidity, but did require a reclassification among selling, general and administrative expenses and other expense (income) on our consolidated statements of operations. 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. We adopted this guidance and related amendments as of the first quarter of fiscal 2018, applying the full retrospective transition method to all contracts. We concluded that the adoption of this standard primarily affected our policies and estimation methodologies of variable consideration associated with rebates and bill-backs, product returns and cash discounts. The provisions of the new standard did not impact the timing of revenue recognition but did impact the classification of certain payments to customers, moving an immaterial amount of such payments from expense to a deduction from net sales. Our sales predominantly contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are shipped to the customer. Revenues are recognized in an amount that reflects the net consideration we expect to receive in exchange for the goods. We report all amounts billed to a customer in a sale transaction as revenue, including those amounts related to shipping and handling. Shipping and handling costs are included in cost of goods sold. Under the new revenue guidance, we recognize our shipping and handling activities as a fulfillment of our promise to transfer products to our customers. We promote our products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the sale price based on amounts estimated as being due to customers and consumers at the end of a period. We derive these estimates principally on historical utilization and redemption rates. Payment terms in our invoices are based on the billing schedule established in our contracts or purchase orders with customers. We generally recognize the related trade receivable when the goods are shipped. In certain cases, we require a payment in advance of performance when the customer’s credit has not been established. We record these revenues as a contract liability; however, these amounts have historically been immaterial. The below tables set forth the adjustments to net sales, gross profit, selling, general and administrative expenses, operating income and other expense (income) during each quarter of 2017 as a result of the newly adopted revenue recognition standard and newly adopted presentation of net periodic pension cost and net periodic postretirement benefit cost (in thousands). Thirteen Weeks Ended April 1, 2017 As Reported Impact of Revenue Adoption Impact of Pension Adoption As Adjusted Net sales $ 417,874 $ (5,567) $ — $ 412,307 Cost of goods sold 291,088 — — 291,088 Gross profit 126,786 (5,567) — 121,219 Selling, general and administrative expenses 53,634 (5,567) 453 48,520 Operating income 68,680 — (453) 68,227 Other income (2,144) — (453) (2,597) Net income $ 32,764 $ — $ — $ 32,764 Basic and diluted earnings per share $ 0.49 $ — $ — $ Thirteen Weeks Ended July 1, 2017 As Reported Impact of Revenue Adoption Impact of Pension Adoption As Adjusted Net sales $ 368,134 $ (6,458) $ — $ 361,676 Cost of goods sold 257,119 — — 257,119 Gross profit 111,015 (6,458) — 104,557 Selling, general and administrative expenses 49,591 (6,458) 453 43,586 Operating income 57,159 — (453) 56,706 Other income (816) — (453) (1,269) Net income $ 22,061 $ — $ — $ 22,061 Basic and diluted earnings per share $ 0.33 $ — $ — $ Thirteen Weeks Ended September 30, 2017 As Reported Impact of Revenue Adoption Impact of Pension Adoption As Adjusted Net sales $ 408,364 $ (2,313) $ — $ 406,051 Cost of goods sold 285,109 — — 285,109 Gross profit 123,255 (2,313) — 120,942 Selling, general and administrative expenses 43,019 (2,313) 293 40,999 Operating income 75,971 — (293) 75,678 Other expense (income) 95 — (293) (198) Net income $ 32,730 $ — $ — $ 32,730 Basic and diluted earnings per share $ 0.49 $ — $ — $ Thirteen Weeks Ended December 30, 2017 As Reported Impact of Revenue Adoption Impact of Pension Adoption As Adjusted Net sales $ 473,684 $ (7,331) $ — $ 466,353 Cost of goods sold 372,493 — — 372,493 Gross profit 101,191 (7,331) — 93,860 Selling, general and administrative expenses 58,990 (7,331) 292 51,951 Operating income 37,592 — (292) 37,300 Other expense (income) 1,258 — (292) 966 Net income $ 129,908 $ — $ — $ 129,908 Basic and diluted earnings per share $ 1.95 $ — $ — $ In January 2017, the FASB issued a new ASU that clarifies the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business may affect many areas of accounting, including acquisitions, disposals, goodwill and consolidation. The ASU is applied on a prospective basis and is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We adopted this standard as of the first quarter of fiscal 2018, and there was no material impact to our consolidated financial statements. We applied this ASU while evaluating whether McCann’s , acquired on July 16, 2018, and Pirate Brands, sold on October 17, 2018, met the definition of a business. See Note 3, “Acquisitions and Divestitures.” In August 2016, the FASB issued a new ASU to provide guidance on eight specific cash flow classification issues and reduce diversity in practice in how some cash receipts and cash payments are presented and classified on the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We adopted this standard as of the first quarter of fiscal 2018, and there was no material impact to our consolidated financial statements. Recently Issued Accounting Standards In August 2018, the SEC issued a final rule to amend certain disclosure requirements. Under the new rule, registrants will be required to disclose in interim periods in quarterly reports on Form 10-Q (1) the changes in each caption of stockholders’ equity and noncontrolling interests for the “current and comparative year-to-date periods, with subtotals for each interim period” and (2) the amount of dividends per share for each class of shares. The interim disclosures of changes in stockholders’ equity, including dividends per share amounts, may be given in a note to the financial statements or in a separate financial statement. The interim disclosures of the changes in stockholders’ equity should be in the form of a reconciliation of the beginning balance to the ending balance for each period for which a statement of operations is required to be filed, with all significant reconciling items described by appropriate captions. The reconciliation should also reflect any adjustments to the balance at the beginning of the earliest period presented for items retroactively applied to periods prior to that period. The new rule is effective for interim periods beginning after November 5, 2018. We expect to adopt the new rule as of the first quarter of fiscal 2019. In August 2018, the FASB issued a new ASU that aims to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies by changing disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The update is effective for fiscal years beginning after December 15, 2020. We expect to update our defined benefit pension plan disclosures when the new standard becomes effective. We do not expect the adoption of this ASU to have an impact to our consolidated financial statements as this ASU only modifies disclosure requirements. In August 2018, the FASB issued a new ASU that aims to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies by changing disclosure requirements for fair value measurement. The update is effective for fiscal years beginning after December 15, 2019. We expect to update our fair value measurement disclosures when the new standard becomes effective. We do not expect the adoption of this ASU to have an impact to our consolidated financial statements as this ASU only modifies disclosure requirements. In January 2017, the FASB issued an amendment to the standards of goodwill impairment testing. The new guidance simplifies the test for goodwill impairment, by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The update is effective for fiscal years beginning after December 15, 2019. We expect to adopt the standards when they become effective. 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 and to disclose key information about leasing arrangements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The new standard is effective for us on December 30, 2018, with early adoption permitted. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. We expect to adopt the new standard on December 30, 2018 and use the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before December 30, 2018. The new standard provides a number of optional practical expedients in transition. We expect to elect the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We do not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. We expect to elect all of the new standard’s available transition practical expedients. We do not expect that this standard will have a material effect on our financial statements. While we continue to assess all of the effects of adoption, we currently believe the most significant effects relate to (1) the recognition of new ROU assets and lease liabilities on our balance sheet for our operating leases; and (2) providing significant new disclosures about our leasing activities. We do not expect a significant change in our leasing activities between now and adoption. The new standard also provides practical expedients for an entity’s ongoing accounting. We currently expect to elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also currently expect to elect the practical expedient to not separate lease and non-lease components for all of our leases.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 29, 2018
Summary of Significant Accounting Policies
Schedule of newly adopted revenue recognition and net periodic pension cost and net periodic postretirement benefit cost standards	The below tables set forth the adjustments to net sales, gross profit, selling, general and administrative expenses, operating income and other expense (income) during each quarter of 2017 as a result of the newly adopted revenue recognition standard and newly adopted presentation of net periodic pension cost and net periodic postretirement benefit cost (in thousands). Thirteen Weeks Ended April 1, 2017 As Reported Impact of Revenue Adoption Impact of Pension Adoption As Adjusted Net sales $ 417,874 $ (5,567) $ — $ 412,307 Cost of goods sold 291,088 — — 291,088 Gross profit 126,786 (5,567) — 121,219 Selling, general and administrative expenses 53,634 (5,567) 453 48,520 Operating income 68,680 — (453) 68,227 Other income (2,144) — (453) (2,597) Net income $ 32,764 $ — $ — $ 32,764 Basic and diluted earnings per share $ 0.49 $ — $ — $ Thirteen Weeks Ended July 1, 2017 As Reported Impact of Revenue Adoption Impact of Pension Adoption As Adjusted Net sales $ 368,134 $ (6,458) $ — $ 361,676 Cost of goods sold 257,119 — — 257,119 Gross profit 111,015 (6,458) — 104,557 Selling, general and administrative expenses 49,591 (6,458) 453 43,586 Operating income 57,159 — (453) 56,706 Other income (816) — (453) (1,269) Net income $ 22,061 $ — $ — $ 22,061 Basic and diluted earnings per share $ 0.33 $ — $ — $ Thirteen Weeks Ended September 30, 2017 As Reported Impact of Revenue Adoption Impact of Pension Adoption As Adjusted Net sales $ 408,364 $ (2,313) $ — $ 406,051 Cost of goods sold 285,109 — — 285,109 Gross profit 123,255 (2,313) — 120,942 Selling, general and administrative expenses 43,019 (2,313) 293 40,999 Operating income 75,971 — (293) 75,678 Other expense (income) 95 — (293) (198) Net income $ 32,730 $ — $ — $ 32,730 Basic and diluted earnings per share $ 0.49 $ — $ — $ Thirteen Weeks Ended December 30, 2017 As Reported Impact of Revenue Adoption Impact of Pension Adoption As Adjusted Net sales $ 473,684 $ (7,331) $ — $ 466,353 Cost of goods sold 372,493 — — 372,493 Gross profit 101,191 (7,331) — 93,860 Selling, general and administrative expenses 58,990 (7,331) 292 51,951 Operating income 37,592 — (292) 37,300 Other expense (income) 1,258 — (292) 966 Net income $ 129,908 $ — $ — $ 129,908 Basic and diluted earnings per share $ 1.95 $ — $ — $

Acquisitions and Divestitures (

Acquisitions and Divestitures (Tables)	9 Months Ended
	Sep. 29, 2018
Back To Nature Foods Company, LLC
Acquisitions and divestitures
Schedule of preliminary allocation of purchase price to the estimated fair value of the net assets acquired	Back to Nature Acquisition (in thousands): Purchase Price: Cash paid $ 162,848 Total $ 162,848 Preliminary Allocation: Trademarks—unamortizable intangible assets $ 109,900 Trademarks—amortizable intangible assets 12,800 Goodwill 37,243 Customer relationship intangibles—amortizable intangible assets 14,700 Inventory 5,088 Long-term deferred income tax liabilities, net (10,801) Other working capital (6,082) Total $ 162,848
McCann's brand of premium Irish oatmeal
Acquisitions and divestitures
Schedule of preliminary allocation of purchase price to the estimated fair value of the net assets acquired	McCann’s Acquisition (in thousands): Purchase Price: Cash paid $ 30,787 Total $ 30,787 Preliminary Allocation: Property, plant and equipment $ 12 Inventory 973 Trademarks—unamortizable intangible assets 24,800 Customer relationship intangibles—amortizable intangible assets 2,000 Accrued expenses (100) Goodwill 3,102 Total $ 30,787
Pirate Brands
Acquisitions and divestitures
Schedule of assets held for sale	Pirate Brands Assets Held for Sale (in thousands): Inventory $ 6,031 Property, plant and equipment 404 Customer relationship intangibles—amortizable intangible assets 8,408 Trademarks—unamortizable intangible assets 152,800 Goodwill 70,952 Other 77 Total $ 238,671

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Sep. 29, 2018
Inventories
Summary of Inventories	Inventories consist of the following, as of the dates indicated (in thousands): September 29, 2018 December 30, 2017 Raw materials and packaging $ 68,988 $ 70,315 Work-in-process 134,134 140,425 Finished goods 284,310 291,109 Total $ 487,432 $

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	9 Months Ended
	Sep. 29, 2018
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 29, 2018 December 30, 2017 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Amortizable Intangible Assets Trademarks $ 19,600 $ 3,095 $ 16,505 $ 19,600 $ 2,276 $ 17,324 Customer relationships 335,590 107,734 227,856 344,990 97,695 247,295 Total amortizable intangible assets $ 355,190 $ 110,829 $ 244,361 $ 364,590 $ 99,971 $ 264,619 Unamortizable Intangible Assets Goodwill $ 585,153 $ 649,292 Trademarks $ 1,355,700 $ 1,483,601

Long-Term Debt (Tables)

Long-Term Debt (Tables)	9 Months Ended
	Sep. 29, 2018
Long-Term Debt
Schedule of long-term debt	Long-term debt consists of the following, as of the dates indicated (in thousands): September 29, 2018 December 30, 2017 Revolving credit loans $ — $ — Tranche B term loans due 2022 500,110 650,110 4.625% senior notes due 2021 700,000 700,000 5.25% senior notes due 2025 900,000 900,000 Unamortized deferred financing costs (26,809) (34,167) Unamortized discount 2,007 1,631 Total long-term debt, net of unamortized deferred financing costs and discount 2,075,308 2,217,574 Current portion of long-term debt 352,198 — Long-term debt, net of unamortized deferred financing costs and discount, and excluding current portion $ 1,723,110 $ 2,217,574
Schedule of aggregate contractual maturities of long-term debt	As of September 29, 2018, the aggregate contractual maturities of long-term debt are as follows (in thousands): Years ending December: 2018 $ 352,198 2019 — 2020 — 2021 700,000 2022 147,912 Thereafter 900,000 Total $ 2,100,110

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 29, 2018
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, 4.625% senior notes and 5.25% senior notes as of September 29, 2018 and December 30, 2017 are as follows (in thousands): September 29, 2018 December 30, 2017 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans — — — — Tranche B term loans due 2022 498,612 (2) 504,845 (1) 647,831 (2) 652,689 (1) 4.625% senior notes due 2021 700,000 696,500 (4) 700,000 710,500 (4) 5.25% senior notes due 2025 903,506 (3) 863,978 (4) 903,910 (3) 919,729 (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 B term loans are net of discount. At September 29, 2018 and December 30, 2017, the face amounts of the tranche B term loans were $500.1 million and $650.1 million, respectively. (3) The carrying values of the 5.25% senior notes due 2025 include a premium. At September 29, 2018 and December 30, 2017 the face amount of the 5.25% senior notes due 2025 was $900.0 million. (4) Fair values are estimated based on quoted market prices.

Accumulated Other Comprehensi_2

Accumulated Other Comprehensive Loss (Tables)	9 Months Ended
	Sep. 29, 2018
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 2018 and 2017 are as follows (in thousands): Amounts Reclassified from AOCL Thirteen Weeks Ended Thirty-nine Weeks Ended Affected Line Item in September 29, September 30, September 29, September 30, the Statement Where Details about AOCL Components 2018 2017 2018 2017 Net Income is Presented Defined benefit pension plan items Amortization of unrecognized prior service cost $ 1 $ 9 $ 2 $ 27 See (1) below Amortization of unrecognized loss 183 185 514 331 See (1) below Accumulated other comprehensive loss before tax 184 194 516 358 Total before tax Tax expense (46) (74) (129) (136) Income tax expense Total reclassification $ 138 $ 120 $ 387 $ 222 Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 10, “Pension Benefits,” for additional information.
Schedule of changes in accumulated other comprehensive loss	Changes in AOCL for the first three quarters of 2018 are as follows (in thousands): Foreign Currency Defined Benefit Translation Pension Plan Items Adjustments Total Beginning balance $ (12,985) $ (7,771) $ (20,756) Other comprehensive income before reclassifications — 1,471 1,471 Amounts reclassified from AOCL 387 — 387 Net current period other comprehensive income 387 1,471 1,858 Ending balance $ (12,598) $ (6,300) $ (18,898)

Pension Benefits (Tables)

Pension Benefits (Tables)	9 Months Ended
	Sep. 29, 2018
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 2018 and 2017 includes the following components (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 29, September 30, September 29, September 30, 2018 2017 2018 2017 Service cost—benefits earned during the period $ 1,909 $ $ 5,803 $ Interest cost on projected benefit obligation 1,268 3,797 Expected return on plan assets (2,063) (6,072) Amortization of unrecognized prior service cost 1 2 Amortization of unrecognized loss 183 185 514 331 Net periodic pension cost $ 1,298 $ 1,505 $ 4,044 $ 3,339

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 29, 2018
Commitments and Contingencies
Summary of future minimum lease payments under non-cancelable operating leases	As of September 29, 2018, 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: 2018 $ 2,972 2019 11,575 2020 10,054 2021 8,087 2022 3,829 Thereafter 12,097 Total $ 48,614

Earnings per Share (Tables)

Earnings per Share (Tables)	9 Months Ended
	Sep. 29, 2018
Earnings per Share
Schedule of calculations related to basic and diluted earning per share	Thirteen Weeks Ended Thirty-nine Weeks Ended September 29, September 30, September 29, September 30, 2018 2017 2018 2017 Weighted average shares outstanding: Basic 65,932,352 66,496,333 66,252,392 66,484,105 Net effect of potentially dilutive share-based compensation awards 88,423 147,310 110,860 228,979 Diluted 66,020,775 66,643,643 66,363,252 66,713,084

Share-Based Payments (Tables)

Share-Based Payments (Tables)	9 Months Ended
	Sep. 29, 2018
Share-Based Payments
Schedule of stock option activity	The following table details our stock option activity for the first three quarters of fiscal 2018 (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 2018 832,569 $ 33.45 Granted 397,864 $ 27.00 Exercised (618) $ 27.77 Forfeited (9,580) $ 33.70 Cancelled (1,026) $ 27.77 Outstanding at end of third quarter of 2018 1,219,209 $ 31.35 7.74 $ 1,955 Exercisable at end of third quarter of 2018 532,485 $ 31.35 6.40 $ 370
Schedule of stock options, valuation assumption	2018 2017 Weighted average grant date fair value $ 3.74 $ 7.29 Expected volatility 30.6% - 31.7% 27.5% - 29.2% Expected term 5.5 - 6.5 years 5.5 - 6.5 years Risk-free interest rate 2.6% - 2.8% 1.8% - 2.4% Dividend yield 6.7% - 8.1% 4.5% - 5.22%
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 2018 and 2017 and where that expense is reflected in our consolidated statements of operations (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 29, September 30, September 29, September 30, Consolidated Statements of Operations Location 2018 2017 2018 2017 Compensation expense included in cost of goods sold $ 250 $ $ 1,014 $ Compensation expense included in selling, general and administrative expenses 499 2,332 Total compensation expense for share-based payments $ 749 $ 1,082 $ 3,346 $ 4,284
Schedule of non-vested performance share LTIAs	Weighted Average Number of Grant Date Fair Value Performance Shares (1) (per share) (2) Beginning of fiscal 2018 437,218 $ 29.36 Granted 242,436 $ 21.39 Vested (150,255) $ 23.84 Forfeited (7,892) $ 29.57 End of third quarter of 2018 521,507 $ 27.24 (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 third quarter and first three quarters of 2018 and 2017 upon the vesting of performance share LTIAs, the exercise of stock options and other share-based payments (dollars in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 29, September 30, September 29, September 30, 2018 2017 2018 2017 Number of performance shares vested — — 150,255 110,528 Shares withheld to fund statutory minimum tax withholding — — 57,298 42,368 Shares of common stock issued for performance share LTIAs — — 92,957 68,160 Shares of common stock issued upon the exercise of stock options 618 — 618 1,300 Shares of common stock issued to non-employee directors for annual equity grants — — 1,119 20,559 Total shares of common stock issued 618 — 94,694 90,019 Excess tax benefit (1) $ — $ — $ 305 $ 820 (1) As a result of the adoption of ASU 2016-09, we recognized discrete tax benefits of $0.3 million and $0.8 million in the income taxes line item of our consolidated statement of operations for the first three quarters of 2018 and 2017, respectively, related to excess tax benefits upon vesting or settlement.

Net Sales by Brand (Tables)

Net Sales by Brand (Tables)	9 Months Ended
	Sep. 29, 2018
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 29, September 30, September 29, September 30, 2018 2017 (2) 2018 2017 (2) Brand: (1) Green Giant - frozen $ 90,338 $ 79,247 $ 269,409 $ 233,708 Spices & Seasonings (3) 65,141 70,193 191,571 200,568 Ortega 33,913 33,220 105,835 104,235 Pirate Brands (4) 26,597 26,495 72,799 68,377 Green Giant - shelf stable (5) 25,997 29,607 65,126 78,372 Back to Nature (6) 17,267 — 54,929 — Maple Grove Farms of Vermont 16,185 15,687 50,228 50,655 Mrs. Dash 13,603 14,646 44,852 45,993 Cream of Wheat 14,168 14,653 44,369 43,436 Bear Creek Country Kitchens 12,425 12,818 27,359 29,075 All other brands 106,968 109,485 316,232 325,615 Total $ 422,602 $ 406,051 $ 1,242,709 $ 1,180,034 (1) Table includes net sales for each of our brands whose net sales for the first three quarters of 2018 or fiscal 2017 represent 3% or more of our total net sales for those periods, 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) Net sales for the third quarter and first three quarters of 2017 have been adjusted to reflect our retrospective adoption of the new revenue recognition standard. See Note 2, “Summary of Significant Accounting Policies — Newly Adopted Accounting Standards .” (3) Includes net sales for multiple brands acquired as part of the spices & seasonings acquisition that we completed on November 21, 2016. Does not include net sales for Mrs. Dash and our other legacy spices & seasonings brands. (4) See Note 3, “Acquisitions and Divestitures” and Note 17, “Subsequent Events.” (5) Does not include net sales of the Le Sueur brand. Net sales of the Le Sueur brand are included below in “All other brands.” (6) We completed the Back to Nature acquisition on October 2, 2017.

Guarantor and Non-Guarantor F_2

Guarantor and Non-Guarantor Financial Information (Tables)	9 Months Ended
	Sep. 29, 2018
Guarantor and Non-Guarantor Financial Information
Condensed Consolidating Balance Sheet	Condensed Consolidating Balance Sheet As of September 29, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ — $ 20,210 $ 5,961 $ — $ 26,171 Trade accounts receivable, net — 156,613 13,527 — 170,140 Inventories, net — 412,478 74,954 — 487,432 Assets held for sale — 238,671 — — 238,671 Prepaid expenses and other current assets — 24,222 4,279 — 28,501 Income tax receivable — 12,913 1,489 — 14,402 Total current assets — 865,107 100,210 — 965,317 Property, plant and equipment, net — 232,889 43,872 — 276,761 Goodwill — 585,153 — — 585,153 Other intangibles, net — 1,600,061 — — 1,600,061 Other assets — 1,426 13 — 1,439 Deferred income taxes — — 3,252 — 3,252 Investments in subsidiaries 2,966,021 97,888 — (3,063,909) — Total assets $ 2,966,021 $ 3,382,524 $ 147,347 $ (3,063,909) $ 3,431,983 Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable $ — $ 128,223 $ 28,044 $ — $ 156,267 Accrued expenses — 57,710 2,969 — 60,679 Current portion of long-term debt 352,198 — — — 352,198 Income tax payable — — 951 — 951 Dividends payable 31,318 — — — 31,318 Intercompany payables — (17,478) 17,478 — — Total current liabilities 383,516 168,455 49,442 — 601,413 Long-term debt 1,749,919 (26,809) — — 1,723,110 Other liabilities — 21,990 17 — 22,007 Deferred income taxes — 252,867 — — 252,867 Total liabilities 2,133,435 416,503 49,459 — 2,599,397 Stockholders' Equity: Preferred stock — — — — — Common stock 659 — — — 659 Additional paid-in capital 156,193 2,292,512 68,253 (2,360,765) 156,193 Accumulated other comprehensive loss (18,898) (18,898) (6,299) 25,197 (18,898) Retained earnings 694,632 692,407 35,934 (728,341) 694,632 Total stockholders’ equity 832,586 2,966,021 97,888 (3,063,909) 832,586 Total liabilities and stockholders’ equity $ 2,966,021 $ 3,382,524 $ 147,347 $ (3,063,909) $ 3,431,983 Condensed Consolidating Balance Sheet As of December 30, 2017 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ — $ 204,815 $ 1,691 $ — $ 206,506 Trade accounts receivable, net — 129,769 11,623 — 141,392 Inventories, net — 428,613 73,236 — 501,849 Prepaid expenses and other current assets — 15,932 4,122 — 20,054 Income tax receivable — 16,259 535 — 16,794 Total current assets — 795,388 91,207 — 886,595 Property, plant and equipment, net — 229,219 42,973 — 272,192 Goodwill — 649,292 — — 649,292 Other intangibles, net — 1,748,220 — — 1,748,220 Other assets — 1,603 14 — 1,617 Deferred income taxes — (1) 3,123 — 3,122 Investments in subsidiaries 3,163,482 91,766 — (3,255,248) — Total assets $ 3,163,482 $ 3,515,487 $ 137,317 $ (3,255,248) $ 3,561,038 Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable $ — $ 102,594 $ 19,764 $ — $ 122,358 Accrued expenses — 45,586 2,481 — 48,067 Income tax payable — — 139 — 139 Dividends payable 30,922 — — — 30,922 Intercompany payables — (23,167) 23,167 — — Total current liabilities 30,922 125,013 45,551 — 201,486 Long-term debt 2,251,741 (34,167) — — 2,217,574 Other liabilities — 24,881 — — 24,881 Deferred income taxes — 236,278 — — 236,278 Total liabilities 2,282,663 352,005 45,551 — 2,680,219 Stockholders' Equity: Preferred stock — — — — — Common stock 665 — — — 665 Additional paid-in capital 266,789 2,552,342 68,253 (2,620,595) 266,789 Accumulated other comprehensive loss (20,756) (20,756) (7,771) 28,527 (20,756) Retained earnings 634,121 631,896 31,284 (663,180) 634,121 Total stockholders’ equity 880,819 3,163,482 91,766 (3,255,248) 880,819 Total liabilities and stockholders’ equity $ 3,163,482 $ 3,515,487 $ 137,317 $ (3,255,248) $ 3,561,038
Condensed Consolidating Statement of Operations and Comprehensive Income	Condensed Consolidating Statement of Operations and Comprehensive Income Thirteen Weeks Ended September 29, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 398,347 $ 49,281 $ (25,026) $ 422,602 Cost of goods sold — 286,893 45,696 (25,026) 307,563 Gross profit — 111,454 3,585 — 115,039 Operating expenses: Selling, general and administrative expenses — 37,743 2,244 — 39,987 Amortization expense — 4,634 — — 4,634 Operating income — 69,077 1,341 — 70,418 Other income and expenses: Interest expense, net — 27,932 — — 27,932 Other income — (1,313) — — (1,313) Income before income tax expense — 42,458 1,341 — 43,799 Income tax expense — 10,308 1,503 — 11,811 Equity in earnings of subsidiaries 31,988 (162) — (31,826) — Net income $ 31,988 $ 31,988 $ (162) $ (31,826) $ 31,988 Comprehensive income (loss) $ 36,124 $ 31,850 $ 3,836 $ (35,686) $ 36,124 Condensed Consolidating Statement of Operations and Comprehensive Income Thirty-nine Weeks Ended September 29, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,178,637 $ 142,507 $ (78,435) $ 1,242,709 Cost of goods sold — 892,549 129,027 (78,435) 943,141 Gross profit — 286,088 13,480 — 299,568 Operating expenses: Selling, general and administrative expenses — 112,784 7,043 — 119,827 Amortization expense — 13,852 — — 13,852 Operating income — 159,452 6,437 — 165,889 Other income and expenses: Interest expense, net — 83,845 — — 83,845 Loss on extinguishment of debt — 3,324 — — 3,324 Other income — (2,979) — — (2,979) Income before income tax expense — 75,262 6,437 — 81,699 Income tax expense — 19,401 1,787 — 21,188 Equity in earnings of subsidiaries 60,511 4,650 — (65,161) — Net income $ 60,511 $ 60,511 $ 4,650 $ (65,161) $ 60,511 Comprehensive income (loss) $ 62,369 $ 60,124 $ 6,121 $ (66,245) $ 62,369 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 $ — $ 372,474 $ 45,424 $ (11,847) $ 406,051 Cost of goods sold — 260,077 36,879 (11,847) 285,109 Gross profit — 112,397 8,545 — 120,942 Operating expenses: Selling, general and administrative expenses — 38,130 2,869 — 40,999 Amortization expense — 4,265 — — 4,265 Operating income — 70,002 5,676 — 75,678 Other income and expenses: Interest expense, net — 23,374 — — 23,374 Other income — (198) — — (198) 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 (loss) $ 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 $ — $ 1,108,202 $ 124,252 $ (52,420) $ 1,180,034 Cost of goods sold — 776,312 109,424 (52,420) 833,316 Gross profit — 331,890 14,828 — 346,718 Operating expenses: Selling, general and administrative expenses — 124,425 8,680 — 133,105 Amortization expense — 13,002 — — 13,002 Operating income — 194,463 6,148 — 200,611 Other income and expenses: Interest expense, net — 65,019 — — 65,019 Loss on extinguishment of debt — 1,163 — — 1,163 Other income — (4,064) — — (4,064) 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 (loss) $ 96,127 $ 87,333 $ 12,239 $ (99,572) $ 96,127
Condensed Consolidating Statement of Cash Flows	Condensed Consolidating Statement of Cash Flows Thirty-nine Weeks Ended September 29, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 126,987 $ 12,076 $ — $ 139,063 Cash flows from investing activities: Capital expenditures — (22,943) (2,973) — (25,916) Payments for acquisition of businesses, net of cash acquired — (30,787) — — (30,787) Net cash used in investing activities — (53,730) (2,973) — (56,703) 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 50,000 — — — 50,000 Proceeds from issuance of common stock, net 21 — — — 21 Dividends paid (93,206) — — — (93,206) Payments for the repurchase of common stock, net (18,529) — — — (18,529) Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — (1,832) — — (1,832) Intercompany transactions 261,714 (256,030) (5,684) — — Net cash (used in) provided by financing activities — (257,862) (5,684) — (263,546) Effect of exchange rate fluctuations on cash and cash equivalents — — 851 — 851 Net (decrease) increase in cash and cash equivalents — (184,605) 4,270 — (180,335) Cash and cash equivalents at beginning of period — 204,815 1,691 — 206,506 Cash and cash equivalents at end of period $ — $ 20,210 $ 5,961 $ — $ 26,171 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 (decreased) increase 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

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details)	9 Months Ended	12 Months Ended
	Sep. 29, 2018	Dec. 29, 2018	Dec. 30, 2017
Fiscal Year
Number of weeks in each fiscal quarter		91 days	91 days
Number of weeks in fiscal period		364 days	364 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 Accoun_5

Summary of Significant Accounting Policies - Impact of Adoption (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended					9 Months Ended
	Sep. 29, 2018	Dec. 30, 2017	Sep. 30, 2017	Jul. 01, 2017	Apr. 01, 2017	Sep. 29, 2018	Sep. 30, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net sales	$ 422,602	$ 466,353	$ 406,051	$ 361,676	$ 412,307	$ 1,242,709	$ 1,180,034
Cost of goods sold	307,563	372,493	285,109	257,119	291,088	943,141	833,316
Gross profit	115,039	93,860	120,942	104,557	121,219	299,568	346,718
Selling, general and administrative expenses	39,987	51,951	40,999	43,586	48,520	119,827	133,105
Operating income	70,418	37,300	75,678	56,706	68,227	165,889	200,611
Other expense (income)	(1,313)	966	(198)	(1,269)	(2,597)	(2,979)	(4,064)
Net income	$ 31,988	$ 129,908	$ 32,730	$ 22,061	$ 32,764	$ 60,511	$ 87,555
Earnings per share:
Basic and diluted earnings per share (in dollars per share)		$ 1.95	$ 0.49	$ 0.33	$ 0.49
Basic (in dollars per share)	$ 0.49		0.49			$ 0.91	$ 1.32
Diluted (in dollars per share)	$ 0.48		$ 0.49			$ 0.91	$ 1.31
As Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net sales		$ 473,684	$ 408,364	$ 368,134	$ 417,874
Cost of goods sold		372,493	285,109	257,119	291,088
Gross profit		101,191	123,255	111,015	126,786
Selling, general and administrative expenses		58,990	43,019	49,591	53,634
Operating income		37,592	75,971	57,159	68,680
Other expense (income)		1,258	95	(816)	(2,144)
Net income		$ 129,908	$ 32,730	$ 22,061	$ 32,764
Earnings per share:
Basic and diluted earnings per share (in dollars per share)		$ 1.95	$ 0.49	$ 0.33	$ 0.49
ASU 2014-09 | Impact of Adoption
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net sales		$ (7,331)	$ (2,313)	$ (6,458)	$ (5,567)
Gross profit		(7,331)	(2,313)	(6,458)	(5,567)
Selling, general and administrative expenses		(7,331)	(2,313)	(6,458)	(5,567)
ASU 2017-07 | Impact of Adoption
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Selling, general and administrative expenses		292	293	453	453
Operating income		(292)	(293)	(453)	(453)
Other expense (income)		$ (292)	$ (293)	$ (453)	$ (453)

Acquisitions and Divestitures -

Acquisitions and Divestitures - Back to Nature (Details) - USD ($) $ in Thousands	Oct. 02, 2017	Sep. 29, 2018	Dec. 30, 2017
Preliminary Allocation:
Goodwill		$ 585,153	$ 649,292
Back To Nature Foods Company, LLC
Acquisitions and divestitures
Purchase price adjustment		3,700
Inventory adjustment		1,700
Purchase price allocation adjustments, other working capital		2,100
Purchase Price:
Cash paid	$ 162,848
Total	162,848
Preliminary Allocation:
Goodwill	37,243
Inventory	5,088
Long-term deferred income tax liabilities, net	(10,801)
Other working capital	(6,082)
Total	162,848
Back To Nature Foods Company, LLC | Trademarks
Preliminary Allocation:
Amortizable intangible assets	12,800
Back To Nature Foods Company, LLC | Customer relationship
Preliminary Allocation:
Amortizable intangible assets	14,700
Back To Nature Foods Company, LLC | Trademarks
Acquisitions and divestitures
Intangible asset adjustment		$ 100
Preliminary Allocation:
Trademarks - unamortizable intangible assets	$ 109,900

Acquisitions and Divestitures_2

Acquisitions and Divestitures - McCann's (Details) - USD ($) $ in Thousands	Jul. 16, 2018	Sep. 29, 2018	Dec. 30, 2017
Preliminary Allocation:
Goodwill		$ 585,153	$ 649,292
McCann's brand of premium Irish oatmeal
Purchase Price:
Cash paid	$ 30,787
Total	30,787
Preliminary Allocation:
Property, plant and equipment	12
Inventory	973
Accrued expenses	(100)
Goodwill	3,102
Total	30,787
McCann's brand of premium Irish oatmeal | Customer relationship
Preliminary Allocation:
Amortizable intangible assets	2,000
McCann's brand of premium Irish oatmeal | Trademarks
Preliminary Allocation:
Trademarks - unamortizable intangible assets	$ 24,800

Acquisitions and Divestitures_3

Acquisitions and Divestitures - Pirate (Details) - Pirate Brands - Disposal Group, Held-for-sale, Not Discontinued Operations $ in Thousands	Sep. 12, 2018USD ($)
Acquisitions and divestitures
Inventory	$ 6,031
Property, plant and equipment	404
Goodwill	70,952
Other	77
Total	238,671
Customer relationship
Acquisitions and divestitures
Intangible assets	8,408
Trademarks
Acquisitions and divestitures
Intangible assets	152,800
Plan
Acquisitions and divestitures
Purchase price	$ 420,000

Inventories (Details)

Inventories (Details) - USD ($) $ in Thousands	Sep. 29, 2018	Dec. 30, 2017
Inventories
Raw materials and packaging	$ 68,988	$ 70,315
Work-in-process	134,134	140,425
Finished goods	284,310	291,109
Total	$ 487,432	$ 501,849

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017	Dec. 30, 2017
Goodwill and Other Intangible Assets
Amortization expense	$ 4,634	$ 4,265	$ 13,852	$ 13,002
Amortizable Intangible Assets
Gross Carrying Amount	355,190		355,190		$ 364,590
Accumulated Amortization	110,829		110,829		99,971
Net Carrying Amount	244,361		244,361		264,619
Unamortizable Intangible Assets
Goodwill	585,153		585,153		649,292
Future amortization expense
Remainder of fiscal 2018	4,500		4,500
2,019	18,000		18,000
2,020	18,000		18,000
2,021	18,000		18,000
2,022	18,000		18,000
Trademarks
Unamortizable Intangible Assets
Unamortizable intangible assets excluding goodwill	1,355,700		1,355,700		1,483,601
Trademarks
Amortizable Intangible Assets
Gross Carrying Amount	19,600		19,600		19,600
Accumulated Amortization	3,095		3,095		2,276
Net Carrying Amount	16,505		16,505		17,324
Customer relationship
Amortizable Intangible Assets
Gross Carrying Amount	335,590		335,590		344,990
Accumulated Amortization	107,734		107,734		97,695
Net Carrying Amount	$ 227,856		$ 227,856		$ 247,295

Long-Term Debt (Details)

Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 29, 2018	Dec. 30, 2017	Nov. 20, 2017	Apr. 03, 2017	Mar. 30, 2017	Jun. 04, 2013
Information related to long-term debt
Outstanding principal	$ 2,100,110
Unamortized deferred financing costs	(26,809)	$ (34,167)
Unamortized discount (premium)	2,007	1,631
Total long-term debt, net of unamortized deferred financing costs and discount	2,075,308	2,217,574
Current portion of long-term debt	352,198
Long-term debt, net of unamortized deferred financing costs and discount, and excluding current portion	1,723,110	2,217,574
Tranche B Term Loans due 2022
Information related to long-term debt
Outstanding principal	500,110	650,110	$ 650,100		$ 640,100
Current portion of long-term debt	352,200
Long-term debt, net of unamortized deferred financing costs and discount, and excluding current portion	147,900
4.625% Senior notes due 2021
Information related to long-term debt
Outstanding principal	$ 700,000	$ 700,000
Interest rate (as a percent)	4.625%	4.625%				4.625%
5.25% Senior Notes due 2025
Information related to long-term debt
Outstanding principal	$ 900,000	$ 900,000		$ 500,000
Interest rate (as a percent)	5.25%	5.25%	5.25%	5.25%

Long-Term Debt - Contractual Ma

Long-Term Debt - Contractual Maturities (Details) $ in Thousands	Sep. 29, 2018USD ($)
Aggregate contractual maturities of long-term debt
2,018	$ 352,198
2,021	700,000
2,022	147,912
Thereafter	900,000
Outstanding principal	$ 2,100,110

Long-Term Debt, Activity (Detai

Long-Term Debt, Activity (Details) $ in Thousands	Oct. 19, 2018USD ($)	Nov. 20, 2017USD ($)	Mar. 30, 2017USD ($)	Sep. 29, 2018USD ($)	Jun. 30, 2018USD ($)	Mar. 31, 2018USD ($)	Jul. 01, 2017USD ($)	Apr. 01, 2017USD ($)	Sep. 29, 2018USD ($)item	Sep. 30, 2017USD ($)	Dec. 30, 2017USD ($)	Nov. 19, 2017USD ($)	Apr. 03, 2017USD ($)	Jun. 04, 2013USD ($)
Information related to senior notes
Outstanding principal				$ 2,100,110					$ 2,100,110
Current portion of long-term debt				352,198					352,198
Long-term debt				1,723,110					1,723,110		$ 2,217,574
Repayments of long-term debt									150,000	$ 233,640
Accrued Interest
Accrued interest				34,600					34,600		14,600
Tranche B Term Loans due 2022
Information related to senior notes
Outstanding principal		$ 650,100	$ 640,100	500,110					500,110		650,110
Current portion of long-term debt				352,200					$ 352,200
Number of business days									5 days
Long-term debt				147,900					$ 147,900
Increase in principal of debt		$ 10,000
Repayments of long-term debt					$ 25,000	$ 125,000
Extinguishment of Debt
Write-off of deferred debt financing costs				400				$ 100	2,800
Write-off of unamortized discount				100				$ 100	$ 500
Tranche B Term Loans due 2022 | Subsequent Event
Information related to senior notes
Outstanding principal	$ 0
Repayments of long-term debt	$ 500,100
Tranche B Term Loans due 2022 | LIBOR
Information related to senior notes
Percentage reduction in spread from refinancing		0.25%	0.75%
Interest rate added to variable base rate (as a percent)									2.00%
Tranche B Term Loans due 2022 | Base rate
Information related to senior notes
Interest rate added to variable base rate (as a percent)									1.00%
Tranche A Term Loans
Extinguishment of Debt
Write-off of deferred debt financing costs							$ 900
Write-off of unamortized discount							$ 200
Revolving credit loans
Information related to senior notes
Maximum capacity available		$ 700,000										$ 500,000
Outstanding amount of debt				0					$ 0
Outstanding letters of credit				2,200					2,200
Available borrowing capacity				697,800					$ 697,800
Commitment fees (as a percent)									0.50%
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
Information related to senior notes
Consolidated interest leverage ratio									1.75
Revolving credit loans | Maximum
Information related to senior notes
Consolidated leverage ratio									7
Revolving credit loans | LIBOR | Minimum
Information related to senior notes
Interest rate added to variable base rate (as a percent)									1.25%
Revolving credit loans | LIBOR | Maximum
Information related to senior notes
Interest rate added to variable base rate (as a percent)									1.75%
Revolving credit loans | Base rate | Minimum
Information related to senior notes
Interest rate added to variable base rate (as a percent)									0.25%
Revolving credit loans | Base rate | Maximum
Information related to senior notes
Interest rate added to variable base rate (as a percent)									0.75%
Letters of credit facility
Information related to senior notes
Maximum capacity available				$ 50,000					$ 50,000
Fronting fee (as a percent)									0.25%
Incremental term loan | Maximum
Information related to senior notes
Senior secured leverage ratio				4					4
4.625% Senior notes due 2021
Information related to senior notes
Outstanding principal				$ 700,000					$ 700,000		$ 700,000
Interest rate (as a percent)				4.625%					4.625%		4.625%			4.625%
Principal amount of notes														$ 700,000
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 senior notes
Outstanding principal				$ 900,000					$ 900,000		$ 900,000		$ 500,000
Interest rate (as a percent)		5.25%		5.25%					5.25%		5.25%		5.25%
Interest rate at period end (as a percent)		5.03%
Principal amount of notes		$ 400,000											$ 500,000
Debt issuance price (as a percent)		101.00%											100.00%
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%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017	Dec. 30, 2017
Financial assets and liabilities at fair value
Term loans and senior notes	$ 2,075,308		$ 2,075,308		$ 2,217,574
Changes in level 3
Level 3 activity	0	$ 0	0	$ 0
Tranche B Term Loans due 2022
Financial assets and liabilities at fair value
Face amount of senior notes					650,100
5.25% Senior Notes due 2025
Financial assets and liabilities at fair value
Face amount of senior notes	$ 900,000		$ 900,000		$ 900,000
Interest rate (as a percent)	5.25%		5.25%		5.25%
Carrying Value | Tranche B Term Loans due 2022
Financial assets and liabilities at fair value
Term loans and senior notes	$ 498,612		$ 498,612		$ 647,831
Carrying Value | 4.625% Senior notes due 2021
Financial assets and liabilities at fair value
Term loans and senior notes	700,000		700,000		700,000
Carrying Value | 5.25% Senior Notes due 2025
Financial assets and liabilities at fair value
Term loans and senior notes	903,506		903,506		903,910
Fair value measured on recurring basis | Fair Value | Tranche B Term Loans due 2022 | Level 2
Financial assets and liabilities at fair value
Term loans and senior notes	504,845		504,845		652,689
Fair value measured on recurring basis | Fair Value | 4.625% Senior notes due 2021 | Level 2
Financial assets and liabilities at fair value
Term loans and senior notes	696,500		696,500		710,500
Fair value measured on recurring basis | Fair Value | 5.25% Senior Notes due 2025 | Level 2
Financial assets and liabilities at fair value
Term loans and senior notes	$ 863,978		$ 863,978		$ 919,729

Accumulated Other Comprehensi_3

Accumulated Other Comprehensive Loss - Reclassifications (Details) - Amount Reclassified from AOCL - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017
Reclassification from AOCL
Accumulated other comprehensive loss before tax	$ 184	$ 194	$ 516	$ 358
Tax expense	(46)	(74)	(129)	(136)
Total reclassification	138	120	387	222
Amortization of unrecognized prior service cost
Reclassification from AOCL
Accumulated other comprehensive loss before tax	1	9	2	27
Amortization of unrecognized loss
Reclassification from AOCL
Accumulated other comprehensive loss before tax	$ 183	$ 185	$ 514	$ 331

Accumulated Other Comprehensi_4

Accumulated Other Comprehensive Loss - Changes in AOCI (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017
Changes in accumulated other comprehensive income (loss)
Beginning balance			$ 880,819
Net current period other comprehensive income (loss)	$ 4,136	$ 833	1,858	$ 8,572
Ending balance	832,586		832,586
Defined Benefit Pension Plan Items
Changes in accumulated other comprehensive income (loss)
Beginning balance			(12,985)
Amounts reclassified from AOCL			387
Net current period other comprehensive income (loss)			387
Ending balance	(12,598)		(12,598)
Foreign Currency Translation Adjustments
Changes in accumulated other comprehensive income (loss)
Beginning balance			(7,771)
Other comprehensive income (loss) before reclassifications			1,471
Net current period other comprehensive income (loss)			1,471
Ending balance	(6,300)		(6,300)
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive income (loss)
Beginning balance			(20,756)
Other comprehensive income (loss) before reclassifications			1,471
Amounts reclassified from AOCL			387
Net current period other comprehensive income (loss)			1,858
Ending balance	$ (18,898)		$ (18,898)

Stock Repurchase Program (Detai

Stock Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended			9 Months Ended
	Sep. 29, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2017	Mar. 13, 2018
Stock repurchase program
Stock repurchased and retired (in shares)		694,749
Average price per share (in dollars per share)		$ 26.65
Stock repurchased and retired (in dollars)		$ 18.5
Available for future repurchases (in dollars)	$ 31.5
Stock repurchased (in shares)	0		0	0
Maximum
Stock repurchase program
Value of stock authorized for repurchase					$ 50

Pension Benefits - Net Periodic

Pension Benefits - Net Periodic Pension Cost, AOCI (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 29, 2018	Jun. 30, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017
Components of net periodic pension cost
Service cost-benefits earned during the period	$ 1,909		$ 1,798	$ 5,803	$ 4,538
Interest cost on projected benefit obligation	1,268		1,284	3,797	3,714
Expected return on plan assets	(2,063)		(1,771)	(6,072)	(5,271)
Amortization of unrecognized prior service cost	1		9	2	27
Amortization of unrecognized loss	183		185	514	331
Net periodic pension cost	$ 1,298		$ 1,505	4,044	$ 3,339
Employer contributions				$ 5,600
Defined benefit pension plans
Components of net periodic pension cost
Number of shares of company's common stock (in shares)		227,667
Share price (in dollars per share)		$ 28.27
Value of company's common stock		$ 6,400

Pension Benefits - Multi-Employ

Pension Benefits - Multi-Employer Defined Benefit Pension Plan (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended	42 Months Ended
	Sep. 29, 2018	Dec. 30, 2017	Sep. 29, 2018
Multi-Employer Defined Benefit Pension Plan
Contribution to the multi-employer plan	$ 0.7	$ 0.2
Maximum contribution to multi-employer plan (as a percent)	5.00%		5.00%
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 Contingencies_2

Commitments and Contingencies (Details) $ in Thousands	Sep. 29, 2018USD ($)
Future minimum lease payments under non-cancelable operating leases
2,018	$ 2,972
2,019	11,575
2,020	10,054
2,021	8,087
2,022	3,829
Thereafter	12,097
Total	$ 48,614

Commitments and Contingencies -

Commitments and Contingencies - Collective Bargaining (Details)	9 Months Ended
	Sep. 29, 2018employeeagreement
Information related to Collective Bargaining Agreements
Number of employees	2,516
Collective bargaining agreements expiration period	1 year
Covered under collective bargaining agreements | Unionized Employees
Information related to Collective Bargaining Agreements
Number of employees	1,510
Percentage of total employees covered under collective bargaining agreements	60.00%
Collective bargaining agreements expiring with next 12 months
Information related to Collective Bargaining Agreements
Number of collective bargaining agreements expiring within one year | agreement	0

Earnings per Share (Details)

Earnings per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017
Earnings per Share
Antidilutive securities excluded from computation of loss per share	400,338	349,015
Weighted average shares outstanding:
Basic (in shares)	65,932,352	66,496,333	66,252,392	66,484,105
Net effect of potentially dilutive share-based compensation awards (in shares)	88,423	147,310	110,860	228,979
Diluted (in shares)	66,020,775	66,643,643	66,363,252	66,713,084

Business and Credit Concentra_2

Business and Credit Concentrations and Geographic Information (Details) - customer	9 Months Ended		12 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Dec. 30, 2017
Net sales | Consolidated net sales | Top ten customers
Business and Credit Concentrations
Number of top customers	10	10
Percentage of concentration risk	55.20%	53.80%
Net sales | Consolidated net sales | Other than Walmart
Business and Credit Concentrations
Percentage of concentration risk	24.00%	24.70%
Accounts receivable | Trade accounts receivables | Top ten customers
Business and Credit Concentrations
Number of top customers	10		10
Percentage of concentration risk	52.50%		49.40%
Accounts receivable | Trade accounts receivables | Other than Walmart
Business and Credit Concentrations
Percentage of concentration risk	21.60%		21.50%
Foreign | Net sales | Consolidated net sales
Business and Credit Concentrations
Percentage of concentration risk	7.10%	6.40%

Share-Based Payments - Stock Op

Share-Based Payments - Stock Options (Details) - Stock Option - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 29, 2018	Sep. 29, 2018	Sep. 30, 2017
Options
Outstanding at beginning of fiscal period (in shares)		832,569
Granted (in shares)		397,864
Exercised (in shares)	(618)	(618)	(1,300)
Forfeited (in shares)		(9,580)
Cancelled (in shares)		(1,026)
Outstanding at end of quarter (in shares)	1,219,209	1,219,209
Exercisable at end of quarter (in shares)	532,485	532,485
Weighted Average Exercise Price
Outstanding at beginning of fiscal period (in dollar per share)		$ 33.45
Granted (in dollars per share)		27
Exercised (in dollars per share)		27.77
Forfeited (in dollars per share)		33.70
Cancelled (in dollars per share)		27.77
Outstanding at end of quarter (in dollar per share)	$ 31.35	31.35
Exercisable at end of quarter ( in dollars per share)	$ 31.35	$ 31.35
Weighted Average Contractual Life Remaining (Years)
Weighted Average Contractual Life Remaining (Years)		7 years 8 months 27 days
Exercisable, Weighted Average Contractual Life Remaining (Years)		6 years 4 months 24 days
Aggregate Intrinsic Value
Outstanding at end of quarter, Aggregate Intrinsic Value	$ 1,955	$ 1,955
Exercisable, Aggregate Intrinsic Value	$ 370	$ 370
Assumptions:
Weighted average grant date fair value (in dollars per share)		$ 3.74	$ 7.29
Minimum
Assumptions:
Expected volatility (as a percent)		30.60%	27.50%
Expected term		5 years 6 months	5 years 6 months
Risk-free interest rate (as a percent)		2.60%	1.80%
Dividend yield (as a percent)		6.70%	4.50%
Maximum
Assumptions:
Expected volatility (as a percent)		31.70%	29.20%
Expected term		6 years 6 months	6 years 6 months
Risk-free interest rate (as a percent)		2.80%	2.40%
Dividend yield (as a percent)		8.10%	5.22%

Share-Based Payments - Share-ba

Share-Based Payments - Share-based payments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017
Compensation expense
Total compensation expense for share-based payments	$ 749	$ 1,082	$ 3,346	$ 4,284
Performance shares
Compensation expense
Unrecognized compensation expense	1,400		$ 1,400
Period over which unrecognized compensation expense is expected to be recognized			2 years 3 months
Stock Option
Compensation expense
Unrecognized compensation expense	1,600		$ 1,600
Period over which unrecognized compensation expense is expected to be recognized			2 years 6 months
Cost of Goods Sold
Compensation expense
Total compensation expense for share-based payments	250	217	$ 1,014	689
Selling, General and Administrative Expenses
Compensation expense
Total compensation expense for share-based payments	$ 499	$ 865	$ 2,332	$ 3,595

Share-Based Payments - Performa

Share-Based Payments - Performance (Details) - Performance shares - $ / shares	9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award
Percentage of target number of shares that may be earned	200.00%
Number of Shares
Balance at the beginning of the period (in shares)	437,218
Granted (in shares)	242,436
Vested (in shares)	(150,255)	(110,528)
Forfeited (in shares)	(7,892)
Balance at the end of the period (in shares)	521,507
Weighted Average Grant Date Fair Value
Balance at the beginning of the period (in dollars per share)	$ 29.36
Granted (in dollars per share)	21.39
Vested (in dollars per share)	23.84
Forfeited (in dollars per share)	29.57
Balance at the end of the period (in dollars per share)	$ 27.24

Share-Based Payments - Other Ve

Share-Based Payments - Other Vested (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 29, 2018	Sep. 29, 2018	Sep. 30, 2017
Share based compensation expense related to long-term incentive plans
Total shares of common stock issued	618	94,694	90,019
Excess tax benefit		$ 305	$ 820
Non-Employee Directors
Share based compensation expense related to long-term incentive plans
Total shares of common stock issued		1,119	20,559
Performance shares
Share based compensation expense related to long-term incentive plans
Number of performance shares vested		150,255	110,528
Shares withheld to fund statutory minimum tax withholding		57,298	42,368
Total shares of common stock issued		92,957	68,160
Stock Option
Share based compensation expense related to long-term incentive plans
Shares of common stock issued upon the exercise of stock options	618	618	1,300

Share-Based Payments, ASU 2016-

Share-Based Payments, ASU 2016-09 (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award
Income tax expense (benefit)	$ 11,811	$ 19,772	$ 21,188	$ 50,938
ASU 2016-09
Share-based Compensation Arrangement by Share-based Payment Award
Income tax expense (benefit)			$ (300)	$ (800)

Net Sales by Brand (Details)

Net Sales by Brand (Details) - USD ($) $ in Thousands	3 Months Ended					9 Months Ended
	Sep. 29, 2018	Dec. 30, 2017	Sep. 30, 2017	Jul. 01, 2017	Apr. 01, 2017	Sep. 29, 2018	Sep. 30, 2017
Brand
Net sales	$ 422,602	$ 466,353	$ 406,051	$ 361,676	$ 412,307	$ 1,242,709	$ 1,180,034
Specific brand sale to total sale (as a percent)						3.00%
Green Giant - frozen
Brand
Net sales	90,338		79,247			$ 269,409	233,708
Spices and Seasonings
Brand
Net sales	65,141		70,193			191,571	200,568
Ortega
Brand
Net sales	33,913		33,220			105,835	104,235
Pirate Brands
Brand
Net sales	26,597		26,495			72,799	68,377
Green Giant - shelf stable
Brand
Net sales	25,997		29,607			65,126	78,372
Back To Nature
Brand
Net sales	17,267					54,929
Maple Grove Farms of Vermont
Brand
Net sales	16,185		15,687			50,228	50,655
Mrs. Dash
Brand
Net sales	13,603		14,646			44,852	45,993
Cream of Wheat
Brand
Net sales	14,168		14,653			44,369	43,436
Bear Creek Country Kitchens
Brand
Net sales	12,425		12,818			27,359	29,075
All other brands
Brand
Net sales	$ 106,968		$ 109,485			$ 316,232	$ 325,615

Guarantor and Non-Guarantor F_3

Guarantor and Non-Guarantor Financial Information (Details) - USD ($) $ in Thousands	Sep. 29, 2018	Dec. 30, 2017	Nov. 20, 2017	Apr. 03, 2017	Jun. 04, 2013
Current assets:
Cash and cash equivalents	$ 26,171	$ 206,506
Trade accounts receivable, net	170,140	141,392
Inventories, net	487,432	501,849
Assets held for sale	238,671
Prepaid expenses and other current assets	28,501	20,054
Income tax receivable	14,402	16,794
Total current assets	965,317	886,595
Property, plant and equipment, net	276,761	272,192
Goodwill	585,153	649,292
Other intangibles, net	1,600,061	1,748,220
Other assets	1,439	1,617
Deferred income taxes	3,252	3,122
Total assets	3,431,983	3,561,038
Current liabilities:
Trade accounts payable	156,267	122,358
Accrued expenses	60,679	48,067
Current portion of long-term debt	352,198
Income tax payable	951	139
Dividends payable	31,318	30,922
Total current liabilities	601,413	201,486
Long-term debt	1,723,110	2,217,574
Other liabilities	22,007	24,881
Deferred income taxes	252,867	236,278
Total liabilities	2,599,397	2,680,219
Stockholders' equity:
Preferred stock
Common Stock	659	665
Additional paid-in capital	156,193	266,789
Accumulated other comprehensive loss	(18,898)	(20,756)
Retained earnings	694,632	634,121
Total stockholders' equity	832,586	880,819
Total liabilities and stockholders' equity	$ 3,431,983	$ 3,561,038
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%	5.25%	5.25%
Reportable Legal Entities | Parent
Current assets:
Investments in subsidiaries	$ 2,966,021	$ 3,163,482
Total assets	2,966,021	3,163,482
Current liabilities:
Current portion of long-term debt	352,198
Dividends payable	31,318	30,922
Total current liabilities	383,516	30,922
Long-term debt	1,749,919	2,251,741
Total liabilities	2,133,435	2,282,663
Stockholders' equity:
Preferred stock
Common Stock	659	665
Additional paid-in capital	156,193	266,789
Accumulated other comprehensive loss	(18,898)	(20,756)
Retained earnings	694,632	634,121
Total stockholders' equity	832,586	880,819
Total liabilities and stockholders' equity	2,966,021	3,163,482
Reportable Legal Entities | Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	20,210	204,815
Trade accounts receivable, net	156,613	129,769
Inventories, net	412,478	428,613
Assets held for sale	238,671
Prepaid expenses and other current assets	24,222	15,932
Income tax receivable	12,913	16,259
Total current assets	865,107	795,388
Property, plant and equipment, net	232,889	229,219
Goodwill	585,153	649,292
Other intangibles, net	1,600,061	1,748,220
Other assets	1,426	1,603
Deferred income taxes		(1)
Investments in subsidiaries	97,888	91,766
Total assets	3,382,524	3,515,487
Current liabilities:
Trade accounts payable	128,223	102,594
Accrued expenses	57,710	45,586
Intercompany payables	(17,478)	(23,167)
Total current liabilities	168,455	125,013
Long-term debt	(26,809)	(34,167)
Other liabilities	21,990	24,881
Deferred income taxes	252,867	236,278
Total liabilities	416,503	352,005
Stockholders' equity:
Preferred stock
Additional paid-in capital	2,292,512	2,552,342
Accumulated other comprehensive loss	(18,898)	(20,756)
Retained earnings	692,407	631,896
Total stockholders' equity	2,966,021	3,163,482
Total liabilities and stockholders' equity	3,382,524	3,515,487
Reportable Legal Entities | Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	5,961	1,691
Trade accounts receivable, net	13,527	11,623
Inventories, net	74,954	73,236
Prepaid expenses and other current assets	4,279	4,122
Income tax receivable	1,489	535
Total current assets	100,210	91,207
Property, plant and equipment, net	43,872	42,973
Other assets	13	14
Deferred income taxes	3,252	3,123
Total assets	147,347	137,317
Current liabilities:
Trade accounts payable	28,044	19,764
Accrued expenses	2,969	2,481
Income tax payable	951	139
Intercompany payables	17,478	23,167
Total current liabilities	49,442	45,551
Other liabilities	17
Total liabilities	49,459	45,551
Stockholders' equity:
Preferred stock
Additional paid-in capital	68,253	68,253
Accumulated other comprehensive loss	(6,299)	(7,771)
Retained earnings	35,934	31,284
Total stockholders' equity	97,888	91,766
Total liabilities and stockholders' equity	147,347	137,317
Eliminations
Current assets:
Investments in subsidiaries	(3,063,909)	(3,255,248)
Total assets	(3,063,909)	(3,255,248)
Stockholders' equity:
Preferred stock
Additional paid-in capital	(2,360,765)	(2,620,595)
Accumulated other comprehensive loss	25,197	28,527
Retained earnings	(728,341)	(663,180)
Total stockholders' equity	(3,063,909)	(3,255,248)
Total liabilities and stockholders' equity	$ (3,063,909)	$ (3,255,248)

Guarantor and Non-Guarantor F_4

Guarantor and Non-Guarantor Financial Information - Operating Income and Expense (Details) - USD ($) $ in Thousands	3 Months Ended					9 Months Ended
	Sep. 29, 2018	Dec. 30, 2017	Sep. 30, 2017	Jul. 01, 2017	Apr. 01, 2017	Sep. 29, 2018	Sep. 30, 2017
Net sales	$ 422,602	$ 466,353	$ 406,051	$ 361,676	$ 412,307	$ 1,242,709	$ 1,180,034
Cost of goods sold	307,563	372,493	285,109	257,119	291,088	943,141	833,316
Gross profit	115,039	93,860	120,942	104,557	121,219	299,568	346,718
Operating expenses:
Selling, general and administrative expenses	39,987	51,951	40,999	43,586	48,520	119,827	133,105
Amortization expense	4,634		4,265			13,852	13,002
Operating income	70,418	37,300	75,678	56,706	68,227	165,889	200,611
Other income and expenses:
Interest expense, net	27,932		23,374			83,845	65,019
Loss on extinguishment of debt						3,324	1,163
Other income	(1,313)	966	(198)	(1,269)	(2,597)	(2,979)	(4,064)
Income before income tax expense	43,799		52,502			81,699	138,493
Income tax expense	11,811		19,772			21,188	50,938
Net income	31,988	$ 129,908	32,730	$ 22,061	$ 32,764	60,511	87,555
Comprehensive income (loss)	36,124		33,563			62,369	96,127
Eliminations
Net sales	(25,026)		(11,847)			(78,435)	(52,420)
Cost of goods sold	(25,026)		(11,847)			(78,435)	(52,420)
Other income and expenses:
Equity in earnings of subsidiaries	(31,826)		(37,049)			(65,161)	(91,444)
Net income	(31,826)		(37,049)			(65,161)	(91,444)
Comprehensive income (loss)	(35,686)		(37,640)			(66,245)	(99,572)
Parent | Reportable Legal Entities
Other income and expenses:
Equity in earnings of subsidiaries	31,988		32,730			60,511	87,555
Net income	31,988		32,730			60,511	87,555
Comprehensive income (loss)	36,124		33,563			62,369	96,127
Guarantor Subsidiaries | Reportable Legal Entities
Net sales	398,347		372,474			1,178,637	1,108,202
Cost of goods sold	286,893		260,077			892,549	776,312
Gross profit	111,454		112,397			286,088	331,890
Operating expenses:
Selling, general and administrative expenses	37,743		38,130			112,784	124,425
Amortization expense	4,634		4,265			13,852	13,002
Operating income	69,077		70,002			159,452	194,463
Other income and expenses:
Interest expense, net	27,932		23,374			83,845	65,019
Loss on extinguishment of debt						3,324	1,163
Other income	(1,313)		(198)			(2,979)	(4,064)
Income before income tax expense	42,458		46,826			75,262	132,345
Income tax expense	10,308		18,415			19,401	48,679
Equity in earnings of subsidiaries	(162)		4,319			4,650	3,889
Net income	31,988		32,730			60,511	87,555
Comprehensive income (loss)	31,850		32,609			60,124	87,333
Non-Guarantor Subsidiaries | Reportable Legal Entities
Net sales	49,281		45,424			142,507	124,252
Cost of goods sold	45,696		36,879			129,027	109,424
Gross profit	3,585		8,545			13,480	14,828
Operating expenses:
Selling, general and administrative expenses	2,244		2,869			7,043	8,680
Operating income	1,341		5,676			6,437	6,148
Other income and expenses:
Income before income tax expense	1,341		5,676			6,437	6,148
Income tax expense	1,503		1,357			1,787	2,259
Net income	(162)		4,319			4,650	3,889
Comprehensive income (loss)	$ 3,836		$ 5,031			$ 6,121	$ 12,239

Guarantor and Non-Guarantor F_5

Guarantor and Non-Guarantor Financial Information - Cash Flows (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$ 139,063	$ 7,537
Cash flows from investing activities:
Capital expenditures	(25,916)	(42,728)
Proceeds from sale of assets		2,229
Payments for acquisition of businesses, net of cash acquired	(30,787)	(117)
Net cash used in investing activities	(56,703)	(40,616)
Cash flows from financing activities:
Repayments of long-term debt	(150,000)	(233,640)
Proceeds from issuance of long-term debt		500,000
Repayments of borrowings under revolving credit facility	(50,000)	(221,000)
Borrowings under revolving credit facility	50,000	85,000
Proceeds from issuance of common stock, net	21	36
Dividends paid	(93,206)	(92,710)
Payments for repurchase of common stock, net	(18,529)
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation	(1,832)	(1,962)
Debt financing costs		(8,637)
Net cash (used in) provided by financing activities	(263,546)	27,087
Effect of exchange rate fluctuations on cash and cash equivalents	851	(226)
Net (decrease) in cash and cash equivalents	(180,335)	(6,218)
Cash and cash equivalents at beginning of period	206,506	28,833
Cash and cash equivalents at end of period	26,171	22,615
Parent | Reportable Legal Entities
Cash flows from financing activities:
Repayments of long-term debt	(150,000)	(233,640)
Proceeds from issuance of long-term debt		500,000
Repayments of borrowings under revolving credit facility	(50,000)	(221,000)
Borrowings under revolving credit facility	50,000	85,000
Proceeds from issuance of common stock, net	21	36
Dividends paid	(93,206)	(92,710)
Payments for repurchase of common stock, net	(18,529)
Intercompany transactions	261,714	(37,686)
Guarantor Subsidiaries | Reportable Legal Entities
Cash flows from operating activities:
Net cash provided by (used in) operating activities	126,987	(2,069)
Cash flows from investing activities:
Capital expenditures	(22,943)	(32,348)
Proceeds from sale of assets		2,229
Payments for acquisition of businesses, net of cash acquired	(30,787)	(117)
Net cash used in investing activities	(53,730)	(30,236)
Cash flows from financing activities:
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation	(1,832)	(1,962)
Debt financing costs		(8,637)
Intercompany transactions	(256,030)	36,918
Net cash (used in) provided by financing activities	(257,862)	26,319
Net (decrease) in cash and cash equivalents	(184,605)	(5,986)
Cash and cash equivalents at beginning of period	204,815	25,119
Cash and cash equivalents at end of period	20,210	19,133
Non-Guarantor Subsidiaries | Reportable Legal Entities
Cash flows from operating activities:
Net cash provided by (used in) operating activities	12,076	9,606
Cash flows from investing activities:
Capital expenditures	(2,973)	(10,380)
Net cash used in investing activities	(2,973)	(10,380)
Cash flows from financing activities:
Intercompany transactions	(5,684)	768
Net cash (used in) provided by financing activities	(5,684)	768
Effect of exchange rate fluctuations on cash and cash equivalents	851	(226)
Net (decrease) in cash and cash equivalents	4,270	(232)
Cash and cash equivalents at beginning of period	1,691	3,714
Cash and cash equivalents at end of period	$ 5,961	$ 3,482

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ in Thousands	Oct. 19, 2018	Oct. 18, 2018	Oct. 17, 2018	Dec. 29, 2018	Sep. 29, 2018	Sep. 30, 2017	Dec. 30, 2017	Nov. 20, 2017	Mar. 30, 2017
Subsequent events
Outstanding principal					$ 2,100,110
Loss on extinguishment of debt					(3,324)	$ (1,163)
Tranche B Term Loans due 2022
Subsequent events
Outstanding principal					$ 500,110		$ 650,110	$ 650,100	$ 640,100
Subsequent Event | Tranche B Term Loans due 2022
Subsequent events
Prepayment amount	$ 147,900	$ 352,200
Outstanding principal	$ 0
Subsequent Event | Forecast | Tranche B Term Loans due 2022
Subsequent events
Loss on extinguishment of debt				$ 9,800
Subsequent Event | Pirate Brands | Disposed
Subsequent events
Sale price			$ 420,000
Subsequent Event | Pirate Brands | Disposed | Forecast
Subsequent events
Gain on sale			$ 272,500
Subsequent Event | Pirate Brands | Disposed | Maximum
Subsequent events
Transition service period (in months)			14 months