10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10‑K

Annual Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

For the fiscal year ended March 31, 2016 Commission File Number 0‑01989

SENECA FOODS CORPORATION (Exact name of registrant as specified in its charter)

New York (State or other jurisdiction of incorporation or organization)   3736 South Main Street, Marion, New York   (Address of principal executive offices)   Registrant's telephone number, including area code 16‑0733425 (I.R.S. Employer Identification No.)     14505 (Zip Code)   (315) 926-8100

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock Class A, $.25 Par	NASDAQ Global Market
Common Stock Class B, $.25 Par	NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes     No     X   

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes     No     X   

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    X     No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   X    No 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer     Accelerated filer    X       Non-accelerated filer      Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes     No     X   

The aggregate market value of the Registrant's voting and non-voting common equity held by non‑affiliates based on the closing sales price per market reports by the NASDAQ Global Market System on October 1, 2015 was approximately $191,810,000.

As of June 3, 2016, there were 7,918,069 shares of Class A common stock and 1,894,599 shares of Class B common stock outstanding.

Documents Incorporated by Reference:

(1) Portions of the Annual Report to shareholders for fiscal year ended March 31, 2016 (the "2016 Annual Report") applicable to Part I, Item 1, Part II, Items 5‑9A and Part IV, Item 15 of Form 10‑K.

(2) Portion of the Proxy Statement to be issued in connection with the Registrant's annual meeting of stockholders (the "Proxy Statement") applicable to Part III, Items 10-14 of Form 10-K.

TABLE OF CONTENTS
FORM 10-K ANNUAL REPORT FISCAL YEAR 2016
SENECA FOODS CORPORATION
PART I.		Pages
Item 1.	Business	1-4
Item 1A.	Risk Factors	4-9
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9-10
Item 3.	Legal Proceedings	10
Item 4.	Mine Safety Disclosures	10
PART II.
Item 5.	Market for Registrant's Common Stock, Related Security Holder Matters	11
	and Issuer Purchases of Equity Securities
Item 6.	Selected Financial Data	11
Item 7.	Management's Discussion and Analysis of Financial Condition and	11
	Results of Operations
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 8.	Financial Statements and Supplementary Data	11-12
Item 9.	Changes in and Disagreements with Accountants on Accounting and	12
	Financial Disclosure
Item 9A.	Controls and Procedures	12-14
Item 9B.	Other Information	14
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	15
Item 11.	Executive Compensation	15
Item 12.	Security Ownership of Certain Beneficial Owners and Management and	15
	Related Stockholder Matters
Item 13.	Certain Relationships and Related Transactions, and Director Independence	15
Item 14.	Principal Accountant Fees and Services	15
PART IV.
Item 15.	Exhibits and Financial Statement Schedules	16-19
SIGNATURES		20

Forward-Looking Statements

Certain of the statements contained in this annual report on Form 10-K are forward-looking statements made within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (Exchange Act).  Forward-looking statements involve numerous risks and uncertainties.  Forward-looking statements are not in the present or past tense and, in some cases, can be identified by the use of the words "will," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "seeks," "should," "likely," "targets," "may", "can" and other expressions that indicate future trends and events. A forward-looking statement speaks only as of the date on which such statement is made and reflects management's analysis only as of the date thereof.  The Company undertakes no obligation to update any forward-looking statement. The following factors, among others discussed herein and in the Company's filings under the Exchange Act, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: costs and availability of raw materials, competition, cost controls, sales levels, governmental regulation, consumer preferences, industry trends, weather conditions, crop yields, natural disasters, recalls, litigation, reliance on third-parties, wage rates, and other factors.  See also the factors described in "Part I, Item 1A. Risk Factors" and elsewhere in this report, and those described in the Company's filings under the Exchange Act.

PART I

Item 1

Business

History and Development of Seneca Foods Corporation

SENECA FOODS CORPORATION (the "Company") is North America's leading provider of packaged fruits and vegetables with facilities located throughout the United States.  The Company's product offerings include canned, frozen and bottled produce and snack chips and its products are sold under private label as well as national and regional brands that the Company owns or licenses, including Seneca®, Libby's®, Green Valley®, Aunt Nellie's®, READ®, Cherryman® and Seneca Farms®.  The Company packs Green Giant, Le Sueur and other brands of canned vegetables as well as select Green Giant frozen vegetables for B&G Foods North America ("B&G") under a contract packing agreement.

As of March 31, 2016, the Company's facilities consisted of 23 packaging plants strategically located throughout the United States, three can manufacturing plants, two seed packaging operations, a farming operation and a logistical support network.  The Company also maintains warehouses which are generally located adjacent to its packaging plants.  The Company is a New York corporation and its headquarters is located at 3736 South Main Street, Marion, New York and its telephone number is (315) 926-8100.

The Company was founded in 1949 and during its 67 years of operation, the Company has made over 50 strategic acquisitions including the purchase of the long-term license for the Libby's brand in 1983, the purchase of General Mills' Green Giant packaging assets and entry into an Alliance Agreement with General Mills Operations, LLC ("GMOL") in 1995 and the acquisition of Chiquita Processed Foods in 2003.  The Company believes that these acquisitions have enhanced the Company's leadership position in the private label and foodservice canned vegetable markets in the United States and significantly increased its international sales.  In August 2006, the Company acquired Signature Fruit Company, LLC, a leading producer of canned fruits located in Modesto, California.  This acquisition allowed the Company to broaden its product offerings to become a leading producer and distributor of canned fruit and to achieve cost advantages through the realization of distribution and other synergies with the Company's canned vegetable business.  In 2013, the Company completed its acquisition of 100% of the membership interest in Independent Foods, LLC.  In April 2014, the Company purchased a 50% equity interest in Truitt Bros. Inc.  In 2016, the Company acquired Gray & Company and Diana Foods Co., Inc., each leading providers of maraschino cherries and other cherry products.  The plants acquired are in Hart, Michigan and Dayton, Oregon. The rationale for these acquisitions was twofold: (1) the businesses are a complementary fit with the Company's existing business and (2) it provides an extension of the Company's product offerings.

Available Information

The Company's Internet address is www.senecafoods.com.  The Company's annual report on Form 10-K, the Company's quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available on the Company's web site, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. All such filings on the Company's web site are available free of charge.  Information on our website is not part of the Annual Report on Form 10-K.

In addition, the Company's website includes items related to corporate governance matters, including charters of various committees of the Board of Directors and the Company's Code of Business Conduct and Ethics.  The Company intends to disclose on its website any amendment to or waiver of any provision of the Code of Business Conduct and Ethics that would otherwise be required to be disclosed under the rules of the SEC and NASDAQ.

Financial Information about Industry Segments

The Company manages its business on the basis of two reportable segments – the primary segment is the packaging and sale of fruits and vegetables and the secondary segment is the packaging and sale of chip products.  These two segments constitute the food operation.  The food operation constitutes 98% of total sales, of which approximately 68% is canned vegetable packaging, 20% is canned fruit packaging, 11% is frozen fruit and vegetable packaging and 1% is fruit chip packaging.  The non-food operation, which is primarily related to the sale of cans and ends and outside revenue generated from our trucking and aircraft operations, represents 2% of the Company's total sales.

Narrative Description of Business

1

Principal Products and Markets

Food Packaging

The principal products include canned fruits and vegetables, frozen vegetables and other food products.  The products are sold nationwide by major grocery outlets, including supermarkets, mass merchandisers, limited assortment stores, club stores and dollar stores.  Additionally, products are sold to food service distributors, industrial markets, other food packagers, export customers in 90 countries and federal, state and local governments for school and other feeding programs.  Food packaging operations are primarily supported by plant locations in New York, California, Michigan, Oregon, Pennsylvania, Wisconsin, Washington, Idaho, Illinois, and Minnesota.  See Note 12 of Item 8, Financial Statements and Supplementary Data, for additional information about the Company's segments.

The following table summarizes net sales by major product category for the years ended March 31, 2016, 2015, and 2014:

Classes of similar products/services:	2016		2015		2014
	(In thousands)
Net Sales:
Green Giant *	$	144,310	$	161,993	$	177,881
Canned vegetables		746,501		754,556		753,318
Frozen		94,710		94,648		107,109
Fruit		253,658		234,918		264,549
Snack		12,336		11,667		11,496
Other		23,845		28,568		25,855
Total	$	1,275,360	$	1,286,350	$	1,340,208
* Green Giant includes canned and frozen vegetable sales exclusively for GMOL or B&G Foods.

Source and Availability of Raw Materials

The Company's food packaging plants are located in major vegetable producing states and in four fruit producing states.  Fruits and vegetables are primarily obtained through supply contracts with independent growers.

Intellectual Property

The Company's most significant brand name, Libby's^®, is held pursuant to a trademark license granted to the Company in March 1982 and renewable by the Company every 10 years for an aggregate period expiring in March 2081.  The original licensor was Libby, McNeill & Libby, Inc., then an indirect subsidiary of Nestlé, S. A. ("Nestlé") and the license was granted in connection with the Company's purchase of certain of the licensor's canned vegetable operations in the United States.  Corlib Brands Management, LTD acquired the license from Nestlé during 2006.  The license is limited to vegetables which are shelf-stable, frozen, and thermally packaged, and includes the Company's major vegetable varieties – corn, peas and green beans – as well as certain other thermally packaged vegetable varieties and sauerkraut.

The Company is required to pay an annual royalty and Corlib Brands now known as Libby's Brand Holding, Ltd., which may terminate the license for non-payment of royalty, use of the trademark in sales outside the licensed territory, failure to achieve a minimum level of sales under the licensed trademark during any calendar year or a material breach or default by the Company under the agreement (which is not cured within the specified cure period).  With the purchase of Signature Fruit Company, LLC, which also uses the Libby's^® brand name, the Company re-negotiated the license agreement and created a new, combined agreement based on Libby's^® revenue dollars for fruits, vegetables, and dry beans.  A total of $327,000 was paid as a royalty fee for the year ended March 31, 2016.

The Company also sells canned fruits and vegetables, frozen vegetables and other food products under several other brands for which the Company has obtained registered trademarks, including, Aunt Nellie's^®, Cherryman^®, READ^®, Seneca Farms^®, and Seneca^® and other regional brands.

Seasonal Business

While individual fruits and vegetables have seasonal cycles of peak production and sales, the different cycles are somewhat offsetting.  Minimal food packaging occurs in the Company's last fiscal quarter ending March 31, which is the optimal time for maintenance, repairs and equipment changes in its packaging plants.  The supply of commodities, current pricing, and expected new crop quantity and quality affect the timing and amount of the Company's sales and earnings.  When the seasonal harvesting periods of the Company's major fruits and vegetables are newly completed, inventories for these packaged fruits and vegetables are at their highest levels.  For peas, the peak inventory time is mid-summer and for corn, the Company's highest volume vegetable, the peak inventory is in mid-autumn.  For peaches, the Company's highest volume fruit, the peak inventory time is early-autumn.  For pears, the peak inventory is late-summer.  For cherries, the peak inventory is late-summer.

These seasonal fluctuations are illustrated in the following table, which presents certain unaudited quarterly financial information for the periods indicated:

2

	First Quarter			Second Quarter			Third Quarter		Fourth Quarter
	(In thousands)
Year ended March 31, 2016:
Net sales	$	226,258		$	313,202		$	432,198	$	303,702
Gross margin		20,899			29,073			53,382		44,041
Net earnings		2,968			6,522			31,123		13,845
Inventories (at quarter end)		482,556			761,703			631,181		567,707
Revolver outstanding (at quarter end)		197,350			304,468			309,211		271,592
Year ended March 31, 2015:
Net sales	$	240,043		$	312,161		$	456,207	$	277,939
Gross margin		17,341			17,133			26,435		23,454
Net earnings (loss)		(107	)		(578	)		7,819		2,765
Inventories (at quarter end)		467,290			731,527			547,149		472,412
Revolver outstanding (at quarter end)		180,050			302,220			255,000		233,000

Backlog

In the food packaging business, an end of year sales order backlog is not considered meaningful.  Traditionally, larger customers provide tentative bookings for their expected purchases for the upcoming season.  These bookings are further developed as data on the expected size of the related national harvests becomes available.  In general, these bookings serve as a yardstick rather than as a firm commitment, since actual harvest results can vary notably from early estimates.  In actual practice, the Company has substantially all of its expected seasonal production identified to potential sales outlets before the seasonal production is completed.

Competition and Customers

Competition in the food business is substantial with brand recognition and promotion, quality, service, and pricing being the major determinants in the Company's relative market position. The Company believes that it is a major producer of canned fruits and vegetables, but some producers of canned, frozen and other forms of fruit and vegetable products have sales which exceed the Company's sales.  The Company is aware of approximately 14 competitors in the U.S. packaged vegetable industry, many of which are privately held companies.  The Company is aware of approximately nine competitors in the U.S. packaged fruit industry.  In addition, there are significant quantities of fruit that are imported from Europe, Asia and South America.

During the past year, approximately 12% of the Company's packaged foods sales were packed for retail customers under the Company's branded labels of Seneca^®, Libby's^®, Green Valley^®, Aunt Nellie's^®, READ^®, and Seneca Farms^®.  About 25% of packaged foods sales were packed for institutional food distributors and 52% were retail packed under the private label of our customers.  The remaining 11% was sold under the Alliance Agreement with GMOL and the succeeding contract packing agreement with B&G Foods (collectively the "Green Giant Agreement") (see note 12 of Item 8, Financial Statements and Supplementary Data).  Termination of the Green Giant Agreement would substantially reduce the Company's sales and profitability unless the Company was to enter into a new substantial supply relationship with Green Giant or another major vegetable marketer.  The non-Green Giant customers represent a full cross section of the retail, institutional, distributor, and industrial markets; and the Company does not consider itself dependent on any single sales source other than sales attributable to the Green Giant Agreement.

The Company's principal branded products are its Libby's canned fruit and vegetable products, which rate among the top three national brands according to a leading market research firm.

The information under the heading "Results of Operations in Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2016 Annual Report is incorporated by reference.

Environmental Regulation

Environmental Protection

Environmental protection is an area that has been worked on diligently at each food packaging facility.  In all locations, the Company has cooperated with federal, state, and local environmental protection authorities in developing and maintaining suitable antipollution facilities.  In general, we believe our pollution control facilities are equal to or somewhat superior to those of our competitors and are within environmental protection standards.  The Company does not expect any material capital expenditures to comply with environmental regulations in the near future.

There has been a broad range of proposed and promulgated state, national and international regulations aimed at reducing the effects of climate change.  In the United States, there is a significant possibility that some form of regulation will be forthcoming at the federal level to address the effects of climate change.  Such regulation could result in the creation of additional costs in the form of taxes, the restriction of output, investments of capital to maintain compliance with laws and regulations, or required acquisition or trading of emission allowances.

Environmental Litigation and Contingencies

In the ordinary course of its business, the Company is made a party to certain legal proceedings seeking monetary damages, including proceedings involving product liability claims, worker's compensation and other employee claims, tort and other general liability claims, for which it carries insurance as well as patent infringement and related litigation.  The Company is in a highly regulated industry and is also periodically involved in government actions for regulatory violations and other matters surrounding the manufacturing of its products, including, but not limited to, environmental, employee, and product safety issues. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company does not believe that an adverse decision in any of these legal proceedings would have a material adverse impact on its financial position, results of operations, or cash flows.

3

Employment

At our fiscal year end 2016, the Company had approximately 3,500 employees of which 3,000 full time and 400 seasonal employees work in food packaging and 100 full time employees work in other activities.  The number of employees increases by approximately 7,000 due to an increase in seasonal employees during our peak pack season.

The Company has seven collective bargaining agreements with three unions covering approximately 1,050 of its full-time employees.  The terms of these agreements result in wages and benefits which are substantially the same for comparable positions for the Company's non-union employees.  There are no agreements expiring in calendar 2017. There are two agreements that will expire in 2018, two agreements that will expire in calendar 2019 and three agreements that will expire in calendar 2020.

Domestic and Export Sales

The following table sets forth domestic and export sales:

	Fiscal Year
	2016			2015			2014
	(In thousands, except percentages)
Net Sales:
United States	$	1,167,078		$	1,170,522		$	1,217,238
Export		108,282			115,828			122,970
Total Net Sales	$	1,275,360		$	1,286,350		$	1,340,208
As a Percentage of Net Sales:
United States		91.5	%		91.0	%		90.8	%
Export		8.5	%		9.0	%		9.2	%
Total		100.0	%		100.0	%		100.0	%

Item 1A

Risk Factors

The following factors as well as factors described elsewhere in this Form 10-K or in other filings by the Company with the Securities and Exchange Commission, could adversely affect the Company's consolidated financial position, results of operations or cash flows.  Other factors not presently known to us or that we presently believe are not material could also affect our business operations or financial results.  The Company refers to itself as "we", "our" or "us" in this section.

Fruit and Vegetable Industry Risks

Excess capacity in the fruit and vegetable industry has a downward impact on selling price.

Our financial performance and growth are related to conditions in the United States' fruit and vegetable packaging industry which is a mature industry with a modest growth rate during the last 10 years.  Our net sales are a function of product availability and market pricing.  In the fruit and vegetable packaging industry, product availability and market prices tend to have an inverse relationship:  market prices tend to decrease as more product is available and to increase if less product is available.  Product availability is a direct result of plantings, growing conditions, crop yields and inventory levels, all of which vary from year to year.  Moreover, fruit and vegetable production outside the United States, particularly in Europe, Asia and South America, is increasing at a time when worldwide demand for certain products, such as peaches, is being impacted by the global economic slowdown.  These factors may have a significant effect on supply and competition and create downward pressure on prices.  In addition, market prices can be affected by the planting and inventory levels and individual pricing decisions of our competitors.  Generally, market prices in the fruit and vegetable packaging industry adjust more quickly to variations in product availability than an individual packager can adjust its cost structure; thus, in an oversupply situation, a packager's margins likely will weaken.  We typically have experienced lower margins during times of industry oversupply.

In the past, the fruit and vegetable packaging industry has been characterized by excess capacity, with resulting pressure on our prices and profit margins.  We have closed packaging plants in past years in response to the downward pressure on prices.  There can be no assurance that our margins will improve in response to favorable market conditions or that we will be able to operate profitably during depressed market conditions.

Growing cycles and adverse weather conditions may decrease our results from operations.

Our operations are affected by the growing cycles of the fruits and vegetables we package.  When the fruits and vegetables are ready to be picked, we must harvest and package them quickly or forego the opportunity to package fresh picked fruits and vegetables for an entire year.  Most of our fruits and vegetables are grown by farmers under contract with us.  Consequently, we must pay the contract grower for the fruits and vegetables even if we cannot or do not harvest or package them.  Most of our production occurs during the second quarter (July through September) of our fiscal year, which corresponds with the quarter that the growing season ends for most of the produce packaged by us.  A majority of our sales occur during the third and fourth quarters of each fiscal year due to seasonal consumption patterns for our products.  Accordingly, inventory levels are highest during the second and third quarters, and accounts receivable levels are highest during the third and fourth quarters.  Net sales generated during our third and fourth fiscal quarters have a significant impact on our results of operations.  Because of these seasonal fluctuations, the results of any particular quarter, particularly in the first half of our fiscal year, will not necessarily be indicative of results for the full year or for future years.

4

We set our planting schedules without knowing the effect of the weather on the crops or on the entire industry's production. Weather conditions during the course of each fruit and vegetable crop's growing season will affect the volume and growing time of that crop.  As most of our vegetables are produced in more than one part of the U.S., this somewhat reduces the risk that our entire crop will be subject to disastrous weather.  The upper Midwest is the primary growing region for the principal vegetables which we pack, namely peas, green beans and corn, and it is also a substantial source of our competitors' vegetable production.  California is the primary growing region for the fruits we pack, namely peaches, pears, apricots and grapes.  The adverse effects of weather-related reduced production may be partially mitigated by higher selling prices for the fruits and vegetables which are produced.

The commodity materials that we package or otherwise require are subject to price increases that could adversely affect our profitability.

The materials that we use, such as fruits and vegetables, steel (used to make cans), ingredients, pouches and other packaging materials as well as the electricity and natural gas used in our business, are commodities that may experience price volatility caused by external factors, including market fluctuations, availability, currency fluctuations and changes in governmental regulations and agricultural programs.  General inventory positions of major commodities, such as field corn, soybeans and wheat, all commodities with which we must compete for acreage, can have dramatic effects on prices for those commodities, which can translate into similar swings in prices needed to be paid for our contracted commodities.  These programs and other events can result in reduced supplies of these commodities, higher supply costs or interruptions in our production schedules.  If prices of these commodities increase beyond what we can pass along to our customers, our operating income will decrease.

Risks Associated With Our Operations

We depend upon key customers.

Our products are sold in a highly competitive marketplace, which includes increased concentration and a growing presence of large-format retailers and discounters.  Dependence upon key customers could lead to increased pricing pressure by these customers.

Green Giant products packed by us in fiscal years 2016 and 2015 constituted approximately 11% and 13%, respectively, of our total sales.  Our sales of Green Giant product and financial performance under the Contract Packing Agreement depend to a significant extent on our success in producing quality Green Giant vegetables at competitive costs and B&G Foods success in marketing the products produced by us.  The ability of B&G Foods to successfully market these products will depend upon B&G Foods's sales efforts as well as the factors described above under "Excess capacity in the fruit and vegetable industry has a downward impact on selling price."  We cannot give assurance as to the volume of B&G Foods's sales and cannot control many of the key factors affecting that volume.

Additionally, purchases by the United Sates Department of Agriculture ("USDA") in fiscal year 2016 represented approximately 5% of our total sales.  The purchase of our products by the USDA is done through the government's competitive bid process.  We bid on stated product requirements and needs as presented by the USDA and, if we are the successful bidder, we fulfill the contract and deliver the product.  The government contracting process is complex and subject to numerous regulations and requirements.  Failure by us to comply with the regulations and requirements for government contracts could jeopardize our ability to contract with the government and could result in reduced sales or prohibition on submitting bids to the USDA.  The government procurement process could also change and result in our inability to meet the new requirements.  Additionally, the government's need for our products could decrease, which would result in reduced sales to the USDA.

If we lose a significant customer or if sales to a significant customer materially decrease, our business, financial condition and results of operations may be materially and adversely affected.

If we do not maintain the market shares of our products, our business and revenues may be adversely affected.

All of our products compete with those of other national and regional food packaging companies under highly competitive conditions.  The vegetable products which we sell under our own brand names not only compete with vegetable products produced by vegetable packaging competitors, but also compete with products we produce and sell to other companies who market those products under their own brand names, such as the Green Giant vegetables we sell to B&G Foods under the Contract Packing Agreement and the fruits and vegetables we sell to various retail grocery chains which carry our customer's own brand names.  During 2016, the Company entered into a relationship transfer agreement where B&G Foods took over the Green Giant vegetable business.

The customers who buy our products to sell under their own brand names control the marketing programs for those products.  In recent years, many major retail food chains have been increasing their promotions, offerings and shelf space allocations for their own fruit and vegetable brands, to the detriment of fruit and vegetable brands owned by the packagers, including our own brands.  We cannot predict the pricing or promotional activities of our customers/competitors or whether they will have a negative effect on us.  There are competitive pressures and other factors, which could cause our products to lose market share or result in significant price erosion that could materially and adversely affect our business, financial condition and results of operations.

Increases in logistics and other transportation-related costs could materially adversely impact our results of operations.

Our ability to competitively serve our customers depends on the availability of reliable and low-cost transportation.  We use multiple forms of transportation to bring our products to market.  They include trucks, intermodal, rail cars, and ships.  Disruption to the timely supply of these services or increases in the cost of these services for any reason, including availability or cost of fuel, regulations affecting the industry, or labor shortages in the transportation industry, could have an adverse effect on our ability to serve our customers, and could materially and adversely affect our business, financial condition and results of operations.

5

If we are subject to product liability claims, we may incur significant and unexpected costs and our business reputation could be adversely affected.

Food packagers are subject to significant liability should the consumption of their products cause injury or illness.  We work with regulators, the industry and suppliers to stay abreast of developments.  A product liability judgment against us could also result in substantial and unexpected expenditures, affect consumer confidence in our products, and divert management's attention from other responsibilities.  Product liability claims may also lead to increased scrutiny by federal and state regulatory agencies and could have a material adverse effect on our financial condition and results of operation.   Although we maintain comprehensive general liability insurance coverage, there can be no assurance that this level of coverage is adequate or that we will be able to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost, if at all.  A product recall or a partially or completely uninsured judgment against us could materially and adversely affect our business, financial condition and results of operations.

We generate agricultural food packaging wastes and are subject to substantial environmental regulation.

As a food packager, we regularly dispose of produce wastes (silage) and processing water as well as materials used in plant operation and maintenance, and our plant boilers, which generate heat used in packaging, produce generally small emissions into the air.  These activities and operations are regulated by federal and state laws and the respective federal and state environmental agencies.  Occasionally, we may be required to remediate conditions found by the regulators to be in violation of environmental law or to contribute to the cost of remediating waste disposal sites, which we neither owned nor operated, but in which, we and other companies deposited waste materials, usually through independent waste disposal companies.  Future possible costs of environmental remediation, contributions and penalties could materially and adversely affect our business, financial condition and results of operations.

Our production capacity for certain products and commodities is concentrated in a limited number of facilities, exposing us to a material disruption in production in the event that a disaster strikes.

We only have four plants that produce fruit products and one plant that produces pumpkin products.  We have three plants that manufacture empty cans, one with substantially more capacity than the other two, which are not interchangeable since each plant cannot necessarily produce all the can sizes needed.  Although we maintain property and business interruption insurance coverage, there can be no assurance that this level of coverage is adequate in the event of a catastrophe or significant disruption at these or other Company facilities.  If such an event occurs, it could materially and adversely affect our business, financial condition and results of operations.

We may undertake acquisitions or product innovations and may have difficulties integrating them or may not realize the anticipated benefits.

In the future, we may undertake acquisitions of other businesses or introduce new products, although there can be no assurances that these will occur.  Such undertakings involve numerous risks and significant investments.  There can be no assurance that we will be able to identify and acquire acquisition candidates on favorable terms, to profitably manage or to successfully integrate future businesses it may acquire or new products it may introduce without substantial costs, delays or problems.  Any of these outcomes could materially and adversely affect our business, financial condition and results of operations.

We are dependent upon a seasonal workforce and our inability to hire sufficient employees may adversely affect our business.

At the end of our 2016 fiscal year, we had approximately 3,500 employees of which 3,000 full time and 400 seasonal employees worked in food packaging and 100 employees worked in other activities.  During the peak summer harvest period, we hire up to approximately 7,000 seasonal employees to help package fruits and vegetables.  If there is an increase to minimum wage rates, this could have a negative impact cost of operations.  Many of our packaging operations are located in rural communities that may not have sufficient labor pools, requiring us to hire employees from other regions.  An inability to hire and train sufficient employees during the critical harvest period could materially and adversely affect our business, financial condition and results of operations.

There may be increased governmental legislative and regulatory activity in reaction to consumer perception related to BPA.

There has been increased state legislative activity to ban Bisphenol-A ("BPA") from food contact packaging. These legislative decisions are predominantly driven by consumer perception that BPA may be harmful. These actions have been taken despite the scientific evidence and general consensus of United States and international government agencies that BPA is safe and does not pose a risk to human health. The legislative actions combined with growing public perception about food safety may require us to change some of the materials used as linings in our packaging materials. Failure to do so could result in a loss of sales as well as loss in value of the inventory utilizing BPA containing materials. The Company, in collaboration with other can makers as well as enamel suppliers, has decided to aggressively work to find alternative materials for can linings not manufactured using BPA. However, commercially acceptable alternatives are not immediately available for some applications and there can be no assurance that these steps will be successful. About 14% of our canned product volume (excluding B&G Foods and purchased canned products) still includes BPA.

The implementation of the Food Safety Modernization Act of 2011 may affect operations

The Food Safety Modernization Act ("FSMA") was enacted with the goal of enabling the Food and Drug Administration ("FDA") to better protect public health by strengthening the food safety system. FSMA was designed to focus the efforts of FDA on preventing food safety problems rather than relying primarily on reacting to problems after they occur. The law also provides FDA with new enforcement authorities designed to achieve higher rates of compliance with prevention and risk-based food safety standards and to better respond to and contain problems when they do occur.  The increased inspections, mandatory recall authority of the FDA, increased scrutiny of foreign sourced or supplied food products, and increased records access may have an impact on our business. As we are already in a highly regulated business, operating under the increased scrutiny of more FDA authority does not appear likely to negatively impact our business.  The law also gives FDA important new tools to hold imported foods to the same standards as domestic foods.

6

The Company's results are dependent on successful marketplace initiatives and acceptance by consumers of the Company's products.

The Company's product introductions and product improvements, along with its other marketplace initiatives, are designed to capitalize on new customer or consumer trends.  The FDA recently issued a statement on sodium which referred to an Institute of Medicine statement that too much sodium is a major contributor to high blood pressure. Some of our products contain a moderate amount of sodium per recommended serving, which is based on consumer's preferences for taste.  In order to remain successful, the Company must anticipate and react to these new trends and develop new products or packages to address them. While the Company devotes significant resources to meeting this goal, we may not be successful in developing new products or packages, or our new products or packages may not be accepted by customers or consumers.

Regulations related to "conflict minerals" may cause us to incur additional expenses and could limit the supply and increase the cost of certain metals used primarily in manufacturing our canned products.

On August 22, 2012, the SEC adopted a new rule requiring disclosures of specified minerals, known as conflict minerals, that are necessary to the functionality or production of products manufactured or contracted to be manufactured by companies filing public reports. The rule, which requires a disclosure report to be filed by May 31 each year, requires companies to perform country of origin inquiries, due diligence as required, disclosure, and reporting whether such minerals originate from the Democratic Republic of Congo or an adjoining country.  The conflict mineral rule could affect sourcing at competitive prices and availability in sufficient quantities of certain minerals, including, tin, which is used primarily in the manufacture of our cans. The number of suppliers, who provide conflict-free minerals in steel production, or other components, may be limited. In addition, there may be significant costs associated with complying with the disclosure requirements, such as costs related to determining the source of certain minerals used in the manufacture of our cans, as well as costs of possible changes to products, packages, or sources of supply as a consequence of such verification activities. Since our supply chain is complex, we may not be able to sufficiently verify the origins of the relevant minerals used in our products through the procedures that we implement, which may hurt our business. In addition, we may encounter significant challenges to satisfy those customers who require that all of the components of our products be certified as conflict-free, which could place us, as well as our competitors, at a disadvantage if we are unable to do so.

Financing Risks

Global economic conditions may materially and adversely affect our business, financial condition and results of operations.

Unfavorable economic conditions, including the impact of recessions in the United States and throughout the world, may negatively affect our business and financial results.  These economic conditions could negatively impact (i) consumer demand for our products, (ii) the mix of our products' sales, (iii) our ability to collect accounts receivable on a timely basis, (iv) the ability of suppliers to provide the materials required in our operations and (v) our ability to obtain financing or to otherwise access the capital markets.  The strength of the U.S. dollar versus other world currencies could result in increased competition from imported products and decreased sales to our international customers.  A prolonged recession could result in decreased revenue, margins and earnings.  Additionally, the economic situation could have an impact on our lenders or customers, causing them to fail to meet their obligations to us.  The occurrence of any of these risks could materially and adversely affect our business, financial condition and results of operations.

Our ability to manage our working capital and our Revolver is critical to our success.

As of March 31, 2016, we had approximately $321.2 million of total indebtedness, including various debt agreements and a $271.6 million outstanding balance on our $400.0 million to $475.0 million revolving credit facility ("Revolver").  Scheduled debt service for fiscal 2017 is $279.8 million since the Revolver matures on July 20, 2016.  The Company is evaluating its alternatives related to these payments.  During our second and third fiscal quarters, our operations generally require more cash than is available from operations.  In these circumstances, it is necessary to borrow under our Revolver.  Our ability to obtain financing in the future through credit facilities will be affected by several factors, including our creditworthiness, our ability to operate in a profitable manner and general market and credit conditions.  Significant changes in our business or cash outflows from operations could create a need for additional working capital.  An inability to obtain additional working capital on terms reasonably acceptable to us or access the Revolver would materially and adversely affect our operations. Additionally, if we need to use a portion of our cash flows to pay principal and interest on our debt, it will reduce the amount of money we have for operations, working capital, capital expenditures, expansions, acquisitions or general corporate or other business activities. 

Failure to comply with the requirements of our debt agreements and Revolver could have a material adverse effect on our business.

Our debt agreements and Revolver contain financial and other restrictive covenants which, among other things, limit our ability to borrow money, including with respect to the refinancing of existing indebtedness. These provisions may limit our ability to conduct our business, take advantage of business opportunities and respond to changing business, market and economic conditions. In addition, they may place us at a competitive disadvantage relative to other companies that may be subject to fewer, if any, restrictions. Failure to comply with the requirements of our Revolver and debt agreements could materially and adversely affect our business, financial condition and results of operations. We have pledged our accounts receivable, inventory and the capital stock or other ownership interests that we own in our subsidiaries to secure the credit facility. If a default occurred and was not cured, secured lenders could foreclose on this collateral.

Risks Relating to Our Stock

Our existing shareholders, if acting together, may be able to exert control over matters requiring shareholder approval.

Holders of our Class B common stock are entitled to one vote per share, while holders of our Class A common stock are entitled to one-twentieth of a vote per share. In addition, holders of our 10% Cumulative Convertible Voting Preferred Stock, Series A, our 10% Cumulative Convertible Voting Preferred Stock, Series B and, solely with respect to the election of directors, our 6% Cumulative Voting Preferred Stock, which we refer to  as our voting preferred stock, are entitled to one vote per share. As of March 31, 2016, holders of Class B common stock and voting preferred stock held 88.0% of the combined voting power of all shares of capital stock then outstanding and entitled to vote. These shareholders, if acting together, would be in a position to control the election of our directors and to effect or prevent certain corporate transactions that require majority or supermajority approval of the combined classes, including mergers and other business combinations. This may result in us taking corporate actions that you may not consider to be in your best interest and may affect the price of our common stock.

7

As of March 31, 2016, our current executive officers and directors beneficially owned 12.6% of our outstanding shares of Class A common stock, 51.3% of our outstanding shares of Class B common stock and 57.6% of our voting preferred stock, or 48.6% of the combined voting power of our outstanding shares of capital stock. This concentration of voting power may inhibit changes in control of the Company and may adversely affect the market price of our common stock.

Our certificate of incorporation and bylaws contain provisions that discourage corporate takeovers.

Certain provisions of our certificate of incorporation and bylaws and provisions of the New York Business Corporation Law may have the effect of delaying or preventing a change in control. Various provisions of our certificate of incorporation and bylaws may inhibit changes in control not approved by our directors and may have the effect of depriving shareholders of any opportunity to receive a premium over the prevailing market price of our common stock in the event of an attempted unsolicited takeover. In addition, the existence of these provisions may adversely affect the market price of our common stock. These provisions include:

·a classified board of directors;

·a requirement that special meetings of shareholders be called only by our directors or holders of 25% of the voting power of all shares outstanding and entitled to vote at the meeting;

·our board of directors has the power to classify and reclassify any of our unissued shares of capital stock into shares of capital stock with such preferences, rights, powers and restrictions as the board of directors may determine;

·the affirmative vote of two thirds of the shares present and entitled to vote is required to amend our bylaws or remove a director; and

·under the New York Business Corporation Law, in addition to certain restrictions which may apply to "business combinations" involving us and an "interested shareholder", a plan for our merger or consolidation must be approved by two-thirds of the votes of all outstanding shares entitled to vote thereon. See "Our existing shareholders, if acting together, may be able to exert control over matters requiring shareholder approval."

We do not pay dividends on our common stock and do not expect to pay common dividends in the future.

We have not declared or paid any cash dividends on our common stock in more than 25 years and we have no intention to do so in the near future. In addition, payment of cash dividends on our common stock is not permitted by the terms of our revolving credit facility.

Other Risks

Tax legislation could impact future cash flows.

The Company uses the Last-In, First-Out (LIFO) method of inventory accounting.  As of March 31, 2016, we had a LIFO reserve of $139.3 million which, at the U.S. corporate tax rate, represents approximately $48.8 million of income taxes, payment of which is delayed to future dates based upon changes in inventory costs.  From time-to-time, discussions regarding changes in U.S. tax laws have included the potential of LIFO being repealed.  Should LIFO be repealed, the $48.8 million of postponed taxes, plus any future benefit realized prior to the date of repeal, would likely have to be repaid over some period of time.  Repayment of these postponed taxes will reduce the amount of cash that we would have available to fund our operations, working capital, capital expenditures, expansions, acquisitions or general corporate or other business activities. This could materially and adversely affect our business, financial condition and results of operations.

The tax status of our insurance subsidiary could be challenged resulting in an acceleration of income tax payments.

In conjunction with our workers' compensation program, we operate a wholly owned insurance subsidiary, Dundee Insurance Company, Inc. We recognize this subsidiary as an insurance company for federal income tax purposes with respect to our consolidated federal income tax return. In the event the Internal Revenue Service ("IRS") were to determine that this subsidiary does not qualify as an insurance company, we could be required to make accelerated income tax payments to the IRS that we otherwise would have deferred until future periods.

Item 1B

Unresolved Staff Comments

The Company does not have any unresolved comments from the SEC staff regarding its periodic or current reports under the Exchange Act.

8

Item 2

Properties

The following table details the Company's manufacturing plants and warehouses:

Manufacturing Plants and Warehouses
	Square
	Footage	Acres
	('000)
Food Group
Modesto, California	2,213	114
Santa Clara, California	64	-
Buhl, Idaho	616	141
Payette, Idaho	382	43
Princeville, Illinois	265	308
Hart, Michigan	176	76
Blue Earth, Minnesota	286	346
Glencoe, Minnesota	646	788
LeSueur, Minnesota	23	2
Montgomery, Minnesota	559	1,010
Rochester, Minnesota	1,078	840
Geneva, New York	769	602
Leicester, New York	198	91
Marion, New York	348	181
Dayton, Oregon	82	36
Lebanon, Pennsylvania	138	16
Dayton, Washington	215	28
Sunnyside, Washington	570	50
Yakima, Washington	122	8
Baraboo, Wisconsin	584	11
Cambria, Wisconsin	440	406
Clyman, Wisconsin	435	724
Cumberland, Wisconsin	389	305
Gillett, Wisconsin	320	105
Janesville, Wisconsin	1,201	302
Mayville, Wisconsin	297	367
Oakfield, Wisconsin	227	2,277
Ripon, Wisconsin	589	75
Non-Food Group
Penn Yan, New York	27	4
Total	13,259	9,256

These facilities primarily package various fruit and vegetable products.  Most of the facilities are owned by the Company.  The Company is a lessee under a number of operating leases and a capital lease for equipment and real property used for packaging and warehousing.

The Company believes that these facilities are suitable and adequate for the purposes for which they are currently intended.  All locations, although highly utilized, have the ability to expand as sales requirements justify.  Because of the seasonal production cycles, the exact extent of utilization is difficult to measure.  In certain circumstances, the theoretical full efficiency levels are being reached; however, expansion of the number of production days or hours could increase the output by up to 20% for a season.

Certain of the Company's facilities are mortgaged to financial institutions to secure long-term debt.  See Notes 3, 4 and 5 of Item 8, Financial Statements and Supplementary Data, for additional information about the Company's long-term debt and lease commitments.

9

Item 3

Legal Proceedings

See Note 13, "Legal Proceedings and Other Contingencies" to the Consolidated Financial Statements included in Item 8, Financial Statements and Supplemental Data.

See also  Item 1, Business -- Environmental Regulation, for information regarding environmental legal proceedings.

Item 4

Mine Safety Disclosures

Not Applicable.

10

PART II

Item 5

Market for Registrant's Common Stock, Related Security Holder Matters and Issuer Purchases of Equity Securities

Each class of preferred stock receives preference as to dividend payment and declaration over any common stock. In addition, refer to the information in the 2016 Annual Report, "Shareholder Information and Quarterly Results", which is incorporated by reference.

Securities Authorized for Issuance Under Equity Compensation Plans

On August 10, 2007, the 2007 Equity Incentive Plan (the "2007 Equity Plan") was approved by shareholders at the Company's annual meeting.  The 2007 Equity Plan has a 10-year term and authorized the issuance of up to 100,000 shares of either Class A Common Stock and Class B Common Stock or a combination of the two classes of stock.  No shares were awarded in fiscal year 2016 under the terms of the 2007 Equity Plan.  As of March 31, 2016, there were 68,593 shares available for distribution as part of future awards under the 2007 Equity Plan.  No additional shares have been awarded under the 2007 Equity Plan through the date of this Form 10-K. 

There are no equity compensation plans not approved by the Company's shareholders.

Common Stock Performance Graph

Refer to the information in the 2016 Annual Report, "Shareholder Information and Quarterly Results", which is incorporated by reference.

Issuer Purchases of Equity Securities

											Maximum Number (or
											Approximate Dollar
	Total Number of Shares				Average Price Paid per				Total Number of Shares		Value) of Shares that
	Purchased (1)				Share				Purchased as Part of		May Yet Be Purchased
	Class A		Class B		Class A		Class B		Publicly Announced		Under the Plans or
Period	Common		Common		Common		Common		Plans or Programs (2)		Programs (2)
1/01/16 - 1/31/16		26,998		-	$	27.06	$	-		-
2/01/16 - 2/28/16		6,889		148	$	27.02	$	32.00		-
3/01/16 - 3/31/16		18,300		73,251	$	33.53	$	35.99		73,251
Total		52,187		73,399	$	29.32	$	35.98		73,251		1,194,103
(1) 73,251 shares of Class B Common Stock were purchased under the Company's share repurchase program. All other
purchases were made in open market transactions by the Trustees of the Seneca Foods Corporation Employees' Savings Plan,
matching Trustees of Dundee Insurance Company, Inc and the Seneca Foods, L.L.C. 401(k) Retirement Savings Plan to provide
employee contributions under the Plans.
(2) In 2012 the Company's Board of Directors authorized the repurchase of the Company's stock. The number of shares authorized
for repurchase has been increased from time to time, most recently on March 10, 2015 when the repurchase program was
increased to 2,500,000 shares. As of March 31, 2016, the Company has purchased 1,305,897 shares and there remains 1,194,103
shares available to purchase under the program.

Item 6

Selected Financial Data

Refer to the information in the 2016 Annual Report, "Five Year Selected Financial Data", which is incorporated by reference.

Item 7

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

Refer to the information in the 2016 Annual Report, "Management's Discussion and Analysis of Financial Condition and Results of Operations", which is incorporated by reference.

Item 7A

Quantitative and Qualitative Disclosures about Market Risk

Refer to the information in the 2016 Annual Report, "Quantitative and Qualitative Disclosures about Market Risk", which is incorporated by reference.

11

Item 8

Financial Statements and Supplementary Data

Refer to the information in the 2016 Annual Report, "Consolidated Financial Statements and Notes thereto including Report of Independent Registered Public Accounting Firm," which is incorporated by reference.

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of March 31, 2016. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2016, the Company's disclosure controls and procedures: (1) were designed to ensure that material information relating to the Company is made known to our Chief Executive Officer and Chief Financial Officer by others within those entities, particularly during the period in which this report was being prepared, so as to allow timely decisions regarding required disclosure and (2) were effective, in that they provide reasonable assurance that information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over the Company's financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company's internal control over financial reporting as of March 31, 2016. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessment, management believes that, as of March 31, 2016, our internal control over financial reporting is effective based on those criteria.  In conducting the Company's evaluation of the effectiveness of its internal control over financial reporting, the Company excluded the acquisitions of Gray & Company (Gray) and Diana Fruit Co., Inc. (Diana) which were completed October 30, 2015 and February 16, 2016, respectively.  Gray constituted 4.0% of total assets and Diana constituted 1.9% of total assets, respectively, as of March 31, 2016, and Gray constituted 1.8% and (2.8)% of revenues and net earnings (loss), respectively, and Diana constituted 0.2% and (0.3)% of revenues and net earnings (loss), respectively, for the year then ended March 31, 2016.  Refer to Note 2, Acquisitions to the consolidated financial statements for further discussion of the Gray and Diana acquisitions and their impact on the Company's consolidated financial statements.

The Company's independent registered public accountant has issued its report on the effectiveness of the Company's internal control over financial reporting.  The report appears on the next page.

12

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Seneca Foods Corporation

Marion, New York

We have audited Seneca Foods Corporation's internal control over financial reporting as of March 31, 2016, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Item 9A, Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As indicated in the accompanying Item 9A, Management's Report on Internal Control over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Gray & Company, which was acquired on October 30, 2015, and Diana Fruit Co., Inc., which was acquired on February 16, 2016 and which are included in the consolidated balance sheets of Seneca Foods Corporation as of March 31, 2016, and the related consolidated statements of net earnings, comprehensive income, stockholders' equity, and cash flows for the year then ended.  Gray & Company constituted 4.0% of total assets and Diana Fruit Co., Inc. constituted 1.9% of total assets, respectively, as of March 31, 2016, and Gray & Company constituted 1.8% and (2.8)% of revenues and net earnings (loss), respectively, and Diana Fruit Co., Inc. constituted 0.2% and (0.3)% of revenues and net earnings (loss), respectively, for the year then ended March 31, 2016. Management did not assess the effectiveness of internal control over financial reporting of Gray & Company or Diana Fruit Co., Inc. because of the timing of the acquisitions which was completed on October 30, 2015 and February 16, 2016, respectively. Our audit of internal control over financial reporting of Seneca Foods Corporation also did not include an evaluation of the internal control over financial reporting of Gray & Company and Diana Fruit Co.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2016, based on the COSO criteria.

We have also audited, in accordance with the standards of the Public Company Accounting Standards Board (United States), the consolidated balance sheets of Seneca Foods Corporation as of March 31, 2016 and 2015, and the related consolidated statements of net earnings, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended March 31, 2016 and our report dated June 8, 2016 expressed an unqualified opinion thereon.

/s/ BDO USA, LLP

Milwaukee, Wisconsin

June 8, 2016

13

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 9B

Other Information

None.

14

PART III

Item 10

Directors, Executive Officers and Corporate Governance

The information regarding directors is incorporated herein by reference from the section entitled "Information Concerning Directors" in the Company's definitive Proxy Statement ("Proxy Statement") to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, for the Company's Annual Meeting of Stockholders to be held on July 29, 2016.  The Proxy Statement will be filed within 120 days after the end of the Company's fiscal year ended March 31, 2016.

The information regarding executive officers is incorporated herein by reference from the section entitled "Executive Officers" in the Proxy Statement.

The information regarding compliance with Section 16(a) of the Exchange Act is incorporated herein by reference from the section entitled "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement.

Information regarding the Company's code of business conduct and ethics found in the subsection captioned "Available Information" in Item 1 of Part I hereof is also incorporated herein by reference into this Item 10.

The information regarding the Company's audit committee, its members and the audit committee financial experts is incorporated herein by reference from the subsection entitled "Audit Committee" in the section entitled "Board Governance" in the Proxy Statement.

Item 11

Executive Compensation

The information included under the following captions in the Proxy Statement is incorporated herein by reference: "Compensation Discussion and Analysis," "Summary Compensation Table," "Grants of Plan-Based Awards in Fiscal Year 2016," "Outstanding Equity Awards at 2016 Fiscal Year-End," "Stock Vested in Fiscal Year 2016," "Pension Benefits," "Compensation of Directors" and "Compensation Committee Interlocks."  The information included under the heading "Compensation Committee Report" in the Proxy Statement is incorporated herein by reference; however, this information shall not be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information regarding security ownership of certain beneficial owners and management is incorporated herein by reference from the sections entitled "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management and Directors" in the Proxy Statement.

Item 13

Certain Relationships and Related Transactions, and Director Independence

The information regarding transactions with related parties and director independence is incorporated herein by reference from the sections entitled "Independent Directors" and "Certain Transactions and Relationships" in the Proxy Statement.

Item 14

Principal Accountant Fees and Services

The information regarding principal accountant fees and services is incorporated herein by reference from the section entitled "Principal Accountant Fees and Services" in the Proxy Statement.

15

PART IV

Item 15

Exhibits and Financial Statement Schedule

A. Exhibits, Financial Statements, and Supplemental Schedule

1. Financial Statements ‑ the following consolidated financial statements of the Registrant, included in the 2016 Annual Report, are incorporated by reference in Item 8:

Consolidated Statements of Net Earnings – Years ended March 31, 2016, 2015 and 2014

Consolidated Statements of Comprehensive Income (Loss) – Years ended March 31, 2016, 2015 and 2014

Consolidated Balance Sheets ‑ March 31, 2016 and 2015

Consolidated Statements of Cash Flows – Years ended March 31, 2016, 2015 and 2014

Consolidated Statements of Stockholders' Equity – Years ended March 31, 2016, 2015 and 2014

Notes to Consolidated Financial Statements – Years ended March 31, 2016, 2015 and 2014

Reports of Independent Registered Public Accounting Firm

Pages

2. Supplemental Schedule:

Report of Independent Registered Public Accounting Firm on Schedule                                         18

Schedule II—Valuation and Qualifying Accounts                                                                                19

Other schedules have not been filed because the conditions requiring the filing do not exist or the required information is included in the consolidated financial statements, including the notes thereto.

3. Exhibits:

Exhibit Number Description

3.1 The Company's Restated Certificate of Incorporation, (incorporated by reference to the Company's Current Report on Form 8-K dated August 11, 2010).

3.2 The Company's Bylaws (incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q/A filed August 18, 1995 for the quarter ended July 1, 1995)

3.3 Amendment to the Company's Bylaws (incorporated by reference to Exhibit 3 to the Company's Current Report on Form 8-K dated November 6, 2007)

10.1 Second Amended and Restated Loan and Security Agreement dated as of July 20, 2011 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, Bank of America, N.A., as agent and issuing bank, RBS Citizens, N.A., as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated with RBS Citizens, N.A., as joint lead arrangers (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated July 26, 2011).

10.2 First Amendment to the Second Amended and Restated Loan and Security Agreement dated as of August 1, 2011 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, Bank of America, N.A., as agent and issuing bank, RBS Citizens, N.A., as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated with RBS Citizens, N.A., as joint lead arrangers (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K filed with the SEC for the fiscal year ended March 31, 2013).

10.3 Second Amendment to the Second Amended and Restated Loan and Security Agreement dated as of December 20, 2012 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, Bank of America, N.A., as agent and issuing bank, RBS Citizens, N.A., as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated with RBS Citizens, N.A., as joint lead arrangers (incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K filed with the SEC for the fiscal year ended March 31, 2013).

10.4 Third Amendment to the Second Amended and Restated Loan and Security Agreement dated as of March 5, 2013 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, Bank of America, N.A., as agent and issuing bank, RBS Citizens, N.A., as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated with RBS Citizens, N.A., as joint lead arrangers (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K filed with the SEC for the fiscal year ended March 31, 2013).

16

10.5 Fourth Amendment to the Second Amended and Restated Loan and Security Agreement dated as of December 16, 2013 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, Bank of America, N.A., as agent and issuing bank, RBS Citizens, N.A., as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated with RBS Citizens, N.A., as joint lead arrangers (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed with the SEC for the fiscal year ended March 31, 2014).

10.6 Fifth Amendment to the Second Amended and Restated Loan and Security Agreement dated as of April 1, 2014 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, Bank of America, N.A., as agent and issuing bank, RBS Citizens, N.A., as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated with RBS Citizens, N.A., as joint lead arrangers (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K filed with the SEC for the fiscal year ended March 31, 2014).

10.7 Sixth Amendment to the Second Amended and Restated Loan and Security Agreement dated as of June 17, 2014 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, Bank of America, N.A., as agent and issuing bank, RBS Citizens, N.A., as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated with RBS Citizens, N.A., as joint lead arrangers (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended June 28, 2014).

10.8 Seventh Amendment to the Second Amended and Restated Loan and Security Agreement dated as of November 6, 2014 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, Bank of America, N.A., as agent and issuing bank, RBS Citizens, N.A., as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated with RBS Citizens, N.A., as joint lead arrangers (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K filed with the SEC for the year ended March 31, 2015).

10.9 Eighth Amendment to the Second Amended and Restated Loan and Security Agreement dated as of November 2, 2015 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, Bank of America, N.A., as agent and issuing bank, RBS Citizens, N.A., as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated with RBS Citizens, N.A., as joint lead arrangers (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended December 26, 2015).

10.10 Ninth Amendment to the Second Amended and Restated Loan and Security Agreement dated as of December 23, 2015 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, Bank of America, N.A., as agent and issuing bank, RBS Citizens, N.A., as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated with RBS Citizens, N.A., as joint lead arrangers (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended December 26, 2015).

10.11 Tenth Amendment to the Second Amended and Restated Loan and Security Agreement dated as of February 16, 2016 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, Bank of America, N.A., as agent and issuing bank, RBS Citizens, N.A., as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated with RBS Citizens, N.A., as joint lead arrangers (filed herewith).

10.12 Indemnification Agreement between the Company and the directors of the Company (incorporated by reference to Exhibit 10 to the Company's Annual report on Form 10-K for the fiscal year ended March 31, 2002)

10.13*Seneca Foods Corporation Executive Profit Sharing Bonus Plan (incorporated by reference to Exhibit 99.1to the Company's Registration Statement on Form S-8 (No. 333-166846))

10.14*Seneca Foods Corporation Manager Profit Sharing Bonus Plan (incorporated by reference to Exhibit 99.2 to the Company's Registration Statement on Form S-8 (No. 333-166846))

13 The material contained in the 2016 Annual Report to Shareholders under the following headings: "Five Year Selected Financial Data", "Management's Discussion and Analysis of Financial Condition and Results of Operations", Consolidated Financial Statements and Notes thereto including Independent Auditors' Report, "Quantitative and Qualitative Disclosures about Market Risk", and "Shareholder Information and Quarterly Results" (filed herewith)

21 List of Subsidiaries (filed herewith)

23 Consent of BDO USA, LLP (filed herewith)

24 Powers of Attorney (filed herewith)

31.1 Certification of Kraig H. Kayser pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2 Certification of Timothy J. Benjamin as Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

17

32 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

101 The following materials from Seneca Foods Corporation's Annual Report on Form 10-K for the year ended March 31, 2016, formatted in XBRL (eXtensible Business Reporting Language):  (i) consolidated balance sheets, (ii) consolidated statements of net earnings, (iii) consolidated statements of comprehensive income, (iv) consolidated statements of cash flows, (v) consolidated statement of stockholders' equity and (vi) the notes to the consolidated financial statements

*  Indicates management or compensatory agreement

18

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Seneca Foods Corporation

Marion, New York

The audits referred to in our report dated June 8, 2016 relating to the consolidated financial statements of Seneca Foods Corporation, which is incorporated in Item 8 of Form 10-K by reference to the Annual Report to Shareholders for the year ended March 31, 2016, also included the audit of the financial statement schedule listed in the accompanying index.  This financial statement schedule is the responsibility of the Company's management.  Our responsibility is to express an opinion on this financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ BDO USA, LLP

Milwaukee, Wisconsin

June 8, 2016

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Schedule II
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
	Balance at			Charged/				Charged to			Deductions					Balance
	beginning			(credited)				other			from					at end
	of period			to income				accounts			reserve					of period
Year-ended March 31, 2016:
Allowance for doubtful accounts		$	145		$	(47	)		$	¾		$	13		(a)		$	111
Income tax valuation allowance		$	1,787		$	74			$	¾		$	¾				$	1,861
Year-ended March 31, 2015:
Allowance for doubtful accounts		$	160		$	45			$	¾		$	(60	)	(a)		$	145
Income tax valuation allowance		$	390		$	1,397			$	¾		$	¾				$	1,787
Year-ended March 31, 2014:
Allowance for doubtful accounts		$	201		$	23			$			$	(64	)	(a)		$	160
Income tax valuation allowance		$	758		$	(368	)		$	¾		$	¾				$	390
(a) Accounts written off, net of recoveries.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SENECA FOODS CORPORATION   /s/Timothy J. Benjamin Timothy J. Benjamin Senior Vice President, Chief Financial Officer and Treasurer   June 8, 2016

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
*_______________________________________  Arthur S. Wolcott	Chairman and Director	June 8, 2016
/s/Kraig H. Kayser__________________________ Kraig H. Kayser	President, Chief Executive Officer, Director	June 8, 2016
/s/Timothy J. Benjamin_______________________  Timothy J. Benjamin	Senior Vice President, Chief Financial Officer and Treasurer	June 8, 2016
/s/Jeffrey L. Van Riper_______________________  Jeffrey L. Van Riper	Vice President, Controller,  and Secretary (Principal Accounting Officer)	June 8, 2016
*	Director	June 8, 2016
Arthur H. Baer
*	Director	June 8, 2016
Peter R. Call
*_______________________________________ John P. Gaylord	Director	June 8, 2016
		June 8, 2016
*________________________________________ Susan A. Henry	Director
	Director	June 8, 2016
Samuel T. Hubbard, Jr.
*	Director	June 8, 2016
Thomas Paulson
*	Director	June 8, 2016
Susan W. Stuart /s/Kraig H. Kayser__________________________ *By Kraig H. Kayser, Attorney-in-fact

21

EX-10

Exhibit 10.11

TENTH AMENDMENT AGREEMENT

TENTH AMENDMENT AGREEMENT (this "Agreement") dated as of February 16, 2016 by and among (1) Seneca Foods Corporation, a New York corporation (the "Parent"), Seneca Snack Company, a Washington corporation ("Seneca Snack"), Seneca Foods, LLC, a Delaware limited liability company ("Seneca LLC"), Green Valley Foods, LLC, a Delaware limited liability company ("Green Valley" and together with the Parent, Seneca Snack and Seneca LLC, collectively, the "Borrowers"), (2) Marion Foods, Inc., a New York corporation, Lebanon Valley Cold Storage, LLC, Lebanon Valley Cold Storage, LP, Portland Food Products Company, Gray & Company and Gray Glace Products Company (collectively, the "Guarantors" and together with the Borrowers, collectively, the "Obligors"), (3) the financial institutions party to the Loan and Security Agreement (as defined below) as lenders (collectively, the "Lenders" and individually, a "Lender"), and (4) Bank of America, N.A. ("Bank of America") as agent (the "Agent") for the Lenders and as Issuing Bank with respect to a certain Second Amended and Restated Loan and Security Agreement dated as of July 20, 2011, by and among the Borrowers, the Guarantors, the Lenders, the Agent, the Issuing Bank and RBS Citizens, N.A. as Syndication Agent, as amended by that certain First Amendment Agreement dated as of August 1, 2011, by that certain Second Amendment Agreement dated as of December 20, 2012, by that Third Amendment Agreement dated as of March 5, 2013, by that certain Fourth Amendment Agreement dated as of December 16, 2013, by that certain Fifth Amendment Agreement dated as of April 1, 2014, by that certain Sixth Amendment Agreement dated as of June 17, 2014, by that certain Seventh Amendment Agreement dated as of November 6, 2014, by that certain Eighth Amendment Agreement dated as of November 2, 2015 and by that certain Ninth Amendment Agreement dated as of December 23, 2015 (as further amended, the "Loan and Security Agreement").

W I T N E S S E T H:

WHEREAS, the Obligors have requested that the Required Lenders agree to amend certain provisions of the Loan and Security; and

WHEREAS, the Required Lenders have agreed to such amendments, on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

§1.Definitions.  Capitalized terms used herein without definition that are defined in the Loan and Security Agreement shall have the same meanings herein as therein.

§2.Ratification of Existing Agreements.  All of the Obligors' obligations and liabilities to the Agent, the Issuing Bank and the Lenders as evidenced by or otherwise arising under the Loan and Security Agreement, the Notes and the other Loan Documents, are, by each Obligor's execution of this Agreement, ratified and confirmed in all respects.  In addition, by each Obligor's execution of this Agreement, each of the Obligors represents and warrants that no Obligor has any counterclaim, right of set-off or defense of any kind with respect to such obligations and liabilities.

§3.Representations and Warranties.  Each of the Obligors hereby represents and warrants to the Agent, the Issuing Bank and Lenders that all of the representations and warranties made by the Obligors in the Loan and Security Agreement, the Notes and the other Loan Documents are true in all material respects on the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties relate expressly to an earlier date.

1

§4.Conditions Precedent.  The effectiveness of the amendments contemplated hereby shall be subject to the satisfaction on or before the date hereof of each of the following conditions precedent:

(a) Representations and Warranties.  All of the representations and warranties made by the Obligors herein, whether directly or incorporated by reference, shall be true and correct on the date hereof except as provided in §3 hereof.

(b) Performance; No Event of Default.  The Obligors shall have performed and complied in all respects with all terms and conditions herein required to be performed or complied with by them prior to or at the time hereof, and there shall exist no Default or Event of Default.

(c) Fees and Expenses.  The Borrowers shall have paid the fees and expenses payable to the Agent and its counsel in connection with this Agreement.

(d) Delivery.  The Obligors, the Agent and the Required Lenders shall have executed and delivered this Agreement.

(e) Other Documents.  The Obligors shall have executed and delivered such further instruments and taken such further action as the Agent and the Required Lenders may have reasonably requested, in each case further to effect the purposes of this Agreement, the Loan and Security Agreement and the other Loan Documents.

§5.Amendment to the Loan and Security Agreement.  The defined term "Permitted Acquisition" in Section 1.1 of the Loan and Security Agreement is hereby amended and restated in its entirety to read as follows:

"Permitted Acquisition:  the acquisition of any assets (out of the ordinary course of business) or any Person, business or division by any Borrower or Guarantor, provided that each of the following conditions is met with respect to any such acquisition:

(a) such Borrower or Guarantor shall have delivered to Agent a statement certified by the principal financial or accounting officer of the Parent to the effect that (i) no Default or Event of Default exists, which statement shall be accompanied by computations, in reasonable detail, evidencing that the Fixed Charge Coverage Ratio (calculated on a pro forma basis determined in a manner acceptable to Agent) after giving effect to such acquisition is not less than 1.0 to 1.0 and (ii) Availability is not less than 15% of the Borrowing Base, both before and after giving effect to such acquisition;

(b) the consideration for such acquisition shall not include the assumption of Indebtedness by such Borrower or Guarantor, other than Indebtedness which is permitted pursuant to Section 10.2.1;

(c) if such acquisition is an acquisition of a Person, such acquisition shall have been approved by the board of directors (or other managing board) and shareholders or members, if applicable, of the Person so acquired or of the holders of the Equity Interest of the Person so acquired;

(d) not less than ten (10) Business Days prior to the closing of such acquisition, such Borrower or Guarantor shall notify Agent of the terms thereof and shall provide to Agent such information and documents as may be deemed by Agent to be necessary in order for Agent to determine if the acquisition is a Permitted Acquisition; and

(e) either (i) such acquisition is the acquisition of assets only for use in the same line of business as (or a line of business substantially similar or complementary to) the line of business of the Borrowers and such assets, immediately upon the consummation of such acquisition, become Collateral pursuant to the Security Documents, and the Agent shall, concurrently with the closing of the acquisition have (or, to the extent not included in the provisions of Section 7.1, be granted), for the benefit of Secured Parties, a perfected, first priority security interest in such assets (subject only to Permitted Liens) or (ii) such acquisition involves the purchase of the Equity Interests of a Person and each of the following conditions is met:

2

(A)such acquisition is either (1) the acquisition of one hundred percent (100%) of each of the Equity Interests and voting securities of such Person, (2) the Truitt 50% Acquisition or (3) an acquisition of Equity Interests of a Truitt Company other than the Truitt 50% Acquisition, provided that, once the Truitt 50% Acquisition has been consummated, (x) there shall be not more than two such additional acquisitions of Equity Interests of Truitt Companies and (y) all such additional acquisitions of Equity Interests of Truitt Companies shall be consummated during the consecutive 12 month period commencing on April 1, 2019;

(B)such Person is either (1) in the same line of business (or a substantially similar line of business) as the Borrowers or (2) Dundee; and

(C)contemporaneously with the occurrence of such acquisition (other than (x) the acquisition of Dundee and (y) with respect to clauses (2), (3) and (4) below, an acquisition of Equity Interests of a Truitt Company if, after giving effect to such acquisition, such Truitt Company would be deemed not to be a Subsidiary hereunder), such Borrower or Guarantor shall (1) pledge the Equity Interests of such Person to Agent, for the benefit of Secured Parties, pursuant to the Pledge Agreement (or a separate pledge agreement in form and substance reasonably satisfactory to the Agent) and shall execute such amendment to the Pledge Agreement (or shall execute a separate pledge agreement, or an amendment to a separate pledge agreement, in each case in form and substance reasonably satisfactory to the Agent) as requested by Agent to effectuate such pledge, (2) cause such acquired Person to guaranty all of the Obligations hereunder by executing and delivering a Joinder Agreement in accordance with Section 10.1.9, (3) cause such acquired Person to take all steps as may be necessary or advisable in the reasonable opinion of Agent to grant to Agent, as applicable, for the benefit of Secured Parties, a first priority, perfected security interest in all of its assets which would be deemed Collateral pursuant to the Security Documents (except that there may exist liens thereon permitted by Section 10.2.2 hereof and there may exist a prior lien on those assets which secure Indebtedness of such acquired Person following such Permitted Acquisition, to the extent permitted under Section 10.2.1 hereof) as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance reasonably satisfactory to Agent, as applicable, each of which documents shall be Security Documents hereunder, and (4) cause such Person to deliver to the Lenders and Agent (x) evidence of proper or similar corporate authorization and (y) legal opinions with respect to each of the matters and documents set forth in this clause (C), in each case, in form and substance reasonably satisfactory to Agent and the Required Lenders."

§6.Miscellaneous Provisions.

(a) Except as otherwise expressly provided by this Agreement, all of the respective terms, conditions and provisions of the Loan and Security Agreement, the Notes and the other Loan Documents shall remain the same.  The Loan and Security Agreement, as amended hereby, shall continue in full force and effect, and this Agreement and the Loan and Security Agreement shall be read and construed as one instrument.

(b) THIS AGREEMENT, UNLESS OTHERWISE SPECIFIED, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).

3

(c) This Agreement may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument.  In making proof of this Agreement it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought.  A facsimile or other electronic transmission of an executed counterpart shall have the same effect as the original executed counterpart.

[Remainder of Page Intentionally Left Blank - Signature Pages Follow]

4

IN WITNESS WHEREOF, the undersigned have duly executed this Tenth Amendment Agreement as of the date first set forth above.

SENECA FOODS CORPORATION

By:/s/Timothy BenjaminName:Timothy Benjamin Title: CFO

SENECA SNACK COMPANY

By:/s/Timothy BenjaminName: Timothy Benjamin Title: CFO

SENECA FOODS, LLC

By:/s/Timothy BenjaminName: Timothy Benjamin Title: CFO

MARION FOODS, INC.

By:/s/Timothy BenjaminName: Timothy Benjamin Title: CFO

LEBANON VALLEY COLD STORAGE, LLC

By: /s/Timothy BenjaminName: Timothy Benjamin Title: CFO

LEBANON VALLEY COLD STORAGE, LP

By:Lebanon Valley Cold Storage, LLC,

Its General Partner

By:/s/Timothy BenjaminName: Timothy Benjamin Title: CFO

GREEN VALLEY FOODS, LLC

5

By:/s/Timothy BenjaminName: Timothy Benjamin Title: CFO

PORTLAND FOOD PRODUCTS COMPANY

By:/s/Timothy BenjaminName: Timothy Benjamin Title: Treasurer

GRAY & COMPANY

By:/s/Timothy BenjaminName: Timothy Benjamin Title: Treasurer

GRAY GLACE PRODUCTS COMPANY

By:/s/Timothy BenjaminName: Timothy Benjamin Title: Treasurer

BANK OF AMERICA, N.A.,

as Agent, Lender and Issuing Bank

By:/s/Edgar EzerinsName: Edgar Ezerins Title:  SVP

CITIZENS BUSINESS CAPITAL, a division of CITIZENS ASSET FINANCE, INC., (f/k/a RBS CITIZENS BUSINESS CAPITAL, a division of RBS ASSET FINANCE, INC., a subsidiary of RBS CITIZENS, N.A.), as a Lender

By:/s/ Peter YelleName: Peter Yelle Title: Vice President

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as a Lender

6

By:/s/Aurelie VancauwenbergheName: Aurelie Vancauwenberghe Title: Vice President

By:/s/Chris GrimesName: Chris Grimes Title: Executive Director

MANUFACTURERS AND TRADERS TRUST COMPANY, as a Lender

By:/s/Brian BennettName: Brian Bennett Title: Assistant Vice President

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By:/s/John R. LePageName: John R. LePage Title: Vice President

WELLS FARGO BANK, N.A., as a Lender

By:/s/Krista MizeName: Krista Mize Title: Authorized Signatory

BMO HARRIS BANK N.A., as a Lender

By:/s/Quinn HeidenName: Quinn Heiden Title: Director

7

SCHEDULE 1.1

to

Second Amended and Restated Loan and Security Agreement

COMMITMENTS OF LENDERS

Lender	Commitment for the period from April 1 through and including July 31 of each year		Commitment for the period from August 1 through and including March 31 of each year		Percentage of Aggregate Commitments of all Lenders
Bank of America, N.A.	$	106,073,684	$	125,962,500		26.51842	%
Citizens Business Capital, a division of Citizens Asset Finance, Inc. (f/k/a RBS Citizens Business Capital, a division of RBS Asset Finance, Inc., a subsidiary of RBS Citizens, N.A.)	$	50,526,316	$	60,000,000		12.63158	%
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch	$	62,000,000	$	73,625,000		15.50000	%
Manufacturers and Traders Trust Company	$	48,800,000	$	57,950,000		12.20000	%
U.S. Bank National Association	$	50,800,000	$	60,325,000		12.70000	%
Wells Fargo Bank, N.A.	$	35,000,000	$	41,562,500		8.75000	%
BMO Harris Bank N.A.	$	28,800,000	$	34,200,000		7.20000	%
GE Asset Based Master Note LLC	$	18,000,000	$	21,375,000		4.50000	%
Total	$	400,000,000	$	475,000,000		100	%

8

EX-13

Five Year Selected Financial Data

Summary of Operations and Financial Condition
(In thousands of dollars, except per share data and ratios)
Years ended March 31,	2016 (a)			2015			2014			2013(b)			2012
Net sales	$	1,275,360		$	1,286,350		$	1,340,208		$	1,276,297		$	1,257,805
Operating income before interest (c)	$	88,549		$	20,354		$	24,906		$	72,315		$	26,930
Interest expense, net		8,044			6,862			7,564			8,867			9,409
Net earnings (c)		54,458			9,899			13,779			41,413			11,256
Basic earnings per common share (c)	$	5.46		$	0.91		$	1.24		$	3.59		$	0.93
Diluted earnings per common share (c)		5.42			0.90			1.23			3.57			0.92
Working capital	$	274,429		$	463,545		$	452,771		$	446,899		$	425,082
Inventories		567,707			472,412			451,250			479,730			432,433
Net property, plant, and equipment		188,837			185,557			183,917			188,407			192,825
Total assets		895,327			806,448			768,853			798,456			738,036
Long-term debt
less current portion		35,967			271,634			216,239			230,016			226,873
Stockholders' equity		405,174			351,730			393,632			367,166			354,673
Additions to property, plant, and equipment	$	9,966		$	23,734		$	19,448		$	16,371		$	27,425
Net earnings/average equity		14.4	%		2.7	%		3.6	%		11.5	%		3.2	%
Earnings before taxes/sales		6.3	%		1.1	%		1.3	%		5.0	%		1.4	%
Net earnings/sales		4.3	%		0.8	%		1.0	%		3.2	%		0.9	%
Long-term debt/equity (d)		10.1	%		77.2	%		54.9	%		62.6	%		64.0	%
Total debt/equity ratio	1.2:1			1.3:1			1.0:1			1.2:1			1.1:1
Current ratio	1.7:1			4.8:1			4.5:1			3.8:1			4.6:1
Total stockholders' equity per equivalent common share (e)	$	40.63		$	34.81		$	35.25		$	32.83		$	29.15
Stockholders' equity per common share		41.15			35.33			36.12			33.62			29.81
Class A Global Market System
closing price range		35.78-25.85			32.65-25.06			36.07-27.80			33.63-21.42			29.73-18.34
Class B Global Market System
closing price range		44.88-32.00			41.00-27.91			36.29-27.42			33.40-21.41			29.70-19.20
Common cash dividends declared per share		-			-			-			-			-
Price earnings ratio		6.70			34.00			25.60			9.20			28.70
(a) The fiscal 2016 financial results include five months and one month of operating activity related to the Gray and Diana acquisitions, respectively.
(b) The fiscal 2013 financial results include two and one-half months of operating activity related to the Sunnyside acquisition.
(c) The effect of using the LIFO inventory valuation method in fiscal 2016 was to increase operating earnings by $24.8 million and net
earnings by $16.1 million or $1.62 per share ($1.60 diluted). The effect of using the LIFO inventory valuation method in fiscal 2015
was to reduce operating earnings by $10.7 million and net earnings by $6.9 million or $0.64 per share ($0.63 diluted). The
effect of using the LIFO inventory valuation method in fiscal 2014 was to reduce operating earnings by $20.4 million and net earnings
by $13.2 million or $1.19 per share ($1.19 diluted). The effect of using the LIFO inventory valuation method in fiscal 2013
was to increase operating earnings by $4.2 million and net earnings by $2.7 million or $0.24 per share ($0.24 diluted).
The effect of using the LIFO inventory valuation method in Fiscal 2012 was to reduce operating earnings by $47.4 million and
net earnings by $30.8 million or $2.53 per share ($2.52 diluted).
(d) The long-term debt to equity percentage for fiscal 2015-2012 include the Revolving Credit Facility as discussed
in Note 4, Long-Term Debt. During fiscal 2016, the Revolving Credit Facility was included in current liabilities. If calculated on a
comparable basis to other fiscal years, the fiscal 2016 percentage would be 77.2%.
(e) Equivalent common shares are either common shares or, for convertible preferred shares, the number of common shares that the
preferred shares are convertible into. See Note 7 of the Notes to Consolidated Financial Statements for conversion details.

1

Management's Discussion and Analysis of

Financial Condition and Results of Operations

OVERVIEW

Our Business

Seneca Foods is one of North America's leading providers of packaged fruits and vegetables, with facilities located throughout the United States. Its high quality products are primarily sourced from over 2,000 American farms.

Seneca holds a large share of the retail private label, food service, and export canned vegetable markets, distributing to over 90 countries.   Products are also sold under the highly regarded brands of Libby's®, Aunt Nellie's®, READ®, Cherryman® and Seneca labels, including Seneca snack chips.  In addition, Seneca provides vegetable products under a contract packing agreement with B&G Foods North America, under the Green Giant label.

During 2016, the Company acquired 100% of the stock of two businesses which pack and sell maraschino cherries, fruit cocktail cherries and glace or candied fruit products: Gray & Company ("Gray") and Diana Fruit Co., Inc. ("Diana").  In 2016, fruit represented 20% of the Company's sales including the acquisitions.

The Company's business strategies are designed to grow the Company's market share and enhance the Company's sales and margins and include: 1) expand the Company's leadership in the packaged fruit and vegetable industry; 2) provide low cost, high quality fruit and vegetable products to consumers through the elimination of costs from the Company's supply chain and investment in state-of-the-art production and logistical technology; 3) focus on growth opportunities to capitalize on higher expected returns; and 4) pursue strategic acquisitions that leverage the Company's core competencies.

All references to years are fiscal years ended March 31 unless otherwise indicated.

Restructuring

During 2016, the Company recorded a restructuring charge of $10.4 million related to the closing of a plant in the Northwest of which $0.2 million was related to severance cost, $5.1 million was related to asset impairments (contra fixed assets), and $5.1 million was related to other costs ($3.6 related to operating lease costs).  During 2016, the Company reduced the costs of the plant closing in the Midwest, started in 2015, by $0.1 million, mostly related to severance costs.

During 2015, the Company recorded a restructuring charge of $1.4 million related to the closing of a plant in the Midwest and the realignment of two other plants, one in the Midwest and the other in the Northwest, of which $0.8 million was related to severance cost, $0.3 million was related to equipment costs (contra fixed assets), and $0.3 million was related to equipment relocation costs.

During 2013, the Company implemented a product rationalization program and recorded a restructuring charge of $3.5 million for related equipment costs (contra fixed assets), lease impairment costs (net of realizable value), and certain inventory costs. During 2014, the Company adjusted the costs of the product rationalization program, started in 2013, by $0.5 million, mostly related to equipment costs.

These charges are included under Plant Restructuring in the Consolidated Statements of Net Earnings.

Divestitures, Other Charges and Credits

Other operating income in 2016 included a gain of $24.3 million related to a contractual payment received in conjunction with a relationship transfer agreement with General Mills.  The Company reversed a provision for the Prop 65 litigation of $0.2 million and reduced an environmental accrual by $0.1 million.  The Company also recorded a gain of $0.4 million from the sale of other fixed assets.

Other operating income in 2015 included a gain of $5.0 million related to a contractual payment received in connection with the closing of a Midwest plant and a charge of $0.3 million related to environmental costs related to a Company-owned plant in New York State.  The Company also recorded a gain of $0.1 million from the sale of other fixed assets.

Other operating income in 2014 included a gain of $2.9 million from a break-up fee earned as a result of the Company being named the stalking horse bidder in an attempt to acquire substantially all the operating assets of Allens, Inc. in a bankruptcy court supervised auction, a gain of $0.7 million from the sale of two aircraft and a gain of $0.1 million as a result of adjustments related to the purchase of Sunnyside. The Company also recorded a loss of $0.5 million on the disposal of a warehouse located in Sunnyside, Washington and a net gain of $0.2 million from the sale of other fixed assets.

2

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Liquidity and Capital Resources

The Company's primary cash requirements are to make payments on the Company's debt, finance seasonal working capital needs and to make capital expenditures. Internally generated funds and amounts available under the revolving credit facility are the Company's primary sources of liquidity, although the Company believes it has the ability to raise additional capital by issuing additional stock, if it desires.

 Revolving Credit Facility

The Company completed the closing of a five-year revolving credit facility ("Revolver") on July 20, 2011. During 2016, the Company exercised $75.0 million for the in-season facility and $100.0 million for the off-season facility of the remaining $150.0 million accordion feature of its existing revolving credit facility pursuant to the Second Amended and Restated Loan and Security Agreement dated July 20, 2011.  Maximum borrowings under the Revolver total $400.0 million from April through July and $475.0 million from August through March.  The Revolver balance as of March 31, 2016 was $271.6 million and is included in Current Portion of Long-Term Debt in the accompanying Consolidated Balance Sheet due to the Revolver's July 20, 2016 maturity. In order to maintain availability of funds under the facility, the Company pays a commitment fee on the unused portion of the Revolver.  The Revolver is secured by the Company's accounts receivable and inventories and contains a financial covenant and borrowing base requirements.  The Company utilizes its Revolver for general corporate purposes, including seasonal working capital needs, to pay debt principal and interest obligations, and to fund capital expenditures and acquisitions. Seasonal working capital needs are affected by the growing cycles of the vegetables and fruits the Company packages. The majority of vegetable and fruit inventories are produced during the months of June through November and are then sold over the following year. Payment terms for vegetable and fruit produce are generally three months but can vary from a few days to seven months. Accordingly, the Company's need to draw on the Revolver may fluctuate significantly throughout the year.

The Company is in the process of negotiating a replacement line of credit that is expected to be in place prior to the maturity of the existing Revolver.  Although subject to change, the agreement being negotiated provides for a five-year term, a $400.0 million facility amount that is seasonally adjusted to $500.0 million, and interest based upon LIBOR-based spread.  Closing of this new credit facility is subject to normal and customary documentation and closing conditions.

The Company believes that cash flows from operations and availability under its new Revolver will provide adequate funds for the Company's working capital needs, planned capital expenditures and debt service obligations for at least the next 12 months.

Seasonality

The Company's revenues typically are higher in the second and third fiscal quarters. This is due, in part, because the Company sells, on a bill and hold basis, Green Giant canned and frozen vegetables to B&G Foods at the end of each pack cycle, which typically occurs during these quarters. B&G Foods buys the product from the Company at cost plus an equivalent case tolling fee. See the Critical Accounting Policies section for further details. The Company's non-Green Giant sales also exhibit seasonality with the third fiscal quarter generating the highest sales due to increased retail sales during the holiday season.

The seasonality of the Company's business is illustrated by the following table:

3

Management's Discussion and Analysis of

Financial Condition and Results of Operations

	First Quarter			Second Quarter			Third Quarter		Fourth Quarter
	(In thousands)
Year ended March 31, 2016:
Net sales	$	226,258		$	313,202		$	432,198	$	303,702
Gross margin		20,899			29,073			53,382		44,041
Net earnings		2,968			6,522			31,123		13,845
Inventories (at quarter end)		482,556			761,703			631,181		567,707
Revolver outstanding (at quarter end)		197,350			304,468			309,211		271,592
Year ended March 31, 2015:
Net sales	$	240,043		$	312,161		$	456,207	$	277,939
Gross margin		17,341			17,133			26,435		23,454
Net earnings (loss)		(107	)		(578	)		7,819		2,765
Inventories (at quarter end)		467,290			731,527			547,149		472,412
Revolver outstanding (at quarter end)		180,050			302,220			255,000		233,000

Short-Term Borrowings

During 2016 and 2015, the Company entered into some interim lease notes which financed down payments for various equipment orders at market rates.  As of March 31, 2016, these interim notes had not been converted into operating leases since the equipment was not yet delivered.  These notes, which total $0.4 million and $9.9 million as of March 31, 2016 and 2015, respectively, are included in notes payable in the accompanying Consolidated Balance Sheets.  These notes are expected to be converted into operating leases within the next twelve months. Until then, they bear interest at an annual rate of 1.94% in 2016 and 1.67% in 2015.

The maximum level of short-term borrowings during 2016 was affected by the two acquisitions totaling $38.3 million and the higher inventory due to the large pack totaling $95.2 million.  During 2015, the maximum level of short-term borrowings was affected by the 50% investment in Truitt Bros. Inc. of $16.2 million, which took place in April 2014, and the purchase of treasury stock totaling $33.5 million. Details of the acquisitions are outlined in Note 2 of the Notes to Consolidated Financial Statements.

General terms of the Revolver include payment of interest at LIBOR plus an agreed upon spread.

The following table documents the quantitative data for Short-Term Borrowings during 2016 and 2015:

	Fourth Quarter						Year Ended
	2016			2015			2016			2015
	(In thousands)
Reported end of period:
Revolver outstanding	$	271,592		$	233,000		$	271,592		$	233,000
Weighted average interest rate		1.95	%		1.92	%		1.95	%		1.92	%
Reported during period:
Maximum Revolver	$	321,000		$	263,627		$	323,980		$	323,646
Average Revolver outstanding	$	304,104		$	252,013		$	260,886		$	234,726
Weighted average interest rate		1.92	%		1.93	%		1.93	%		1.63	%

Long-Term Debt

At March 31, 2016, the Company has two mortgages outstanding for $14.6 million, and four industrial revenue bonds ("IRBs"), totaling $22.6 million. As discussed in Note 4 of the Notes to Consolidated Financial Statements, the Company classified its Revolver balance as current portion of long-term debt at March 31, 2016. On August 1, 2013, the Company paid a final $36.7 million principal payment due on a secured note payable to John Hancock Life Insurance Company. The Company issued a $1.5 million new economic development note during 2014. The Company did not issue any significant long-term debt in 2016 and 2015, other than the Revolver.

As of March 31, 2016, scheduled maturities of long-term debt in each of the five succeeding fiscal years and thereafter are presented below. The March 31, 2016 Revolver balance of $271.6 million is presented as being due in fiscal 2017, based upon the Revolver's July 20, 2016 maturity date (in thousands):

4

Management's Discussion and Analysis of

Financial Condition and Results of Operations

2017	$	279,572
2018		7,904
2019		3,034
2020		2,531
2021		7,019
Thereafter		15,479
Total	$	315,539

Restrictive Covenants

The Company's debt agreements, including the Revolver, contain covenants that restrict the Company's ability to incur additional indebtedness, pay dividends on the Company's capital stock, make other restricted payments, including investments, sell the Company's assets, incur liens, transfer all or substantially all of the Company's assets and enter into consolidations or mergers. The Company's debt agreements also require the Company to meet a minimum fixed charge coverage ratio. The Revolver also contains borrowing base requirements related to accounts receivable and inventories. These financial requirements and ratios generally become more restrictive over time and are subject to allowances for seasonal fluctuations. The most restrictive financial covenant in the debt agreements is the fixed charge coverage ratio within the Master Reimbursement Agreement with Wells Fargo, which relates to the Secured Industrial Revenue Development Bonds. In connection with the Company's decision to adopt the LIFO method of inventory accounting, effective December 30, 2007, the Company executed amendments to its debt agreements, which enable the Company to compute its financial covenants as if the Company were on the FIFO method of inventory accounting. The Company was in compliance with all such financial covenants as of March 31, 2016.

Capital Expenditures

Capital expenditures in 2016 totaled $9.9 million and were equipment replacements and other improvements, and cost saving projects but no major projects in 2016. Capital expenditures in 2015 totaled $26.2 million and there were two major projects in 2015 as follows: 1) $7.5 million to complete a warehouse project in Sunnyside, Washington started in 2014, and 2) $2.1 million to buyout a Clyman, Wisconsin equipment lease. Capital expenditures in 2014 totaled $17.0 million and included $7.6 million towards the completion of a pouch building project in Janesville, Wisconsin, and $3.6 million for the start of a warehouse project in Sunnyside, Washington, equipment replacements and other improvements, and cost saving projects.

Accounts Receivable

In 2016, accounts receivable increased by $6.2 million or 8.8% versus 2015, due to higher sales volume in the fourth quarter of 2016 compared to 2015 and the cherry businesses we added in 2016. In 2015, accounts receivable decreased by $7.1 million or 9.3% versus 2014, due to the impact of decreased sales volume in the fourth quarter of 2015 compared to 2014.

Inventories

In 2016, inventories increased by $95.3 million primarily reflecting the effect of higher finished goods quantities and higher work in process quantities and the $24.8 million LIFO reserve decline. The LIFO reserve balance was $139.3 million at March 31, 2016 versus $164.1 million at the prior year end.

In 2015, inventories increased by $21.1 million primarily reflecting the effect of higher finished goods quantities and higher work in process quantities. The LIFO reserve balance was $164.1 million at March 31, 2015 versus $153.4 million at the prior year end.

The Company believes that the use of the LIFO method better matches current costs with current revenues.

5

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Critical Accounting Policies

In October 2015, the Company, B&G Foods North America ("B&G"), General Mills, Inc. and GMOL entered into a Relationship Transfer Agreement.  Pursuant to the terms of the Relationship Transfer Agreement (i) the Company consented to the assignment by GMOL of the Second Amended and Restated Alliance Agreement ("Alliance Agreement") and certain related agreements to B&G in connection with the sale by GMOL of its Green Giant and Le Sueur businesses to B&G, (ii) effective upon such assignment, each of the Company and General Mills have released the other party from any future obligations under the Alliance Agreement and certain related agreements; (iii) GMOL paid Seneca for this assignment $24.3 million at the closing of the sale of GMOL's Green Giant and Le Sueur business to B&G. The effective date of the assignment was November 2, 2015.  Subsequent to that date, the Company and B&G have entered into a Contract Packing Agreement that replaced the Alliance Agreement.  During the year ended March 31, 2016, the Company sold for cash, on a bill and hold basis, $126.1 million of Green Giant finished goods inventory to GMOL and B&G. As of March 31, 2016, $58.8 million of this product, included in 2016 sales, remained unshipped. At the time of the sale of the Green Giant vegetables, title of the specified inventory transferred. The Company believes it has met the criteria required by the accounting standards for bill and hold treatment.

Trade promotions are an important component of the sales and marketing of the Company's branded products and are critical to the support of the business. Trade promotion costs, which are recorded as a reduction of net sales, include amounts paid to encourage retailers to offer temporary price reductions for the sale of the Company's products to consumers, amounts paid to obtain favorable display positions in retail stores, and amounts paid to retailers for shelf space in retail stores. Accruals for trade promotions are recorded primarily at the time of sale of product to the retailer based on expected levels of performance. Settlement of these liabilities typically occurs in subsequent periods primarily through an authorized process for deductions taken by a retailer from amounts otherwise due to the Company. As a result, the ultimate cost of a trade promotion program is dependent on the relative success of the events and the actions and level of deductions taken by retailers for amounts they consider due to them. Final determination of the permissible deductions may take extended periods of time.

The Company assesses its long-lived assets for impairment whenever there is an indicator of impairment. Property, plant, and equipment are depreciated over their assigned lives. The assigned lives and the projected cash flows used to test impairment are subjective. If actual lives are shorter than anticipated or if future cash flows are less than anticipated, a future impairment charge or a loss on disposal of the assets could be incurred. Impairment losses are evaluated if the estimated undiscounted value of the cash flows is less than the carrying value. If such is the case, a loss is recognized when the carrying value of an asset exceeds its fair value.

Obligations and Commitments

As of March 31, 2016, the Company was obligated to make cash payments in connection with its debt, operating and capital leases, and purchase commitments. The effect of these obligations and commitments on the Company's liquidity and cash flows in future periods are listed below. All of these arrangements require cash payments over varying periods of time. Certain of these arrangements are cancelable on short notice and others require additional payments as part of any early termination.

	Contractual Obligations
	March 31, 2016
							2022
	2017			2018-19		2020-21	and beyond		Total
	(In thousands)
Long-term debt	$	279,572	$	10,938	$	9,550	$	15,479	$	315,539
Interest		3,408		2,401		1,677		2,313		9,799
Operating lease obligations		43,392		72,395		51,163		28,918		195,868
Purchase commitments		183,564		—		—		—		183,564
Capital lease obligations		243		526		583		3,879		5,231
Total	$	510,179	$	86,260	$	62,973	$	50,589	$	710,001

In addition, the Company's defined benefit plan has an unfunded pension liability of $37.8 million which is subject to certain actuarial assumptions.  The unfunded status decreased by $17.2  million during 2016 reflecting the actual fair value of plan assets and the projected benefit obligation as of March 31, 2016.  This unfunded status reduction was recognized via the actual gain on plan assets and the decrease in accumulated other comprehensive loss of $3.5 million after the income tax benefit of $2.4 million.  The increase in projected benefit obligation was a function of using the full yield curve approach, an increase in the discount rate from 4.15% to 4.36% and the change to using an updated mortality table. During 2016, the Company converted to the 2006 base rates from the RP-2014 mortality study with the Blue Collar adjustment, with a generational projection of future mortality improvements from 2006 using Scale MP-2015 for calculating the pension obligation in 2016 and the related pension expense in 2017.  Effective March 31, 2016, the Company elected to change the approach used to calculate the service and interest cost components of the net periodic benefit cost for it pension and postretirement benefit plans to provide a more precise measurement of service and interest costs.  Historically the Company calculated the service and interest cost components utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period.  Going forward the new estimate utilizes a full yield curve approach in the estimation of these components by applying the specific spot rates along the yield curve used in determination of the benefit obligation to their underlying projected cash flows.  The change does not affect the measurement of pension and postretirement obligations and is accounted for as a change in accounting estimate, which is applied prospectively.

6

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Plan assets increased from $157.9 million as of March 31, 2015 to $176.2 million as of March 31, 2016 due to a continued recovery in market conditions and the $23.1 million contribution by the Company.  The Company made this contribution to maintain its funding status at an acceptable level.

During 2016, the Company entered into new operating leases of approximately $57.4 million, based on the if-purchased value, which was primarily for agricultural and packaging equipment.

Purchase commitments represent estimated payments to growers for crops that will be grown during the calendar 2016 season.

Due to uncertainties related to uncertain tax positions, the Company is not able to reasonably estimate the cash settlements required in future periods.

The Company has no off-balance sheet debt or other unrecorded obligations other than operating lease obligations and purchase commitments noted above.

Standby Letters of Credit

The Company has standby letters of credit for certain insurance-related requirements. The majority of the Company's standby letters of credit are automatically renewed annually, unless the issuer gives cancellation notice in advance. On March 31, 2016, the Company had $13.2 million in outstanding standby letters of credit. These standby letters of credit are supported by the Company's Revolver and reduce borrowings available under the Revolver.

Cash Flows

In 2016, the Company's cash and cash equivalents decreased by $2.0 million, which is due to the net impact of $39.2 million provided by operating activities, $47.6 million used in investing activities, and $6.4 million provided by financing activities.

Operating Activities

Cash provided by operating activities increased to $39.2 million in 2016 from $19.4 million in 2015. The increase is primarily attributable to an increase in net earnings and a decrease in other current assets (mostly lease deposits), partially offset by an increase in inventories in 2016 versus 2015. The 2016 LIFO credit of $24.8 million resulted in a decrease in the tax payment deferral of $8.9 million.  During 2016, the Company made a $23.1 million contribution to its pension plan compared to a $0.4 million contribution in the previous year.  The 2016 net earnings reflect the effect of a $24.3 million payment received from General Mills related to a relationship transfer agreement.

Cash provided by operating activities decreased to $19.4 million in 2015 from $55.6 million in 2014. The decrease is primarily attributable to increased inventories, exclusive of LIFO, and a decrease in net earnings in 2015 versus 2014, partially offset by a decrease in accounts receivable and a decrease in other current assets (mostly lease deposits). The 2015 LIFO charge of $10.7 million resulted in an increase in the tax payment deferral of $3.7 million.

The cash requirements of the business fluctuate significantly throughout the year to coincide with the seasonal growing cycles of vegetables and fruits. The majority of the inventories are produced during the packing months, from June through November, and are then sold over the following year. Cash flow from operating activities is one of the Company's main sources of liquidity.

7

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Investing Activities

Cash used in investing activities was $47.6 million for 2016, principally reflecting capital expenditures and two acquisitions totaling $38.8 million. Capital expenditures aggregated $9.9 million in 2016 versus $26.2 million in 2015. The decrease was primarily attributable to the fact there were no large projects in 2016.

Cash used in investing activities was $42.1 million for 2015, principally reflecting capital expenditures and a purchase of an equity method investment of $16.2 million. Capital expenditures aggregated $26.2 million in 2015 versus $17.0 million in 2014. The increase was primarily attributable to more large projects in 2015. There were two major projects in 2015 as follows: 1) $7.5 million to complete a warehouse project in Sunnyside, Washington started in 2014, and 2) $2.1 million to buyout a Clyman, Wisconsin equipment lease.

Financing Activities

Cash provided by financing activities was $6.5 million in 2016 representing a net increase in the Revolver of $22.6 million partially offset by a partial payoff of interim funding of $9.5 million and the purchase of $6.3 million of treasury stock during 2016 versus $33.5 million purchased in 2015.

Cash provided by financing activities was $19.5 million in 2015 representing a net increase in the Revolver of $55.6 million partially offset by a partial payoff of interim funding of $2.4 million and the purchase of $33.5 million of treasury stock during 2015 versus $0.7 million purchased in 2014.

RESULTS OF OPERATIONS

Classes of similar products/services:	2016		2015		2014
	(In thousands)
Net Sales:
Green Giant *	$	144,310	$	161,993	$	177,881
Canned vegetables		746,501		754,556		753,318
Frozen		94,710		94,648		107,109
Fruit		253,658		234,918		264,549
Snack		12,336		11,667		11,496
Other		23,845		28,568		25,855
Total	$	1,275,360	$	1,286,350	$	1,340,208
* Green Giant includes canned and frozen vegetables exclusively for GMOL or B&G Foods.

Fiscal 2016 versus Fiscal 2015

Net sales for 2016 decreased $11.0 million, from $1,286.4 million to $1,275.4 million. The decrease primarily reflects a $0.7 million increase in Snack sales, a $19.0 million increase in fruit sales in part due to the October 2015 Gray acquisition and the February 2016 Diana acquisition, a $17.7 million decrease in Green Giant sales, a $8.3 million decrease in canned vegetables sales and a $4.7 million decrease in other sales. The decrease in sales is attributable to decreased sales volume of $11.1 million partially offset by higher selling prices/more favorable sales mix of $0.1 million. The slightly increased selling prices/more favorable sales mix is primarily due to canned and frozen vegetables.

Cost of product sold as a percentage of sales decreased from 93.4% in 2015 to 88.4% in 2016 primarily as a result of a $24.6 million LIFO charge decrease in 2016, due to lower commodity and steel costs, and somewhat higher selling prices in 2016 versus 2015.

Selling, general and administrative expense was 5.8% of sales in 2016 and 5.2% of sales in 2015.  This increase is due in part to higher employment costs in 2016 than 2015.

Other operating income in 2016 included a gain of $24.3 million related to a contractual payment received in conjunction with a relationship transfer agreement with General Mills.  The Company reversed a provision for the Prop 65 litigation of $0.2 million and reduced an environmental accrual by $0.1 million.  The Company also recorded a gain of $0.4 million from the sale of other fixed assets.

8

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Plant restructuring costs, which are described in detail in the Restructuring section of Management's Discussion and Analysis of Financial Condition and Results of Operations, increased from $1.4 million in 2015 to $10.3 million in 2016.  The $10.3 million was mostly due to the closing of a plant in the Northwest.

Interest expense, net, increased from $6.9 million in 2015 to $8.0 million in 2016 due to the higher average Revolver borrowings in 2016 versus 2015 due to the two acquisitions in 2016 and the higher inventories in 2016 than 2015.

As a result of the aforementioned factors, pre-tax earnings increased from $14.1 million in 2015 to $80.5 million in 2016. The effective tax rate was 32.3% in 2016 and 29.9% in 2015. Of the 2.4 percentage point increase in the effective tax rate for the year, the major contributor to this increase is with the federal credits for Research and Development, Work Opportunity Tax Credit and fuel.  These credits are largely fixed and with the significant increase in pre-tax earnings for 2016, these credits are a smaller percentage of pre-tax earnings in comparison to 2015.  This accounts for 2.0 percent of the increase.

Fiscal 2015 versus Fiscal 2014

Net sales for 2015 decreased $53.9 million, from $1,340.2 million to $1,286.3 million. The decrease primarily reflects a $15.9 million decrease in GMOL sales, a $29.6 million decrease in fruit sales, a $12.5 million decrease in frozen sales, a $1.2 million increase in canned vegetables sales and a $2.7 million increase in other sales. The decrease in sales is attributable to decreased sales volume of $95.5 million partially offset by higher selling prices/more favorable sales mix of $41.6 million. The increased selling prices/more favorable sales mix is primarily due to canned fruit.

Cost of product sold as a percentage of sales increased from 93.2% in 2014 to 93.5% in 2015 primarily as a result of higher commodity costs and the impact of lower production volume with fixed costs, partially offset by a $9.7 million LIFO charge decrease in 2015 versus 2014.

Selling, general and administrative expense was unchanged at 5.2% of sales in 2015 and 2014.

Other operating income in 2015 included a gain of $5.0 million related to a contractual payment received in connection with the closing of a Midwest plant, a charge of $0.3 million related to environmental costs related to a Company-owned plant in New York State.  The Company also recorded a gain of $0.1 million from the sale of other fixed assets. Other operating income in 2014 included a gain of $2.9 million from a break-up fee earned as a result of the Company being named the stalking horse bidder in an attempt to acquire substantially all the operating assets of Allens, Inc. in a bankruptcy court supervised auction, a gain of $0.7 million from the sale of two aircraft and a gain of $0.1 million as a result of adjustments related to the purchase of Sunnyside.  The Company also recorded a loss of $0.5 million on the disposal of a warehouse located in Sunnyside, Washington and a net gain of $0.2 million from the sale of other fixed assets.

Plant restructuring costs, which are described in detail in the Restructuring section of Management's Discussion and Analysis of Financial Condition and Results of Operations, increased from $0.5 million in 2014 to $1.4 million in 2015.  This $1.4 million charge was mostly due to the closing of a plant in the Midwest in 2015.  Product rationalization costs incurred in 2013 were adjusted in 2014.

Interest expense, net, decreased from $7.6 million in 2014 to $6.9 million in 2015 due to the continuing pay down of higher cost debt in 2015 partially offset by higher average Revolver borrowings in 2015 versus 2014.

As a result of the aforementioned factors, pre-tax earnings decreased from $17.3 million in 2014 to $14.1 million in 2015. The effective tax rate was 29.9% in 2015 and 20.5% in 2014. Of the 9.4 percentage point increase in the effective tax rate for the year, the major contributors to this increase are the following items, 1) the establishment of a valuation allowance related to the New York State investment tax credit, 2) with lower pre-tax earnings, the permanent items have a larger impact on the effective rate, and 3) less federal credits generated in the current year compared to the prior year.  The impact of these increases was partially offset by the manufacturer's deduction being a higher percentage of current year earnings than the prior year.

9

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Recently Issued Accounting Standards

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard will be effective for the Company on April 1, 2018 (beginning of fiscal 2019). Early adoption is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. The Company does not anticipate a material impact on the Company's financial position, results of operations or cash flows as a result of this change.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes which requires that all deferred tax liabilities and assets of the same tax jurisdiction or a tax filing group, as well as any related valuation allowance, be offset and be presented as a single noncurrent amount in a classified balance sheet.  This standard is effective for the Company for fiscal years beginning after December 15, 2017 (beginning of fiscal 2019).  Early adoption is permitted.  The Company adopted this standard during 2016 on a prospective basis.  Prior periods were not retrospectively adjusted.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases.  The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018 (beginning fiscal 2020), including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.  While we are still evaluating the impact of our pending adoption of the new standard on our consolidated financial statements, we expect that upon adoption we will recognize ROU assets and lease liabilities and that the amounts could be material.

10

Management's Discussion and Analysis of

Financial Condition and Results of Operations

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

The Company maintained $8.6 million in cash equivalents as of March 31, 2016. As a result of its regular borrowing activities, the Company's operating results are exposed to fluctuations in interest rates, which it manages primarily through its regular financing activities. The Company uses a revolving credit facility with variable interest rates to finance capital expenditures, acquisitions, seasonal working capital requirements and to pay debt principal and interest obligations. In addition, long-term debt includes secured notes payable. Long-term debt bears interest at fixed and variable rates. With $283.5 million in average variable-rate debt during fiscal 2016, a 1% change in interest rates would have had a $2.8 million effect on interest expense. The following table provides information about the Company's financial instruments that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted average interest rates by expected maturity date. Weighted average interest rates on long-term variable-rate debt are based on rates as of March 31, 2016.

Interest Rate Sensitivity of Long-Term Debt and Short-Term Investments
March 31, 2016
(In thousands)
	P A Y M E N T S B Y Y E A R
																			Total/			Estimated
																			Weighted			Fair
	2017			2018			2019			2020			2021			Thereafter			Average			Value
Fixed-rate L/T debt:
Principal cash flows	$	7,980		$	2,844		$	3,034		$	2,531		$	2,344		$	2,584		$	21,317		$	21,256
Average interest rate		5.98	%		6.62	%		6.67	%		6.71	%		6.61	%		6.87	%		6.58	%
Variable-rate L/T debt:
Principal cash flows	$	271,592		$	5,060		$	-		$	-		$	4,675		$	12,895		$	294,222		$	294,222
Average interest rate		1.95	%		3.02	%		-	%		-	%		3.02	%		3.02	%		2.03	%
Average Revolver debt:
Principal cash flows																			$	260,886		$	260,886
Average interest rate																				1.93	%
Short-term investments:
Average balance																			$	5,656		$	5,656
Average interest rate																				0.21	%

Commodity Risk

The materials that the Company uses, such as vegetables, fruits, steel, ingredients, and packaging materials, as well as the electricity and natural gas used in the Company's business, are commodities that may experience price volatility caused by external factors including market fluctuations, availability, weather, currency fluctuations, and changes in governmental regulations and agricultural programs. These events may result in reduced supplies of these materials, higher supply costs, or interruptions in the Company's production schedules. If prices of these raw materials increase and the Company is not able to effectively pass such price increases along to its customers, operating income will decrease. With $183.6 million in produce costs expected during 2017, a 1% change would have a $1.8 million effect on inventory costs. A 1% change in steel unit costs would equate to a $0.9 million cost impact.

The Company does not currently hedge or otherwise use derivative instruments to manage interest rate or commodity risks.

11

Consolidated Statements of Net Earnings

Seneca Foods Corporation and Subsidiaries
(In thousands, except per share amounts)
Years ended March 31,	2016			2015			2014
Net sales	$	1,275,360		$	1,286,350		$	1,340,208
Costs and expenses:
Cost of products sold		1,127,965			1,201,987			1,247,943
Selling, general, and administrative expense		73,515			67,381			70,129
Other operating income, net		(24,971	)		(4,748	)		(3,271	)
Plant restructuring		10,302			1,376			501
Total costs and expenses		1,186,811			1,265,996			1,315,302
Operating income		88,549			20,354			24,906
Loss (earnings) from equity investment		48			(628	)		-
Interest expense, net of interest income of
$54, $18, and $4, respectively		8,044			6,862			7,564
Earnings before income taxes		80,457			14,120			17,342
Income tax expense		25,999			4,221			3,563
Net earnings	$	54,458		$	9,899		$	13,779
Basic earnings per common share	$	5.46		$	0.91		$	1.24
Diluted earnings per common share	$	5.42		$	0.90		$	1.23
See notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income (Loss)
Seneca Foods Corporation and Subsidiaries
(In thousands)
Years ended March 31,	2016		2015			2014
Comprehensive income (loss):
Net earnings	$	54,458	$	9,899		$	13,779
Change in pension and postretirement benefits
(net of income tax of $2,179, $13,140, and $7,222, respectively)		3,408		(20,552	)		11,296
Total	$	57,866	$	(10,653	)	$	25,075
See notes to consolidated financial statements.

12

Consolidated Balance Sheets
Seneca Foods Corporation and Subsidiaries
(In thousands)
March 31,	2016			2015
Assets
Current Assets:
Cash and cash equivalents	$	8,602		$	10,608
Accounts receivable, less allowance for doubtful accounts
of $111 and $145, respectively		76,788			70,591
Assets held for sale		5,025			-
Inventories:
Finished products		366,911			301,705
In process		17,122			10,167
Raw materials and supplies		183,674			160,540
		567,707			472,412
Deferred income taxes, net		-			6,997
Other current assets		15,765			27,439
Total Current Assets		673,887			588,047
Deferred income tax asset, net		12,897			14,829
Other assets		19,706			18,015
Property, plant, and equipment:
Land		22,430			20,971
Buildings and improvements		204,944			200,739
Equipment		359,927			347,169
		587,301			568,879
Less accumulated depreciation and amortization		398,464			383,322
Net property, plant, and equipment		188,837			185,557
Total Assets	$	895,327		$	806,448
Liabilities and Stockholders' Equity
Current Liabilities:
Notes payable	$	402		$	9,903
Accounts payable		67,410			68,859
Accrued vacation		11,792			11,347
Accrued payroll		9,438			6,344
Other accrued expenses		27,627			23,732
Current portion of long-term debt and capital lease obligations		279,815			2,530
Income taxes payable		2,974			1,787
Total Current Liabilities		399,458			124,502
Long-term debt, less current portion		35,967			271,634
Pension liabilities		37,798			54,960
Other liabilities		11,942			3,622
Capital lease obligations, less current portion		4,988			-
Total Liabilities		490,153			454,718
Commitments and contingencies
Stockholders' Equity:
Preferred stock		1,344			2,119
Common stock		3,023			3,010
Additional paid-in capital		97,373			96,578
Treasury stock, at cost		(65,709	)		(61,277	)
Accumulated other comprehensive loss		(28,396	)		(31,804	)
Retained earnings		397,539			343,104
Total Stockholders' Equity		405,174			351,730
Total Liabilities and Stockholders' Equity	$	895,327		$	806,448

13

Consolidated Statements of Cash Flows
Seneca Foods Corporation and Subsidiaries
(In thousands)
Years ended March 31,	2016			2015			2014
Cash flows from operating activities:
Net earnings	$	54,458		$	9,899		$	13,779
Adjustments to reconcile net earnings to
net cash provided by operations:
Depreciation and amortization		21,737			21,834			23,281
Deferred income tax benefit		(533	)		(612	)		(3,798	)
(Gain) loss on the sale of assets		(432	)		2			(325	)
Impairment provision		10,302			264			341
Loss (earnings) from equity investment		48			(628	)		-
Changes in operating assets and liabilities (net of acquisitions):
Accounts receivable		1,289			6,373			1,276
Inventories		(52,185	)		(21,162	)		28,320
Other current assets		12,544			6,155			(8,295	)
Accounts payable, accrued expenses,
and other liabilities		(10,316	)		(3,567	)		4,236
Income taxes		2,246			874			(3,187	)
Net cash provided by operating activities		39,158			19,432			55,628
Cash flows from investing activities:
Additions to property, plant, and equipment		(9,864	)		(26,213	)		(17,027	)
Purchase of an equity method investment		-			(16,242	)		-
Cash paid for acquisitions (net of cash acquired)		(38,795	)		-			-
Proceeds from the sale of assets		1,026			337			998
Net cash used in investing activities		(47,633	)		(42,118	)		(16,029	)
Cash flows from financing activities:
Proceeds from issuance of long-term debt		355,932			384,510			393,972
Payments of long-term debt		(333,382	)		(328,862	)		(445,642	)
(Payments) borrowings on notes payable		(9,501	)		(2,352	)		12,255
Change in other assets		(305	)		(312	)		248
Purchase of treasury stock		(6,252	)		(33,506	)		(674	)
Preferred stock dividends paid		(23	)		(23	)		(23	)
Net cash provided by (used in) financing activities		6,469			19,455			(39,864	)
Net decrease in cash and cash equivalents		(2,006	)		(3,231	)		(265	)
Cash and cash equivalents, beginning of year		10,608			13,839			14,104
Cash and cash equivalents, end of year	$	8,602		$	10,608		$	13,839
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$	6,820		$	5,116		$	6,586
Income taxes		24,108			6,003			10,695
Noncash transactions:
Property, plant and equipment issued under capital lease		5,313			-			-
See notes to consolidated financial statements.

 

14

Consolidated Statements of Stockholders' Equity
Seneca Foods Corporation and Subsidiaries
(In thousands, except share amounts)
											Accumulated
						Additional					Other
	Preferred			Common		Paid-In		Treasury			Comprehensive			Retained
	Stock			Stock		Capital		Stock			Loss			Earnings
Balance March 31, 2013	$	5,422		$	2,955	$	93,069	$	(31,204	)	$	(22,548	)	$	319,472
Net earnings		-			-		-		-			-			13,779
Cash dividends paid
on preferred stock		-			-		-		-			-			(23	)
Equity incentive program		-			-		100		-			-			-
Stock issued for profit sharing plan		-			-		4		-			-			-
Contribution of 401(k) match		-			-		-		1,984			-			-
Purchase of treasury stock		-			-		-		(674	)		-			-
Preferred stock conversion		(90	)		3		87		-			-			-
Change in pension and postretirement
benefits adjustment (net of tax $7,222)		-			-		-		-			11,296			-
Balance March 31, 2014		5,332			2,958		93,260		(29,894	)		(11,252	)		333,228
Net earnings		-			-		-		-			-			9,899
Cash dividends paid
on preferred stock		-			-		-		-			-			(23	)
Equity incentive program		-			-		100		-			-			-
Stock issued for profit sharing plan		-			1		56		-			-			-
Contribution of 401(k) match		-			-		-		2,123			-			-
Purchase of treasury stock		-			-		-		(33,506	)		-			-
Preferred stock conversion		(3,213	)		51		3,162		-			-			-
Change in pension and postretirement
benefits adjustment (net of tax $13,140)		-			-		-		-			(20,552	)		-
Balance March 31, 2015		2,119			3,010		96,578		(61,277	)		(31,804	)		343,104
Net earnings		-			-		-		-			-			54,458
Cash dividends paid
on preferred stock		-			-		-		-			-			(23	)
Equity incentive program		-			-		33		-			-			-
Contribution of 401(k) match		-			-		-		1,820			-			-
Purchase of treasury stock		-			-		-		(6,252	)		-			-
Preferred stock conversion		(775	)		13		762		-			-			-
Change in pension and postretirement
benefits adjustment (net of tax $2,179)		-			-		-		-			3,408			-
Balance March 31, 2016	$	1,344		$	3,023	$	97,373	$	(65,709	)	$	(28,396	)	$	397,539

	Preferred Stock														Common Stock
			6	%			10	%
	Cumulative Par				Cumulative Par							2003 Series
	Value $.25				Value $.025				Participating			Participating			Class A			Class B
	Callable at Par				Convertible				Convertible Par			Convertible Par			Common Stock			Common Stock
	Voting				Voting				Value $.025			Value $.025			Par Value $.25			Par Value $.25
Shares authorized and designated:
March 31, 2016			200,000				1,400,000				90,826			500			20,000,000			10,000,000
Shares outstanding:
March 31, 2014			200,000				807,240				90,901			257,790			8,735,714			2,013,953
March 31, 2015			200,000				807,240				90,826			50,500			7,926,280			1,967,958
March 31, 2016			200,000				807,240				90,826			500		$	7,918,069		$	1,894,599
Stock amount		$	50			$	202			$	1,084		$	8		$	2,519		$	504

                           

See notes to consolidated financial statements.

15

Notes to Consolidated Financial Statements

                  

Seneca Foods Corporation and Subsidiaries

1. Summary of Significant Accounting Policies

Nature of Operations — Seneca Foods Corporation (the "Parent Company") and subsidiaries (the "Company") conducts its business almost entirely in food packaging, operating 28 plants and 32 warehouses in ten states. The Company markets private label and branded packaged foods to retailers and institutional food distributors.

Principles of Consolidation — The consolidated financial statements include the accounts for the Parent Company and all of its wholly-owned subsidiaries after elimination of intercompany transactions, profits, and balances.

Revenue Recognition — Sales and related cost of product sold are recognized when legal title passes to the purchaser, which is primarily upon shipment of products. When customers, under the terms of specific orders, request that the Company invoice but hold the goods ("Bill and Hold") for future shipment, the Company recognizes revenue when legal title to the finished goods inventory passes to the purchaser. Generally, the Company receives cash from the purchaser when legal title passes. During the years ended March 31, 2016 and 2015, the Company sold for cash, on a bill and hold basis, $126.1 million and $138.6 million, respectively, of Green Giant finished goods inventory. At the time of the sale of the Green Giant vegetables, title of the specified inventory transferred. The Company believes it has met the criteria required by the accounting standards for Bill and Hold treatment. As of March 31, 2016, $58.8 million of 2016 product remained unshipped.

Trade promotions are an important component of the sales and marketing of the Company's branded products, and are critical to the support of the business. Trade promotion costs, which are recorded as a reduction of sales, include amounts paid to retailers for shelf space, to obtain favorable display positions and to offer temporary price reductions for the sale of our products to consumers. Accruals for trade promotions are recorded primarily at the time of sale to the retailer based on expected levels of performance. Settlement of these liabilities typically occurs in subsequent periods primarily through an authorized process for deductions taken by a retailer from amounts otherwise due to the Company. As a result, the ultimate cost of a trade promotion program is dependent on the relative success of the events and the actions and level of deductions taken by retailers. Final determination of the permissible deductions may take extended periods of time.

Concentration of Credit Risk — Financial instruments that potentially subject the Company to credit risk consist of trade receivables and interest-bearing investments. Wholesale and retail food distributors comprise a significant portion of the trade receivables; collateral is generally not required. A relatively limited number of customers account for a large percentage of the Company's total sales. GMOL sales represented 11%, 13% and 13% of net sales in each of 2016, 2015 and 2014, respectively. The top ten customers, including GMOL, represented approximately 48%, 49% and 50% of net sales for 2016, 2015 and 2014, respectively. The Company closely monitors the credit risk associated with its customers. The Company places substantially all of its interest-bearing investments with financial institutions and monitors credit exposure. Cash and short-term investments in certain accounts exceed the federal insured limit; however, the Company has not experienced any losses in such accounts.

Cash Equivalents — The Company considers all highly liquid instruments purchased with an original maturity of three months or less as cash equivalents.

Fair Value of Financial Instruments —The carrying values of cash and cash equivalents (Level 1), accounts receivable, short-term debt (Level 2) and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. See Note 9, Fair Value of Financial Instruments, for a discussion of the fair value of long-term debt.

The three-tier value hierarchy is utilized to prioritize the inputs used in measuring fair value.  The hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobserved inputs (Level 3).  The three levels are defined as follows:

· Level 1- Quoted prices for identical instruments in active markets.

· Level 2- Quoted prices for similar instruments; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable.

· Level 3- Model-derived valuations in which one or more inputs or value-drivers are both significant to the fair value measurement and unobservable.

16

Notes to Consolidated Financial Statements

Deferred Financing Costs — Deferred financing costs incurred in obtaining debt are amortized on a straight-line basis over the term of the debt, which is not materially different than using the effective interest rate method. As of March 31, 2016, there were $0.1 million of unamortized financing cost included in other current assets and $0.1 million of unamortized financing costs included in other assets on the Consolidated Balance Sheets.

Inventories — Substantially all inventories are stated at the lower of cost; determined under the last-in, first-out ("LIFO") method; or market.

Income Taxes — The provision for income taxes includes federal and state income taxes currently payable and those deferred because of temporary differences between the financial statement and tax basis of assets and liabilities and tax credit carryforwards.  The Company uses the flow-through method to account for its investment tax credits.

The Company evaluates the likelihood of realization of its net deferred income tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are the Company's forecast of future taxable income, the projected reversal of temporary differences and available tax planning strategies that could be implemented to realize the net deferred income tax assets.

Current rules on the accounting for uncertainty on income taxes prescribe a minimum recognition threshold for a tax position taken or expected to be taken in a tax return that is required to be met before being recognized in the financial statements. Those rules also provide guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.  The Company recognizes interest and penalties accrued on unrecognized tax benefits as well as interest received from favorable settlements within income tax expense.

Shipping and Handling Costs — The Company includes all shipping and handling costs billed to customers in net sales and the corresponding costs in cost of products sold.   The shipping and handling costs billed to customers in net sales were $38.3  million, $38.8 million and $41.3 million in 2016, 2015, and 2014, respectively.

Advertising Costs — Advertising costs are expensed as incurred.  Advertising costs charged to operations were $2.0 million, $1.7 million and $1.5 million in 2016, 2015 and 2014, respectively.

Accounts Receivable and Doubtful Accounts— Accounts receivable is stated at invoice value, which is net of any off invoice promotions.  A provision for doubtful accounts is recorded based upon an assessment of credit risk within the accounts receivable portfolio, experience of delinquencies (accounts over 15 days past due) and charge-offs (accounts removed from accounts receivable for expectation of non-payment), and current market conditions. Management believes these provisions are adequate based upon the relevant information presently available.

Earnings per Common Share — The Company has three series of convertible preferred stock, which are deemed to be participating securities that are entitled to participate in any dividend on Class A common stock as if the preferred stock had been converted into common stock immediately prior to the record date for such dividend. Basic earnings per share for common stock is calculated using the "two-class" method by dividing the earnings attributable to common stockholders by the weighted average of common shares outstanding during the period. Restricted stock is included in all earnings per share calculations.

Diluted earnings per share is calculated by dividing earnings attributable to common stockholders by the sum of the weighted average common shares outstanding plus the dilutive effect of convertible preferred stock using the "if-converted" method, which treats the contingently-issuable shares of convertible preferred stock as common stock.

17

Notes to Consolidated Financial Statements

Years ended March 31,	2016		2015		2014
	(In thousands, except per share amounts)
Basic
Net earnings	$	54,458	$	9,899	$	13,779
Deduct preferred stock dividends		23		23		23
Undistributed earnings		54,435		9,876		13,756
Earnings attributable to participating
preferred shareholders		544		160		438
Earnings attributable to common
shareholders	$	53,891	$	9,716	$	13,318
Weighted average common shares
outstanding		9,878		10,690		10,747
Basic earnings per common share	$	5.46	$	0.91	$	1.24
Diluted
Earnings attributable to common
shareholders	$	53,891	$	9,716	$	13,318
Add dividends on convertible
preferred stock		20		20		20
Earnings attributable to common
stock on a diluted basis	$	53,911	$	9,736	$	13,338
Weighted average common shares
outstanding-basic		9,878		10,690		10,747
Additional shares to be issued related to
the equity compensation plan		3		5		5
Additional shares to be issued under
full conversion of preferred stock		67		67		67
Total shares for diluted		9,948		10,762		10,819
Diluted earnings per share	$	5.42	$	0.90	$	1.23

Depreciation and Valuation — Property, plant, and equipment are stated at cost. Interest incurred during the construction of major projects is capitalized. For financial reporting, the Company provides for depreciation on the straight-line method at rates based upon the estimated useful lives of the various assets. Depreciation was $21.4 million, $21.5 million, and $22.9 million in 2016, 2015, and 2014, respectively. The estimated useful lives are as follows: buildings and improvements — 30 years; machinery and equipment — 10-15 years; computer software — 3-5 years; vehicles — 3-7 years; and land improvements — 10-20 years. The Company assesses its long-lived assets for impairment whenever there is an indicator of impairment. Impairment losses are evaluated if the estimated undiscounted cash flows from using the assets are less than carrying value. A loss is recognized when the carrying value of an asset exceeds its fair value. There were $5.1 million of impairment losses in 2016 included in Plant Restructuring (see Note 14, Plant Restructuring).  There were no significant impairment losses in 2015 and 2014.

Use of Estimates in the Preparation of Financial Statements — The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the related revenues and expenses during the reporting period. Actual amounts could differ from those estimated.

Recently Issued Accounting Standards — In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard will be effective for the Company on April 1, 2018 (beginning of fiscal 2019). Early adoption is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. The Company does not anticipate a material impact on the Company's financial position, results of operations or cash flows as a result of this change.

18

Notes to Consolidated Financial Statements

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes which requires that all deferred tax liabilities and assets of the same tax jurisdiction or a tax filing

group, as well as any related valuation allowance, be offset and be presented as a single noncurrent amount in a classified balance sheet.  This standard is effective for the Company for fiscal years beginning after December 15, 2017 (beginning of fiscal 2019).  Early adoption is permitted.  The Company adopted this standard during 2016 on a prospective basis.  Prior periods were not retrospectively adjusted.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases.  The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018 (beginning fiscal 2020), including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.  While we are still evaluating the impact of our pending adoption of the new standard on our consolidated financial statements, we expect that upon adoption we will recognize ROU assets and lease liabilities and that the amounts could be material.

Reclassifications — Certain previously reported amounts have been reclassified to conform to the current period classification.

2. Acquisitions

In October 2015, the Company completed the acquisition of 100% of the stock of Gray & Company.  The business, based in Hart, Michigan, is a processor of maraschino cherries and a provider of glace or candied fruit products.  This acquisition includes a plant in Dayton, Oregon. The purchase price was approximately $23.8 million (net of cash acquired) plus the assumption of certain liabilities.  In conjunction with the closing, the Company paid off $12.0 million of liabilities acquired.  The rationale for the acquisition was twofold: (1) the business is a complementary fit with the existing business and (2) it provides an extension of the Company's product offerings.  This acquisition was financed with proceeds from the Company's revolving credit facility.  The purchase price to acquire Gray & Company was allocated based on the internally developed preliminary fair value of the assets acquired and liabilities assumed and the independent valuation of inventory, intangibles, and property, plant, and equipment.  The purchase price of $23.8 million has been allocated as follows (in thousands):

Purchase Price (net of cash received)	$	23.8
Allocated as follows:
Current assets	$	36.6
Other long-term assets		1.4
Property, plant and equipment		13.7
Deferred taxes		(7.7	)
Current liabilities		(16.0	)
Other long-term liabilities		(4.2	)
Total	$	23.8

In February 2016, the Company completed the acquisition of 100% of the stock of Diana Fruit Co., Inc.  The business, based in Santa Clara, California, is a processor of maraschino cherries and cherries for fruit cocktail.  The purchase price was approximately $15.0 million (net of cash acquired) plus the assumption of certain liabilities.  In conjunction with the closing, the Company paid off $1.4 million of liabilities acquired.  The rationale for the acquisition was the business is a complementary fit with the recent acquisition of Gray & Company.  This acquisition was financed with proceeds from the Company's revolving credit facility.  The purchase price to acquire Diana was allocated based on the internally developed preliminary fair value of the assets acquired and liabilities assumed and the preliminary independent valuation of inventory, intangibles, and property, plant, and equipment.  The purchase price of $15.0 million has been allocated as follows (in thousands):

19

Notes to Consolidated Financial Statements

Purchase Price (net of cash received)	$	15.0
Allocated as follows:
Current assets	$	16.8
Other long-term assets		0.5
Property, plant and equipment		0.9
Deferred taxes		0.4
Current liabilities		(3.6	)
Total	$	15.0

The Company's Consolidated Statement of Net Earnings for the year ended March 31, 2016 includes five months of the acquired Gray & Company and one month of Diana Fruit operating results which amounted to Net Sales of $25.5 million and Net Loss of $1.7 million.  If Gray and Diana had been acquired at the beginning of the year ended March 31, 2015, total Net Sales would be $1,324.8 million (unaudited) for 2016 and $1,363.7 million (unaudited) for 2015 and Net Earnings would have been $54.2 million (unaudited) for 2016 and $8.6 million (unaudited) for 2015.

In April 2014, the Company purchased a 50% equity interest in Truitt Bros. Inc. ("Truitt") for $16.2 million.  The purchase agreement grants the Company the right to acquire the remaining 50% ownership of Truitt in the future under certain conditions.  Truitt is known for its industry innovation related to packing shelf stable foods in trays, pouches and bowls.  Truitt has two state-of-the-art plants located in Oregon and Kentucky.  This investment is included in Other Assets in the Consolidated Balance Sheets as of March 31, 2016 and is accounted for using the equity method of accounting.

3.  Short-Term Borrowings

The Company completed the closing of a five-year revolving credit facility ("Revolver") on July 20, 2011. During 2016, the Company exercised $75.0 million for the in-season facility and $100.0 million for the off-season facility of the remaining $150.0 million accordion feature of its existing revolving credit facility pursuant to the Second Amended and Restated Loan and Security Agreement dated July 20, 2011.  Maximum borrowings under the Revolver total $400.0 million from April through July and $475.0 million from August through March.  The Revolver balance as of March 31, 2016 was $271.6 million and is included in Current Portion of Long-Term Debt in the accompanying Consolidated Balance Sheet due to the Revolver's July 20, 2016 maturity, with a weighted average interest rate of 1.95% (LIBOR plus a spread). The Revolver is secured by accounts receivable and inventories with a carrying value of $644.6 million.  The Company had $13.2 million and $11.0 million of outstanding standby letters of credit as of March 31, 2016 and 2015, respectively, which reduces borrowing availability under the Revolver. See Note 4, Long-Term Debt, for additional comments related to the Revolver.

The Company is in the process of negotiating a replacement line of credit that is expected to be in place prior to the maturity of the existing Revolver.  Although subject to change, the agreement being negotiated provides for a five-year term, a $400.0 million facility amount that is seasonally adjusted to $500.0 million, and interest based upon LIBOR-based spread.  Closing of this new credit facility is subject to normal and customary documentation and closing conditions.

During 2016 and 2015, the Company entered into some interim lease notes which financed down payments for various equipment orders at market rates.  As of March 31, 2016, these interim notes had not been converted into operating leases since the equipment was not yet delivered.  These notes, which total $0.4 million and $9.9 million as of March 31, 2016 and 2015, respectively, are included in notes payable in the accompanying Consolidated Balance Sheets.  These notes are expected to be converted into operating leases within the next twelve months. Until then, they bear interest at an annual rate of 1.94% in 2016 and 1.67% in 2015.

20

Notes to Consolidated Financial Statements

4.  Long-Term Debt
	2016		2015
	(In thousands)
Revolving credit facility,
1.95% and 1.92%, due through 2017	$	271,592	$	233,000
Secured Industrial Revenue Development Bonds,
3.02%, and 2.97%, due through 2029		22,630		22,630
Secured promissory note,
6.98%, due through 2022		12,114		13,769
Lease financing obligations,
2.62%, due through 2020		5,313		-
Secured promissory note,
6.35%, due through 2020		2,474		3,122
2.00%, due through 2021		1,200		1,398
Other		216		245
		315,539		274,164
Less current portion		279,572		2,530
		35,967		271,634

See Note 3, Short-Term Borrowings, for discussion of the Revolver.

The Company's debt agreements, including the Revolver, contain covenants that restrict the Company's ability to incur additional indebtedness, pay dividends on the Company's capital stock, make other restricted payments, including investments, sell the Company's assets, incur liens, transfer all or substantially all of the Company's assets and enter into consolidations or mergers. The Company's debt agreements also require the Company to meet certain financial covenants, including a minimum fixed charge coverage ratio. The Revolver also contains borrowing base requirements related to accounts receivable and inventories. These financial requirements and ratios generally become more restrictive over time and are subject to allowances for seasonal fluctuations. The most restrictive financial covenant in the debt agreements is the fixed charge coverage ratio within the Master Reimbursement Agreement with Wells Fargo, which relates to the Secured Industrial Revenue Development Bonds. In connection with the Company's decision to adopt the LIFO method of inventory accounting, effective December 30, 2007, the Company executed amendments to its debt agreements, which enable the Company to compute its financial covenants as if the Company were on the FIFO method of inventory accounting. The Company was in compliance with all such financial covenants as of March 31, 2016.

The Company's debt agreements limit the payment of dividends and other distributions.  There is an annual total distribution limitation of $50,000, less aggregate annual dividend payments totaling $23,000 that the Company presently pays on two outstanding classes of preferred stock.

The Company has four outstanding Industrial Revenue Development Bonds ("IRBs"), totaling $22.6 million that are secured by direct pay letters of credit. The interest rates shown for these IRBs in the table above reflect the costs of the direct pay letters of credit and amortization of other related costs of those IRBs.  A Master Reimbursement Agreement with Wells Fargo, which provides for the direct pay letters of credit, expires in July 2016.

The Company entered into sale-leaseback transaction that did not qualify for sale-leaseback accounting due to certain forms of continuing involvement and, as a result, the lease was classified as a financing transaction in the Company's consolidated financial statements. Under the financing method, the assets remain on the consolidated balance sheet and the net proceeds received by the Company from these transactions are recorded as a lease financing liability. Payments under these leases are applied as payments of imputed interest and deemed principal on the underlying financing obligations. This lease generally provides for an initial term of 10 years with a nine year buyout option.

On August 1, 2013, the Company paid a final $36.7 million principal payment due on a secured note payable to John Hancock Life Insurance Company.

The carrying value of assets pledged for secured debt, including the Revolver, is $752.8 million.

21

Notes to Consolidated Financial Statements

Debt repayment requirements for the next five fiscal years are (in thousands):

Years ending March 31:
2017	$	279,572
2018		7,904
2019		3,034
2020		2,531
2021		7,019
Thereafter		15,479
Total	$	315,539

5. Leases

The Company had a new capital lease in fiscal 2016 and no capital leases as of March 31, 2015. The new capital lease is a building lease that bears an interest rate of 5.2%.  The cost is $5.3 million and the accumulated amortization is $0.1 million.

Leased assets under capital leases consist of the following:

	2016		2015
Land		-		-
Buildings	$	5,313		-
Equipment		-		-
		5,313		-
Less accumulated amortization		89		-
	$	5,224		-

The Company has operating leases expiring at various dates through 2030. Operating leases generally provide for early purchase options one year prior to expiration.

The following is a schedule, by year, of minimum operating and capital lease payments due as of March 31, 2016 (in thousands):

Years ending March 31:		Operating		Capital
2017		$	43,392	$	507
2018			38,649		507
2019			33,746		507
2020			28,784		507
2021			22,379		507
	2022-2030		28,918		4,943
Total minimum payment required		$	195,868	$	7,478
Less interest					2,247
Present value of minimum lease payments					5,231
Amount due within one year					243
Long-term capital lease obligation				$	4,988

Lease expense in fiscal 2016, 2015 and 2014 was $51.4 million, $49.6 million and $43.9 million, respectively.

22

Notes to Consolidated Financial Statements
6.  Income Taxes
The Company files a consolidated federal and various state income tax returns. The provision for income taxes is as follows:
	2016				2015				2014
	(In thousands)
Current:
Federal		$	24,579			$	4,380			$	7,238
State			1,953				453				123
			26,532				4,833				7,361
Deferred:
Federal			(689	)			(925	)			(3,231	)
State			156				313				(567	)
			(533	)			(612	)			(3,798	)
Total income taxes		$	25,999			$	4,221			$	3,563

A reconciliation of the expected U.S. statutory rate to the effective rate follows:

	2016				2015				2014
Computed (expected tax rate)		35.0		%		35.0		%		35.0	%
State income taxes (net of federal tax benefit)		2.7				2.9				3.4
State tax credits		(0.9	)			(8.7	)			(1.6	)
Federal credits		(0.4	)			(2.4	)			(3.6	)
Manufacturer's deduction		(3.9	)			(5.0	)			(4.6	)
(Reversal of) addition to uncertain tax positions		0.2				(1.0	)			(0.8	)
State VDA/Nexus Changes		-				-				(1.7	)
Other permanent differences not deductible		(0.2	)			0.7				0.5
Change in valuation allowance		0.1				9.9				(2.1	)
Tax effect of pension contribution		-				-				0.4
Other		(0.3	)			(1.5	)			(4.4	)
Effective income tax rate		32.3		%		29.9		%		20.5	%

The effective tax rate was 32.3% in 2016 and 29.9% in 2015. Of the 2.4 percentage point increase in the effective tax rate for the year, the major contributor to this increase is with the federal credits for Research and Development, Work Opportunity Tax Credit and fuel.  These credits are largely fixed and with the significant increase in pre-tax earnings for 2016, these credits are a smaller percentage of pre-tax earnings in comparison to 2015.  This accounts for 2.0 percent of the increase.

The following is a summary of the significant components of the Company's deferred income tax assets and liabilities as of March 31:

	2016		2015
	(In thousands)
Deferred income tax assets:
Future tax credits	$	3,807	$	4,021
Inventory valuation		-		2,348
Employee benefits		3,174		3,009
Insurance		881		816
Other comprehensive loss		18,154		20,335
Interest		21		46
Prepaid revenue		571		701
Other		2,804		1,364
Pension		-		1,372
Severance		3		256
		29,415		34,268
Deferred income tax liabilities:
Property basis and depreciation difference		9,330		9,129
481(a) adjustment		880		1,281
Inventory valuation		1,247		-
Intangibles		235		-
Earnings from equity investment		69		245
Pension		2,896		-
		14,657		10,655
Valuation allowance - non-current		1,861		1,787
Net deferred income tax asset	$	12,897	$	21,826

23

Notes to Consolidated Financial Statements

Net current deferred income tax assets of none and $7.0 million as of March 31, 2016 and 2015, respectively, are recognized in the Consolidated Balance Sheets. Also recognized are net non-current deferred income tax assets of $12.9 million as of March 31, 2016 and net non-current deferred income tax liabilities of $14.8 million as of March 31, 2015.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes which requires that all deferred tax liabilities and assets of the same tax jurisdiction or a tax filing group, as well as any related valuation allowance, be offset and be presented as a single noncurrent amount in a classified balance sheet.  This standard is effective for the Company for fiscal years beginning after December 15, 2017 (beginning of fiscal 2019).  Early adoption is permitted.  The Company adopted this standard during 2016 on a prospective basis.  Prior periods were not retrospectively adjusted.

The Company has State tax credit carryforwards amounting to $1.2 million (California, net of Federal impact), $0.8 million (New York, net of Federal impact), and $1.7 million (Wisconsin, net of Federal impact), which are available to reduce future taxes payable in each respective state through 2031 (Wisconsin), through 2031 (New York), and through 2026 (California). The Company has performed the required assessment regarding the realization of deferred tax assets and at March 31, 2016, the Company has recorded a valuation allowance amounting to $1.9 million, which relates primarily to tax credit carryforwards which management has concluded it is more likely than not they will not be realized in the ordinary course of operations. Although realization is not assured, management has concluded that it is more likely than not that the deferred tax assets for which a valuation allowance was determined to be unnecessary will be realized in the ordinary course of operations. The amount of net deferred tax assets considered realizable, however, could be reduced if actual future income or income taxes rates are lower than estimated or if there are differences in the timing or amount of future reversals of existing taxable or deductible temporary differences.

Current rules on the accounting for uncertainty on income taxes prescribe a minimum recognition threshold for a tax position taken or expected to be taken in a tax return that is required to be met before being recognized in the financial statements. Those rules also provide guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.  The Company classifies the liability for uncertain tax positions in other accrued expenses or other long-term liabilities depending on their expected settlement.  The change in the liability for the years ended March 31, 2016 and 2015 consists of the following:

	2016			2015
	(In thousands)
Beginning balance	$	464		$	2,273
Tax positions related to current year:
Additions		291			13
Tax positions related to prior years:
Additions		241			-
Reductions		(7	)		(1,822	)
Settlements		(166	)		-
Lapses in statues of limitations		(129	)		-
Balance as of March 31,	$	694		$	464

Neither balances at March 31, 2016 and 2015 include tax positions that are highly certain but for which there is uncertainty about the timing. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of these positions would not impact the annual effective tax rate but would accelerate the payment of cash to the tax authority to an earlier period.

The Company recognizes interest and penalties accrued on unrecognized tax benefits as well as interest received from favorable settlements within income tax expense. During the years ended March 31, 2016 and 2015, the Company recognized approximately $0.1 million decrease and $0.1 million decrease, respectively, in interest and penalties. As of March 31, 2016 and 2015, the Company had approximately $0.1 million and $0.1 million, respectively, of interest and penalties accrued associated with unrecognized tax benefits.

Although management believes that an adequate provision has been made for uncertain tax positions, there is the possibility that the ultimate resolution could have an adverse effect on the earnings of the Company. Conversely, if resolved favorably in the future, the related provisions would be reduced, thus having a positive impact on earnings. It is anticipated that audit settlements will be reached during 2017 with federal and state taxing authorities that could have an impact on earnings. Due to the uncertainty of amounts and in accordance with its accounting policies, the Company has not recorded any potential impact of these settlements.

The federal income tax returns for years after March 31, 2013 are subject to examination.

24

Notes to Consolidated Financial Statements

7. Stockholders' Equity

Preferred Stock — The Company has authorized three classes of preferred stock consisting of 200,000 shares of Six Percent (6%) Voting Cumulative Preferred Stock, par value $0.25 ("6% Preferred"); 30,000 shares of Preferred Stock Without Par Value to be issued in series by the Board of Directors, none of which are currently designated or outstanding; and 8,200,000 shares of Preferred Stock with $.025 par value, Class A, to be issued in series by the Board of Directors ("Class A Preferred"). The Board of Directors has designated four series of Class A Preferred including 10% Cumulative Convertible Voting Preferred Stock—Series A ("Series A Preferred"); 10% Cumulative Convertible Voting Preferred Stock—Series B ("Series B Preferred"); Convertible Participating Preferred Stock; and Convertible Participating Preferred Stock, Series 2003.

The Convertible Participating Preferred Stock and Convertible Participating Preferred Stock, Series 2003 are convertible at the holders' option on a one-for-one basis into shares of Class A Common Stock, subject to antidilution adjustments. These series of preferred stock have the right to receive dividends and distributions at a rate equal to the amount of any dividends and distributions declared or made on the Class A Common Stock. No dividends were declared or paid on this preferred stock in fiscal 2016, 2015 or 2014. In addition, these series of preferred stock have certain distribution rights upon liquidation. Upon conversion, shares of these series of preferred stock become authorized but unissued shares of Class A Preferred and may be reissued as part of another series of Class A Preferred. As of March 31, 2016, the Company has an aggregate of 6,708,674 shares of non-designated Class A Preferred authorized for issuance.

The Convertible Participating Preferred Stock has a liquidation preference of $12 per share and a stated value of $11.931 per share.  There were 90,826 shares outstanding as of March 31, 2016 after conversions of no shares into Class A Common Stock during the year. The Convertible Participating Preferred Stock, Series 2003 was issued as partial consideration of the purchase price in the Chiquita Processed Foods acquisition. The 967,742 shares issued in that 2003 acquisition were valued at $16.60 per share which represented the then market value of the Class A Common Stock into which the preferred shares were immediately convertible. This series has a liquidation preference of $15.50 per share and has 500 shares outstanding as of March 31, 2016 after conversion of 50,000 shares into Class A Common Stock during the year.

There are 407,240 shares of Series A Preferred outstanding as of March 31, 2016 which are convertible into one share of Class A Common Stock and one share of Class B Common stock for every 20 shares of Series A Preferred. There are 400,000 shares of Series B Preferred outstanding as of March 31, 2016 which are convertible into one share of Class A Common Stock and one share of Class B Common Stock for every 30 shares of Series B preferred. There are 200,000 shares of 6% Preferred outstanding as of March 31, 2016 which are callable at their par value at any time at the option of the Company. The Company paid dividends of $20,000 on the Series A and Series B Preferred and $3,000 on the 6% Preferred during each of fiscal 2016, 2015 and 2014.

Common Stock — The Class A Common Stock and the Class B Common Stock have substantially identical rights with respect to any dividends or distributions of cash or property declared on shares of common stock, and rank equally as to the right to receive proceeds on liquidation or dissolution of the Company after payment of the Company's indebtedness and liquidation right to the holders of preferred shares. However, holders of Class B Common Stock retain a full vote per share, whereas the holders of Class A Common Stock have voting rights of 1/20th of one vote per share on all matters as to which shareholders of the Company are entitled to vote. During 2016, there were no shares of Class B Common Stock issued in lieu of cash compensation under the Company's Profit Sharing Bonus Plan.

Unissued shares of common stock reserved for conversion privileges of designated non-participating preferred stock were 33,695 of both Class A and Class B as of March 31, 2016 and 2015. Additionally, there were 91,326 and 141,326 shares of Class A reserved for conversion of the Participating Preferred Stock as of March 31, 2016 and 2015, respectively.

Treasury Stock — During 2016, the Company repurchased $2.6 million, or 90,500 shares of its Class A Common Stock and $2.6 million, or 73,459 shares of its Class B Common Stock.  As of March 31, 2016, there is a total of $65.7 million, or 2,281,550 shares, of repurchased stock.  These shares are not considered outstanding.  The Company contributed $1.8 million or 64,254 treasury shares for the 401(k) match in 2016 as described in Note 8, Retirement Plans.

25

Notes to Consolidated Financial Statements

8. Retirement Plans

The Company has a noncontributory defined benefit pension plan (the "Plan") covering all employees who meet certain age-entry requirements and work a stated minimum number of hours per year. Annual contributions are made to the Plan sufficient to satisfy legal funding requirements.

The following tables provide a reconciliation of the changes in the Plan's benefit obligation and fair value of plan assets over the two-year period ended March 31, 2016 and a statement of the unfunded status as of March 31, 2016 and 2015:

	2016			2015
	(In thousands)
Change in Benefit Obligation
Benefit obligation at beginning of year	$	212,908		$	170,478
Service cost		10,502			8,515
Interest cost		8,902			8,236
Plan amendments		-			952
Actuarial (gain) loss		(11,340	)		30,556
Benefit payments and expenses		(6,936	)		(5,829	)
Benefit obligation at end of year	$	214,036		$	212,908
Change in Plan Assets
Fair value of plan assets at beginning of year	$	157,948		$	154,650
Actual gain on plan assets		2,126			8,777
Employer contributions		23,100			350
Benefit payments and expenses		(6,936	)		(5,829	)
Fair value of plan assets at end of year	$	176,238		$	157,948
Unfunded Status	$	(37,798	)	$	(54,960	)

The unfunded status decreased by $17.2  million during 2016 reflecting the actual fair value of plan assets and the projected benefit obligation as of March 31, 2016.  This unfunded status reduction was recognized via the actual gain on plan assets and the decrease in accumulated other comprehensive loss of $3.5 million after the income tax benefit of $2.2 million.  The increase in projected benefit obligation was a function of using the full yield curve approach, an increase in the discount rate from 4.15% to 4.36% and the change to using an updated mortality table. During 2016, the Company converted to the 2006 base rates from the RP-2014 mortality study with the Blue Collar adjustment, with a generational projection of future mortality improvements from 2006 using Scale MP-2015 for calculating the pension obligation in 2016 and the related pension expense in 2017.  Effective March 31, 2016, the Company elected to change the approach used to calculate the service and interest cost components of the net periodic benefit cost for it pension and postretirement benefit plans to provide a more precise measurement of service and interest costs.  Historically the Company calculated the service and interest cost components utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period.  Going forward the new estimate utilizes a full yield curve approach in the estimation of these components by applying the specific spot rates along the yield curve used in determination of the benefit obligation to their underlying projected cash flows.  The change does not affect the measurement of pension and postretirement obligations and is accounted for as a change in accounting estimate, which is applied prospectively.

Plan assets increased from $157.9 million as of March 31, 2015 to $176.2 million as of March 31, 2016 due to a continued recovery in market conditions and the $23.1 million contribution by the Company.  The Company made this contribution to maintain its funding status at an acceptable level.

26

Notes to Consolidated Financial Statements
	2016				2015
	(In thousands)
Amounts Recognized in Accumulated Other
Comprehensive Pre-Tax Loss
Prior service cost		$	(843	)		$	(952	)
Net loss			(45,248	)			(50,883	)
Accumulated other comprehensive pre-tax loss		$	(46,091	)		$	(51,835	)

	Pension and
	post retirement plan
	adjustments, net
	of tax
	(In thousands)
Accumulated Other Comprehensive Loss
Balance at March 31, 2015		$	(31,804	)
Other comprehensive loss before reclassifications			3,408
Reclassified from accumulated other comprehensive loss			-
Net current period other comprehensive loss			3,408
Balance at March 31, 2016		$	(28,396	)

The following table provides the components of net periodic benefit cost for the Plan for fiscal years 2016, 2015, and 2014:
	2016				2015				2014
	(In thousands)
Service cost		$	10,502			$	8,515		$	7,752
Interest cost			8,902				8,236			7,592
Expected return on plan assets			(11,685	)			(11,360	)		(9,938	)
Amortization of net loss			3,854				350			2,434
Prior service cost			109				-			-
Net periodic benefit cost		$	11,682			$	5,741		$	7,840

The Plan's accumulated benefit obligation was $195.3 million at March 31, 2016, and $188.5 million at March 31, 2015.

Prior service costs are amortized on a straight-line basis over the average remaining service period of active participants. Gains and losses in excess of 10% of the greater of the benefit obligation and the market-related value of assets are amortized over the average remaining service period of active participants.

The assumptions used to measure the Company's benefit obligation and pension expense are shown in the following table:

27

Notes to Consolidated Financial Statements
	2016			2015
Discount rate - projected benefit obligation		4.36	%		4.15	%
Discount rate - pension expense		4.15	%		4.85	%
Expected return on plan assets		7.25	%		7.25	%
Rate of compensation increase		3.00	%		3.00	%
The Company's plan assets consist of the following:

	Target			Percentage of Plan
	Allocation			Assets at March 31,
	2017			2016			2015
Plan Assets
Equity securities		99	%		99	%		97	%
Debt securities		-			-			-
Real estate		-			-			-
Cash		1			1			3
Total		100	%		100	%		100	%

All securities, which are valued at fair market value, are considered to be level 1, due to the active public market.

	2016		2015
	Market Value		Market Value
	(In thousands)
Assets by Industry Type
Asset Category
Cash and cash equivalents:
Money market funds	$	1,497	$	5,545
Total cash and cash equivalents		1,497		5,545
Common equity securities:
Materials		9,379		5,460
Industrials		30,355		33,813
Telecommunication services		9,325		11,393
Consumer staples		33,048		23,410
Energy		14,658		15,062
Financials		34,891		32,808
Health Care		10,538		7,503
Information technology		9,681		5,608
Utilities		22,866		17,346
Total common equity securities		174,741		152,403
Total assets	$	176,238	$	157,948

Expected Return on Plan Assets

The expected long-term rate of return on Plan assets is 7.25%. The Company expects 7.25% to fall within the 40-to-50 percentile range of returns on investment portfolios with asset diversification similar to that of the Plan's target asset allocation.

Investment Policy and Strategy

The Company maintains an investment policy designed to achieve a long-term rate of return, including investment income through dividends and equity appreciation, sufficient to meet the actuarial requirements of the Plan. The Company seeks to accomplish its return objectives by prudently investing in a diversified portfolio of public company equities with broad industry representation seeking to provide long-term growth consistent with the performance of relevant market indices, as well as maintain an adequate level of liquidity for pension distributions as they fall due. The strategy of being fully invested in equities has historically provided greater rates of return over extended periods of time.  The Company's gain on plan assets during 2016 was 1.4% as compared to the S&P 500 unaudited loss (including dividends) of (1.3)%. Plan assets include Company common stock with a fair market value of $18.4 million as of March 31, 2016 and $14.4 million as of March 31, 2015.

28

Notes to Consolidated Financial Statements

Cash Flows

Expected contributions for fiscal year ending March 31, 2017 (in thousands):

Expected Employer Contributions$-Expected Employee Contributions-

Estimated future benefit payments reflecting expected future
service for the fiscal years ending March 31 (in thousands):
2017		$	6,799
2018			7,394
2019			7,964
2020			8,577
2021			9,324
	2022-2024		57,417

401(k) Plans

The Company also has employees' savings 401(k) plans covering all employees who meet certain age-entry requirements and work a stated minimum number of hours per year. Participants may make contributions up to the legal limit. The Company's matching contributions are discretionary. Costs charged to operations for the Company's matching contributions amounted to $1.8 million, $2.3 million, and $2.3 million in fiscal 2016, 2015, and 2014, respectively. In fiscal 2016, the matching contribution included $1.8 million of treasury stock.  In fiscal 2015, the matching contribution included $2.2 million of treasury stock and $0.1 million of cash match.  The stock portion of the matching contribution is valued at current market value while the treasury stock is valued at cost.

Multi-employer Plan

The Company contributes to the Teamsters California State Council of Cannery and Food Processing Unions, International Brotherhood of Teamsters Pension Fund (Western Conference of Teamsters Pension Plan# 91-6145047/001) ("Teamsters Plan") under the terms of a collective-bargaining agreement with some of its Modesto, California employees.  The term of the current collective bargaining agreement is June 1, 2015 through June 30, 2018.

For the fiscal years ended March 31, 2016, March 31, 2015 and March 31, 2014, contributions to the Teamsters Plan were $2.5 million, $2.4 million and $2.4 million, respectively. The contributions to this plan are paid monthly based upon the number of hours worked by covered employees. They represent less than 5% of the total contributions received by this plan during the most recent plan year.

The risks of participating in multi-employer plans are different from single-employer plans in the following aspects: (a) assets contributed to a multi-employer plan by one employer may be used to provide benefits to employees of other participating employers, (b) if a participating employer stops contributing to the multi-employer plan, the unfunded obligations of the plan may be borne by the remaining participating employers and (c) if the Company chooses to stop participating in the plan, the Company may be required to pay a withdrawal liability based on the underfunded status of the plan.

The Teamsters Plan received a Pension Protection Act "green" zone status for the plan year beginning January 1, 2015. The zone status is based on information the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the green zone are at least 80 percent funded.

29

Notes to Consolidated Financial Statements

9. Fair Value of Financial Instruments
The carrying amount and estimated fair values of the Company's debt are summarized as follows:
	2016				2015
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
	(In thousands)
Long-term debt, including
current portion	$	315,539	$	315,478	$	274,164	$	274,999
Capital leases, including
current portion	$	5,231	$	5,076	$	-	$	-

The estimated fair value for long-term debt and capital leases is determined by the quoted market prices for similar debt (comparable to the Company's financial strength) or current rates offered to the Company for debt with the same maturities which is Level 2 from the fair value hierarchy.  Since quoted prices for identical instruments in active markets are not available (Level 1), the Company makes use of observable market based inputs to calculate fair value, which is Level 2.

10. Inventories

Effective December 30, 2007 (beginning of 4th quarter of Fiscal Year 2008), the Company changed its inventory valuation method from the lower of cost, determined under the FIFO method, or market to the lower of cost, determined under the LIFO method, or market. In the high inflation environment that the Company was experiencing, the Company believed that the LIFO inventory method was preferable over the FIFO method because it better compares the cost of current production to current revenue. The effect of LIFO was to increase net earnings by $16.1 million in 2016, reduce net earnings by $6.9 million in 2015, and reduce net earnings by $13.2 million in 2014, compared to what would have been reported using the FIFO inventory method. The increase in earnings per share was $1.62 ($1.60 diluted) in 2016, reduce earnings per share was $0.64 ($0.63 diluted) in 2015, and reduce earnings per share was $1.19 ($1.19 diluted) in 2014.  During 2014, certain inventory quantities accounted for on the LIFO method were reduced, resulting in the liquidation of certain quantities carried at costs prevailing in prior years.  The impact on net earnings of these liquidations was no impact in 2016 and 2015, and an increase of $4.8 million during 2014.  The inventories by category and the impact of using the LIFO method are shown in the following table:

	2016		2015		2014
	(In thousands)
Finished products	$	467,337	$	414,154	$	418,368
In process		25,855		22,651		16,056
Raw materials and supplies		213,790		199,674		170,210
		706,982		636,479		604,634
Less excess of FIFO cost over LIFO cost		139,275		164,067		153,384
Total inventories	$	567,707	$	472,412	$	451,250

11. Other Operating Income and Expense

Other operating income in 2016 included a gain of $24.3 million related to a contractual payment received in conjunction with a relationship transfer agreement with General Mills.  The Company reversed a provision for the Prop 65 litigation of $0.2 million and reduced an environmental accrual by $0.1 million.  The Company also recorded a gain of $0.4 million from the sale of other fixed assets.

Other operating income in 2015 included a gain of $5.0 million related to a contractual payment received in connection with the closing of a Midwest plant and a charge of $0.3 million related to environmental costs related to a Company-owned plant in New York State.  The Company also recorded a net gain of $0.1 million from the sale of other fixed assets.

Other operating income in 2014 included a gain of $2.9 million from a break-up fee earned as a result of the Company being named the stalking horse bidder in an attempt to acquire substantially all the operating assets of Allens, Inc. in a bankruptcy court supervised auction, a gain of $0.7 million from the sale of two aircraft and a gain of $0.1 million as a result of adjustments related to the purchase of the Sunnyside facility.  The Company also recorded a loss of $0.5 million on the disposal of a warehouse located in Sunnyside, Washington and a net gain of $0.2 million from the sale of other fixed assets.

30

Notes to Consolidated Financial Statements

12. Segment Information

The Company manages its business on the basis of two reportable segments — the primary segment is the packaging and sale of fruits and vegetables and secondarily, the packaging and sale of snack products and finally, other products. The Company markets its product almost entirely in the United States. Export sales represented 8.5%, 9.0%, and 9.2% of total sales in 2016, 2015, and 2014, respectively. In 2016, 2015, and 2014, the sale of Green Giant vegetables accounted for 11%, 13%, and 13% of net sales, respectively. "Other" in the table below represents activity related to can sales, trucking, seed sales, and flight operations.

	Fruit and
	Vegetable		Snack		Other		Total
	(In thousands)
2016:
Net sales	$	1,239,179	$	12,336	$	23,845	$	1,275,360
Operating income		87,120		1,164		265		88,549
Interest expense, net		7,923		18		103		8,044
Income tax expense		25,551		372		76		25,999
Identifiable assets		888,968		2,697		3,662		895,327
Capital expenditures		9,232		52		682		9,966
Depreciation and amortization		20,438		351		948		21,737
2015:
Net sales	$	1,246,115	$	11,667	$	28,568	$	1,286,350
Operating income		18,865		779		710		20,354
Interest expense, net		6,778		12		72		6,862
Income tax expense		3,775		225		221		4,221
Identifiable assets		798,640		3,235		4,573		806,448
Capital expenditures		22,177		157		1,400		23,734
Depreciation and amortization		20,445		367		1,022		21,834
2014:
Net sales	$	1,302,857	$	11,496	$	25,855	$	1,340,208
Operating income		22,365		872		1,669		24,906
Interest expense, net		7,415		27		122		7,564
Income tax expense		3,118		189		256		3,563
Identifiable assets		761,078		3,770		4,005		768,853
Capital expenditures		17,339		-		2,109		19,448
Depreciation and amortization		21,842		394		1,045		23,281

The fruit and vegetable segment, consisting of Green Giant, canned fruit and vegetables and frozen products, represented 99%, 99% and 99% of assets and 100%, 102% and 93% of pre-tax earnings in 2016, 2015 and 2014, respectively.

Classes of similar products/services:	2016		2015		2014
	(In thousands)
Net Sales:
Green Giant *	$	144,310	$	161,993	$	177,881
Canned vegetables		746,501		754,556		753,318
Frozen		94,710		94,648		107,109
Fruit		253,658		234,918		264,549
Snack		12,336		11,667		11,496
Other		23,845		28,568		25,855
Total	$	1,275,360	$	1,286,350	$	1,340,208
* Green Giant includes canned and frozen vegetables exclusively for GMOL or B&G Foods.

31

Notes to Consolidated Financial Statements

13. Legal Proceedings and Other Contingencies

In the ordinary course of its business, the Company is made a party to certain legal proceedings seeking monetary damages, including proceedings involving product liability claims, workers' compensation along with other employee claims, tort and other general liability claims, for which it carries insurance, as well as patent infringement and related litigation. The Company is in a highly regulated industry and is also periodically involved in government actions for regulatory violations and other matters surrounding the manufacturing of its products, including, but not limited to, environmental, employee, and product safety issues. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company does not believe that an adverse decision in any of these legal proceedings would have a material adverse impact on its financial position, results of operations, or cash flows.

In June 2010, the Company received a Notice of Violation of the California Safe Drinking Water and Toxic Enforcement Act of 1986, commonly known as Proposition 65, from the Environmental Law Foundation ("ELF").  This notice was made to the California Attorney General and various other government officials, and to 49 companies including Seneca Foods Corporation whom ELF alleges manufactured, distributed or sold packaged peaches, pears, fruit cocktail and fruit juice that contain lead without providing a clear and reasonable warning to consumers.  Under California law, proper notice must be made to the State and involved firms at least 60 days before any suit under Proposition 65 may be filed by private litigants like ELF.  That 60-day period has expired and to date neither the California Attorney General nor any appropriate district attorney or city attorney has initiated an action against the Company.  However, private litigant ELF filed an action against the Company and 27 other named companies on September 28, 2011, in Superior Court of Alameda County, California, alleging violations of Proposition 65 and seeking various measures of relief, including injunctive and declaratory relief and civil penalties.  The Company, along with the other named companies, vigorously defended the claim.  A responsive answer was filed, the discovery process was completed and a trial on liability was held beginning in April of 2013 in accordance with court schedules.  The trial was completed on May 16, 2013 and, on July 15, 2013 the judge issued a tentative and proposed statement of decision agreeing with the Company, and the other defendants, that the "safe harbor" defense had been met under the regulations relating to Proposition 65 and the Company will not be required to place a Proposition 65 warning label on the products at issue in the case.  The trial decision was finalized and the decision was appealed by ELF with a filing dated October 3, 2013.  The California Court of Appeal, First Appellate District, Division One unanimously rejected the appeal by ELF in a decision dated March 17, 2015.  ELF filed a petition for review with the California Supreme Court on April 28, 2015, and the petition was denied on July 8, 2015.   With the successful defense of the case, the remedies portion of the case was not litigated and the denial of review by the California Supreme Court ended the action.  Our portion of legal fees in defense of this action have been sizable, as would be expected with litigation resulting in trial, and the appeal, but have not had a material adverse impact on the Company's financial position, results of operations, or cash flows.

32

Notes to Consolidated Financial Statements

14. Plant Restructuring

During 2016, the Company recorded a restructuring charge of $10.4 million related to the closing of a plant in the Northwest of which $0.2 million was related to severance cost, $5.1 million was related to asset impairments (contra fixed assets), and $5.1 million was related to other costs ($3.6 related to operating lease costs).  During 2016, the Company reduced the costs of the plant closing in the Midwest, started in 2015, by $0.1 million, mostly related to severance costs. In accounting for the closing of the facility in the Northwest, the Company reevaluated the treatment for one of its operating leases at the closed facility and determined the transaction should have originally been recorded as a lease financing liability.  The Company performed an analysis of the error as to the impact on the Consolidated Balance Sheets and Statement of Net Earnings in each of the previous years it was unrecorded in accordance with SEC Staff Accounting Bulletin No. 99.  Based on this analysis, the Company determined that the impact was not material to the consolidated financial statements and no prior periods were adjusted.   The Company adjusted the financial statements as of March 31, 2016 by recording a finance lease asset of $5.6 million and lease financing liability of $5.3 million.  See Note 4 for the lease finance obligation.

During 2015, the Company recorded a restructuring charge of $1.4 million related to the closing of a plant in the Midwest and the realignment of two other plants, one in the Midwest and the other in the Northwest, of which $0.8 million was related to severance cost, $0.3 million was related to equipment costs (contra fixed assets), and $0.3 million was related to equipment relocation costs.

During 2013, the Company implemented a product rationalization program and recorded a restructuring charge of $3.5 million for related equipment costs (contra fixed assets), lease impairment costs (net of realizable value), and certain inventory costs. During 2014, the Company adjusted the costs of the product rationalization program, started in 2013, by $0.5 million, mostly related to equipment costs.

The following table summarizes the restructuring and related asset impairment charges recorded and the accruals established during 2014, 2015 and 2016:

				Long-Lived
				Asset			Other
	Severance			Charges			Costs			Total
	(In thousands)
Balance March 31, 2013	$	20		$	1,174		$	307		$	1,501
Charge to expense		-			341			160			501
Cash payments/write offs		(10	)		(1,515	)		(467	)		(1,992	)
Balance March 31, 2014		10			-			-			10
Charge to expense		842			264			270			1,376
Cash payments/write offs		(137	)		-			-			(137	)
Balance March 31, 2015		715			264			270			1,249
Charge to expense		162			5,065			5,075			10,302
Cash payments/write offs		(877	)		(354	)		(1,448	)		(2,679	)
Balance March 31, 2016	$	-		$	4,975		$	3,897		$	8,872

15. Related Party Transactions

A small percentage (less than 1% in fiscal 2016, 2015 and 2014) of vegetables supplied to the Company's New York packaging plants are grown by a director of Seneca Foods Corporation, which supplied the Company approximately $1.0 million, $0.8 million, and $1.1 million pursuant to a raw vegetable grower contract in fiscal 2016, 2015 and 2014, respectively.  The Chairman of the Audit Committee reviewed the relationship and determined that the contract was negotiated at arm's length and on no more favorable terms than to other growers in the marketplace

16. Assets Held For Sale

On April 23, 2016, the Company entered into a listing agreement to sell one of the Company's northwest processing facilities.  The Company expects this facility to be sold within the next 12 months.  In conjunction with this potential sale, the assets held for sale at March 31, 2016, which are property, plant and equipment, total $5.0 million which represented 0.6% of total assets on the Consolidated Balance Sheet.

33

Report of Independent Registered Public Accounting Firm

Board of Directors and StockholdersSeneca Foods Corporation Marion, New York

We have audited the accompanying consolidated balance sheets of Seneca Foods Corporation as of March 31, 2016 and 2015 and the related consolidated statements of net earnings, comprehensive income (loss), stockholders' equity, and cash flows for each of the three years in the period ended March 31, 2016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Seneca Foods Corporation at March 31, 2016 and 2015, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Seneca Foods Corporation's internal control over financial reporting as of March 31, 2016, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated June 8, 2016 expressed an unqualified opinion thereon.

/s/ BDO USA, LLPMilwaukee, Wisconsin
June 8, 2016

34

Management's Annual Report on Internal ControlOver Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over the Company's financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company's internal control over financial reporting as of March 31, 2016. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessment, management believes that, as of March 31, 2016, our internal control over financial reporting is effective based on those criteria.  In conducting the Company's evaluation of the effectiveness of its internal control over financial reporting, the Company excluded the acquisitions of Gray & Company (Gray) and Diana Fruit Co., Inc. (Diana) which were completed October 30, 2015 and February 16, 2016, respectively.  Gray constituted 4.0% of total assets and Diana constituted 1.9% of total assets, respectively, as of March 31, 2016, and Gray constituted 1.8% and (2.8)% of revenues and net earnings (loss), respectively, and Diana constituted 0.2% and (0.3)% of revenues and net earnings (loss), respectively, for the year then ended March 31, 2016.  Refer to Note 2, Acquisitions to the consolidated financial statements for further discussion of the Gray and Diana acquisitions and their impact on the Company's consolidated financial statements.

The Company's independent registered public accountant has issued its report on the effectiveness of the Company's internal control over financial reporting.  Their report appears on the next page.

35

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

Board of Directors and Stockholders

Seneca Foods Corporation

Marion, New York

We have audited Seneca Foods Corporation's internal control over financial reporting as of March 31, 2016, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the Form 10-K, Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As indicated in the accompanying Item 9A, Management's Report on Internal Control over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Gray & Company, which was acquired on October 30, 2015, and Diana Fruit Co., Inc., which was acquired on February 16, 2016 and which are included in the consolidated balance sheets of Seneca Foods Corporation as of March 31, 2016, and the related consolidated statements of net earnings, comprehensive income, stockholders' equity, and cash flows for the year then ended.  Gray & Company constituted 4.0% of total assets and Diana Fruit Co., Inc. constituted 1.9% of total assets, respectively, as of March 31, 2016, and Gray & Company constituted 1.8% and (2.8)% of revenues and net earnings (loss), respectively, and Diana Fruit Co., Inc. constituted 0.2% and (0.3)% of revenues and net earnings (loss), respectively, for the year then ended March 31, 2016. Management did not assess the effectiveness of internal control over financial reporting of Gray & Company or Diana Fruit Co., Inc. because of the timing of the acquisitions which was completed on October 30, 2015 and February 16, 2016, respectively. Our audit of internal control over financial reporting of Seneca Foods Corporation also did not include an evaluation of the internal control over financial reporting of Gray & Company and Diana Fruit Co.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2016, based on the COSO criteria.

We have also audited, in accordance with the standards of the Public Company Accounting Standards Board (United States), the consolidated balance sheets of Seneca Foods Corporation as of March 31, 2016 and 2015, and the related consolidated statements of net earnings, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended March 31, 2016 and our report dated June 8, 2016 expressed an unqualified opinion thereon.

/s/ BDO USA, LLPMilwaukee, Wisconsin

June 8, 2016

 

36

Shareholder Information and Quarterly Results

The Company's common stock is traded on The NASDAQ Global Stock Market. The 8.0 million Class A outstanding shares and 1.9 million Class B outstanding shares are owned by 188 and 192 shareholders of record, respectively. The high and low closing prices of the Company's common stock during each quarter of the past two years are shown below:

Class A:	2016				2015
Quarter	High		Low		High		Low
First	$	31.63	$	27.60	$	32.65	$	27.55
Second		31.09		26.00		31.80		28.08
Third		31.00		25.85		29.99		25.06
Fourth		35.78		26.90		30.08		25.25

Class B:	2016				2015
Quarter	High		Low		High		Low
First	$	34.93	$	32.00	$	35.99	$	27.91
Second		43.85		32.00		32.97		30.30
Third		36.00		32.00		33.25		30.40
Fourth		44.88		32.00		41.00		30.50

Common Stock Performance Graph

The graph below shows the cumulative, five year total return for the Company's Common Stock compared with the NASDAQ Market Total U.S. Return Index (which includes the Company) and a peer group of companies (described below).

Performance data assumes that $100.00 was invested on March 31, 2011, in the Company's Class A Common Stock, the NASDAQ Market, and the peer group. The data assumes the reinvestment of all cash dividends and the cash value of other distributions. Stock price performance shown in the graph is not necessarily indicative of future stock price performance. The companies in the former peer group are Fresh Del Monte, Hanover Foods Corporation, John B. Sanfilippo & Son Inc., Treehouse Foods, Inc. and Hain Celestial Group, Inc.  The new peer group adds B&G Foods Inc. and keeps all the members of the former peer group.  The peer group members are in related food businesses, but not necessarily direct competitors in canning.

37

Shareholder Information and Quarterly Results

As of March 31, 2016, the most restrictive credit agreement limitation on the Company's payment of dividends, to holders of Class A or Class B Common Stock is an annual total limitation of $50,000, reduced by aggregate annual dividend payments totaling $23,000 that the Company presently pays on two outstanding classes of preferred stock. Payment of dividends to common stockholders is made at the discretion of the Company's Board of Directors and depends, among other factors, on earnings; capital requirements; and the operating and financial condition of the Company. The Company has not declared or paid a common dividend in many years.

Quarterly Results

The following is a summary of the unaudited interim results of operations by quarter:

	First			Second			Third		Fourth
	(In thousands, except per share data)
Year ended March 31, 2016:
Net sales	$	226,258		$	313,202		$	432,198	$	303,702
Gross margin		20,899			29,073			53,382		44,041
Net earnings		2,968			6,522			31,123		13,845
Basic earnings per common share		0.30			0.65			3.12		1.39
Diluted earnings per common share		0.29			0.65			3.10		1.38
Year ended March 31, 2015:
Net sales	$	240,043		$	312,161		$	456,207	$	277,939
Gross margin		17,341			17,133			26,435		23,454
Net (loss) earnings		(107	)		(578	)		7,819		2,765
Basic (loss) earnings per common share		(0.01	)		(0.05	)		0.72		0.26
Diluted (loss) earnings per common share		(0.01	)		(0.05	)		0.71		0.26

Earnings for the fourth quarter have historically reflected adjustments of previously estimated raw material cost and production levels.  Due to the dependence on the fruit and vegetable yields of the Company's food packaging, interim costing must be estimated.

38

EX-21

Exhibit 21

LIST OF SUBSIDIARIES

The following is a listing of significant subsidiaries 100% owned by Seneca Foods Corporation, directly or indirectly:

Name Diana Fruit Co., Inc.	State California
Dundee Insurance Company, Inc. Gray & Company Gray Glace Products Company	UtahOregon Oregon
Green Valley Foods LLC	Delaware
Lebanon Valley Cold Storage, LLC	Pennsylvania
Lebanon Valley Cold Storage, LP	Pennsylvania
Marion Foods, Inc. Portland Food Products Company	New York Oregon
Seneca Foods, LLC	Delaware
Seneca Snack Company	Washington

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

Seneca Foods Corporation

Marion, New York

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-12365, 333-145916, and 333-166846) of Seneca Foods Corporation of our reports dated June 8, 2016, relating to the consolidated financial statements, and the effectiveness of Seneca Foods Corporation's internal control over financial reporting, which appear in the Annual Report to Shareholders which is incorporated by reference in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated June 8, 2016 relating to the financial statement schedule which appears in this Form 10-K.

/s/ BDO USA, LLP

Milwaukee, Wisconsin

June 8, 2016

EX-24

EXHIBIT 24

POWERS OF ATTORNEY

SENECA FOODS CORPORATION

POWER OF ATTORNEY

The undersigned Director of Seneca Foods Corporation, a New York corporation, hereby constitutes and appoints Kraig H. Kayser or Timothy J. Benjamin as the true and lawful Attorney-in-fact and Agent of the undersigned to sign on behalf of the undersigned: (a) the Annual Report of the Company on Form 10-K (or such other form as may be required) for the year ended March 31, 2016 to be filed with the Securities and Exchange Commission ("SEC"); and (b) any and all amendments to such Report as may be required to be filed with the SEC.

/s/Arthur H. Baer

Arthur H. Baer

Director

SENECA FOODS CORPORATION

POWER OF ATTORNEY

The undersigned Director of Seneca Foods Corporation, a New York corporation, hereby constitutes and appoints Kraig H. Kayser or Timothy J. Benjamin as the true and lawful Attorney-in-fact and Agent of the undersigned to sign on behalf of the undersigned: (a) the Annual Report of the Company on Form 10-K (or such other form as may be required) for the year ended March 31, 2016 to be filed with the Securities and Exchange Commission ("SEC"); and (b) any and all amendments to such Report as may be required to be filed with the SEC.

/s/Peter R. Call

Peter R. Call

Director

SENECA FOODS CORPORATION

POWER OF ATTORNEY

The undersigned Director of Seneca Foods Corporation, a New York corporation, hereby constitutes and appoints Kraig H. Kayser or Timothy J. Benjamin as the true and lawful Attorney-in-fact and Agent of the undersigned to sign on behalf of the undersigned: (a) the Annual Report of the Company on Form 10-K (or such other form as may be required) for the year ended March 31, 2016 to be filed with the Securities and Exchange Commission ("SEC"); and (b) any and all amendments to such Report as may be required to be filed with the SEC.

/s/John P. Gaylord

John P. Gaylord

Director

SENECA FOODS CORPORATION

POWER OF ATTORNEY

The undersigned Director of Seneca Foods Corporation, a New York corporation, hereby constitutes and appoints Kraig H. Kayser or Timothy J. Benjamin as the true and lawful Attorney-in-fact and Agent of the undersigned to sign on behalf of the undersigned: (a) the Annual Report of the Company on Form 10-K (or such other form as may be required) for the year ended March 31, 2016 to be filed with the Securities and Exchange Commission ("SEC"); and (b) any and all amendments to such Report as may be required to be filed with the SEC.

/s/Susan A. Henry

Susan A. Henry

Director

SENECA FOODS CORPORATION

POWER OF ATTORNEY

The undersigned Director of Seneca Foods Corporation, a New York corporation, hereby constitutes and appoints Kraig H. Kayser or Timothy J. Benjamin as the true and lawful Attorney-in-fact and Agent of the undersigned to sign on behalf of the undersigned: (a) the Annual Report of the Company on Form 10-K (or such other form as may be required) for the year ended March 31, 2016 to be filed with the Securities and Exchange Commission ("SEC"); and (b) any and all amendments to such Report as may be required to be filed with the SEC.

__________________

Samuel T. Hubbard, Jr.

Director

SENECA FOODS CORPORATION

POWER OF ATTORNEY

The undersigned Director of Seneca Foods Corporation, a New York corporation, hereby constitutes and appoints Kraig H. Kayser or Timothy J. Benjamin as the true and lawful Attorney-in-fact and Agent of the undersigned to sign on behalf of the undersigned: (a) the Annual Report of the Company on Form 10-K (or such other form as may be required) for the year ended March 31, 2016 to be filed with the Securities and Exchange Commission ("SEC"); and (b) any and all amendments to such Report as may be required to be filed with the SEC.

/s/Thomas Paulson

Thomas Paulson

Director

SENECA FOODS CORPORATION

POWER OF ATTORNEY

The undersigned Director of Seneca Foods Corporation, a New York corporation, hereby constitutes and appoints Kraig H. Kayser or Timothy J. Benjamin as the true and lawful Attorney-in-fact and Agent of the undersigned to sign on behalf of the undersigned: (a) the Annual Report of the Company on Form 10-K (or such other form as may be required) for the year ended March 31, 2016 to be filed with the Securities and Exchange Commission ("SEC"); and (b) any and all amendments to such Report as may be required to be filed with the SEC.

/s/Susan W. Stuart

Susan W. Stuart

Director

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Kraig H. Kayser, certify that:

1. I have reviewed this annual report on Form 10-K of Seneca Foods Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5. The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Dated: June 8, 2016	By: /s/Kraig H. Kayser ______________________
	Kraig H. Kayser President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Timothy J. Benjamin, certify that:

1. I have reviewed this annual report on Form 10-K of Seneca Foods Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5. The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Dated: June 8, 2016	By: /s/ Timothy J. Benjamin ________________________
	Timothy J. Benjamin Senior Vice President, Chief Financial Officer and Treasurer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18. U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Seneca Foods Corporation (the "Registrant") on Form 10-K for the period ended March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Kraig H. Kayser, President, Chief Executive Officer and Timothy J. Benjamin, Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

By: /s/Kraig H. Kayser

_____________________________ 

Kraig H. Kayser

President and Chief Executive Officer

June 8, 2016

By: /s/Timothy J. Benjamin

_______________________________

Senior Vice President, Chief Financial Officer and Treasurer

June 8, 2016

XML

Document and Entity Information - USD ($)	12 Months Ended
	Mar. 31, 2016	Jun. 03, 2016	Oct. 01, 2015
Document And Entity Information [Abstract]
Document Type	10-K
Document period end date	Mar. 31, 2016
Amendment flag	false
Document Period Focus	FY
Document Fiscal Year Focus	2016
Current fiscal year end date	--03-31
Entity central index key	0000088948
Entity current reporting status	Yes
Entity filer category	Accelerated Filer
Entity registrant name	SENECA FOODS CORP /NY/
Entity voluntary filers	No
Entity well known seasoned issuer	No
Class Of Stock [Line Items]
Trading Symbol	SENEA
Entity public float			$ 191,810,000
Common Class A Member
Class Of Stock [Line Items]
Entity common stock shares outstanding		7,918,069
Common Class B Member
Class Of Stock [Line Items]
Entity common stock shares outstanding		1,894,599

XML

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Income Statement [Abstract]
Net Sales	$ 1,275,360	$ 1,286,350	$ 1,340,208
Costs and Expenses:
Cost of Product Sold	1,127,965	1,201,987	1,247,943
Selling and Administrative	73,515	67,381	70,129
Plant Restructuring	10,302	1,376	501
Other Operating (Income) Expense	(24,971)	(4,748)	(3,271)
Total Costs and Expenses	1,186,811	1,265,996	1,315,302
Operating Income (Loss)	88,549	20,354	24,906
Earnings from equity investment	48	(628)	0
Interest Expense, Net	8,044	6,862	7,564
Earnings (Loss) Before Income Taxes	80,457	14,120	17,342
Income Taxes Expense (Benefit)	25,999	4,221	3,563
Net Earnings (Loss)	$ 54,458	$ 9,899	$ 13,779
Basic Earnings (Loss) per Common Share	$ 5.46	$ 0.91	$ 1.24
Diluted Earnings (Loss) per Common Share	$ 5.42	$ 0.9	$ 1.23

XML

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (PARENTHETICAL) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Income Statement [Abstract]
Interest Income, Operating	$ 54	$ 18	$ 4

XML

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Statement of Income and Comprehensive Income [Abstract]
Net (Loss) Earnings	$ 54,458	$ 9,899	$ 13,779
Change in pension and post retirement benefits adjustment (net of tax)	3,408	(20,552)	11,296
Total	$ 57,866	$ (10,653)	$ 25,075

XML

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Statement of Income and Comprehensive Income [Abstract]
Change in pension and post retirement benefits adjustment tax	$ 2,179	$ 13,140	$ 7,222

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2016	Mar. 31, 2015
Current Assets:
Cash and Cash Equivalents	$ 8,602	$ 10,608
Accounts Receivable, Net	76,788	70,591
Inventories:
Finished Goods	366,911	301,705
Work in Process	17,122	10,167
Raw Materials and Supplies	183,674	160,540
Total Inventories	567,707	472,412
Deferred Income Tax Asset, Net	0	6,997
Other Current Assets	15,765	27,439
Assets Current	673,887	588,047
Assets Held For Sale	5,025
Deferred Tax Assets, Net, Noncurrent	12,897	14,829
Other Assets	19,706	18,015
Property, Plant and Equipment:
Land	22,430	20,971
Buildings and Improvements	204,944	200,739
Machinery and Equipment	359,927	347,169
Property, Plant and Equipment	587,301	568,879
Accumulated Depreciation, Depletion and Amortization	398,464	383,322
Property, Plant and Equipment, Net	188,837	185,557
Total Assets	895,327	806,448
Current Liabilities:
Notes Payable	402	9,903
Accounts Payable	67,410	68,859
Accrued Vacation	11,792	11,347
Accrued Payroll	9,438	6,344
Other Accrued Expenses	27,627	23,732
Income Taxes Payable	2,974	1,787
Current Portion of Long-Term Debt and Capital Lease Obligations	279,815	2,530
Liabilities Current	399,458	124,502
Long-Term Debt, Less Current Portion	35,967	271,634
Pension	37,798	54,960
Deferred Income Taxes, Net		0
Other Long-Term Liabilities	11,942	3,622
Long-term capital lease obligations	4,988
Total Liabilities	490,153	454,718
Stockholders' Equity:
Preferred Stock	1,344	2,119
Common Stock	3,023	3,010
Additional Paid-in Capital	97,373	96,578
Treasury Stock, at cost	(65,709)	(61,277)
Accumulated Other Comprehensive Loss	(28,396)	(31,804)
Retained Earnings	397,539	343,104
Total Stockholders' Equity	405,174	351,730
Total Liabilities and Stockholders Equity	$ 895,327	$ 806,448

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2016	Mar. 31, 2015
Statement Of Financial Position [Abstract]
Allowance for Doubtful Accounts Receivable, Current	$ 111	$ 145

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Cash Flows from Operating Activities:
Net (Loss) Earnings	$ 54,458,000	$ 9,899,000	$ 13,779,000
Adjustments to Reconcile Net (Loss) Earnings to Net Cash Used in Operations:
Depreciation & Amortization	21,737,000	21,834,000	23,281,000
Gain on the Sale of Assets	(432,000)	2,000	(325,000)
Deferred Income Tax Expense (Benefit)	(533,000)	(612,000)	(3,798,000)
Impairment Provision and Other Expenses	10,302,000	264,000	341,000
Earnings from equity investment	48,000	(628,000)	0
Changes in Operating Assets and Liabilities (Net of Acquisition):
Accounts Receivable	1,289,000	6,373,000	1,276,000
Inventories	(52,185,000)	(21,162,000)	28,320,000
Other Current Assets	12,544,000	6,155,000	(8,295,000)
Income Taxes	2,246,000	874,000	(3,187,000)
Accounts Payable, Accrued Expenses and Other Liabilities	(10,316,000)	(3,567,000)	4,236,000
Net Cash Provided by (Used in) Operations	39,158,000	19,432,000	55,628,000
Cash Flows from Investing Activities:
Payments to Acquire Property, Plant and Equipment	9,864,000	26,213,000	17,027,000
Proceeds from the Sale of Assets	1,026,000	337,000	998,000
Cash Paid for Acquisition (Net of Cash Acquired)	(38,795,000)		0
Purchase equity method investment	0	16,242,000
Net Cash Provided by (Used in) Investing Activities	(47,633,000)	(42,118,000)	(16,029,000)
Cash Flow from Financing Activities:
Long-Term Borrowing	355,932,000	384,510,000	393,972,000
Payments on Long-Term Debt	(333,382,000)	(328,862,000)	(445,642,000)
(Payments) Borrowings on Notes Payable	(9,501,000)	(2,352,000)	12,255,000
Other	(305,000)	(312,000)	248,000
Purchase of Treasury Stock	(6,252,000)	(33,506,000)	(674,000)
Dividends	(23,000)	(23,000)	(23,000)
Net Cash Provided by (Used in) Financing Activities	6,469,000	19,455,000	(39,864,000)
Net Increase (Decrease) in Cash and Cash Equivalents	(2,006,000)	(3,231,000)	(265,000)
Cash and Cash Equivalents, Beginning of the Period	10,608,000	13,839,000	14,104,000
Cash and Cash Equivalents, End of the Period	8,602,000	10,608,000	13,839,000
Cash Paid During the Year
Interest Paid	6,820,000	5,116,000	6,586,000
Income Taxes Paid	24,108,000	$ 6,003,000	$ 10,695,000
Noncash Transactions
Property, plant and equipment issued under capital lease	$ 5,313,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($)	Total	Preferred Stock [Member]	Common Stock [Member]	Additional Paid In Capital [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income [Member]	Retained Earnings [Member]
Balance at Mar. 31, 2013		$ 5,422,000	$ 2,955,000	$ 93,069,000	$ (31,204,000)	$ (22,548,000)	$ 319,472,000
Net (Loss) Earnings	$ 13,779,000						13,779,000
Cash dividends paid on preferred stock							(23,000)
Equity incentive program				100,000
Stock issued for bonus program				4,000
401 (k) match stock amount					1,984,000
Treasury stock purchased					(674,000)
Stock conversion		(90,000)	3,000	87,000
Change in pension and post retirement benefits adjustment (net of tax)	(11,296,000)					11,296,000
Balance at Mar. 31, 2014		5,332,000	2,958,000	93,260,000	(29,894,000)	(11,252,000)	333,228,000
Net (Loss) Earnings	9,899,000						9,899,000
Cash dividends paid on preferred stock							(23,000)
Equity incentive program				100,000
Stock issued for bonus program			1,000	56,000
401 (k) match stock amount	2,200,000				2,123,000
Treasury stock purchased					(33,506,000)
Stock conversion		(3,213,000)	51,000	3,162,000
Change in pension and post retirement benefits adjustment (net of tax)	20,552,000					(20,552,000)
Balance at Mar. 31, 2015	351,730,000	2,119,000	3,010,000	96,578,000	(61,277,000)	(31,804,000)	343,104,000
Net (Loss) Earnings	54,458,000						54,458,000
Cash dividends paid on preferred stock	(23,000)						(23,000)
Equity incentive program				33,000
401 (k) match stock amount	1,800,000				1,820,000
Treasury stock purchased					(6,252,000)
Stock conversion		(775,000)	13,000	762,000
Change in pension and post retirement benefits adjustment (net of tax)	(3,408,000)					3,408,000
Balance at Mar. 31, 2016	$ 405,174,000	$ 1,344,000	$ 3,023,000	$ 97,373,000	$ (65,709,000)	$ (28,396,000)	$ 397,539,000

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parentheticals) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Change in pension and post retirement benefits adjustment tax	$ 2,179	$ 13,140	$ 7,222

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (preferred stock common stock) - USD ($) $ in Thousands	Total	6% Cumulative Preferred Stock [Member]	10% Nonredeemable Convertible Preferred Stock [Member]	Participating Preferred Stock [Member]	2003 Series Participating Preferred Stock [Member]	Common Class A Member	Common Class B Member
Preferred Stock, Shares Outstanding		200,000	807,240	90,826	50,500
Common Stock, Shares, Outstanding						7,926,280	1,967,958
Preferred Stock	$ 2,119
Common Stock	3,010
Preferred Stock, Dividend Rate, Percentage		6.00%	10.00%
Preferred Stock, Par or Stated Value Per Share		$ 0.25	$ 0.025	$ 0.025	$ 0.025
Common Stock Par Or Stated Value Per Share						$ 0.25	$ 0.25
Preferred Stock, Shares Authorized		200,000	1,400,000	90,826	500
Common Stock, Shares Authorized						20,000,000	10,000,000
Preferred Stock, Shares Outstanding		200,000	807,240	90,826	500
Common Stock, Shares, Outstanding						7,918,069	1,894,599
Preferred Stock	1,344	$ 50	$ 202	$ 1,084	$ 8
Common Stock	$ 3,023					$ 2,519	$ 504

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Basis Of Presentation Policies

12 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Significant Accounting Policies

Seneca Foods Corporation and Subsidiaries

1. Summary of Significant Accounting Policies

Nature of Operations — Seneca Foods Corporation (the “Parent Company”) and subsidiaries (the “Company”) conducts its business almost entirely in food packaging, operating 28plants and 32 warehouses in ten states. The Company markets private label and branded packaged foods to retailers and institutional food distributors.

Principles of Consolidation — The consolidated financial statements include the accounts for the Parent Company and all of its wholly-owned subsidiaries after elimination of intercompany transactions, profits, and balances.

Revenue Recognition — Sales and related cost of product sold are recognized when legal title passes to the purchaser, which is primarily upon shipment of products. When customers, under the terms of specific orders, request that the Company invoice but hold the goods (“Bill and Hold”) for future shipment, the Company recognizes revenue when legal title to the finished goods inventory passes to the purchaser. Generally, the Company receives cash from the purchaser when legal title passes. During the years ended March 31, 2016 and 2015, the Company sold for cash, on a bill and hold basis, $126.1 million and $138.6 million, respectively, of Green Giant finished goods inventory. At the time of the sale of the Green Giant vegetables, title of the specified inventory transferred. The Company believes it has met the criteria required by the accounting standards for Bill and Hold treatment. As of March 31, 2016, $58.8 million of 2016 product remained unshipped.

Trade promotions are an important component of the sales and marketing of the Company’s branded products, and are critical to the support of the business. Trade promotion costs, which are recorded as a reduction of sales, include amounts paid to retailers for shelf space, to obtain favorable display positionsand to offer temporary price reductions for the sale of our products to consumers. Accruals for trade promotions are recorded primarily at the time of sale to the retailer based on expected levels of performance. Settlement of these liabilities typically occurs in subsequent periods primarily through an authorized process for deductions taken by a retailer from amounts otherwise due to the Company. As a result, the ultimate cost of a trade promotion program is dependent on the relative success of the events and the actions and level of deductions taken by retailers. Final determination of the permissible deductions may take extended periods of time.

Concentration of Credit Risk — Financial instruments that potentially subject the Company to credit risk consist of trade receivables and interest-bearing investments. Wholesale and retail food distributors comprise a significant portion of the trade receivables; collateral is generally not required. A relatively limited number of customers account for a large percentage of the Company’s total sales. GMOL sales represented 11%, 13% and 13% of net sales in each of 2016, 2015 and 2014, respectively. The top ten customers, including GMOL, represented approximately 48%, 49% and 50% of net sales for 2016, 2015 and 2014, respectively. The Company closely monitors the credit risk associated with its customers. The Company places substantially all of its interest-bearing investments with financial institutions and monitors credit exposure. Cash and short-term investments in certain accounts exceed the federal insured limit; however, the Company has not experienced any losses in such accounts.

Cash Equivalents — The Company considers all highly liquid instruments purchased with an original maturity of three months or less as cash equivalents.

Fair Value of Financial Instruments—The carrying values of cash and cash equivalents (Level 1), accounts receivable, short-term debt (Level 2) and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. See Note 9, Fair Value of Financial Instruments, for a discussion of the fair value of long-term debt.

The three-tier value hierarchy is utilized to prioritize the inputs used in measuring fair value. The hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobserved inputs (Level 3). The three levels are defined as follows:

• Level 1- Quoted prices for identical instruments in active markets.
• Level 2- Quoted prices for similar instruments; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable.
• Level 3- Model-derived valuations in which one or more inputs or value-drivers are both significant to the fair value measurement and unobservable.

Deferred Financing Costs — Deferred financing costs incurred in obtaining debt are amortized on a straight-line basis over the term of the debt, which is not materially different than using the effective interest rate method. As of March 31, 2016, there were $0.1 millionof unamortized financing cost included in other current assets and $0.1 million of unamortized financing costs included in other assetson the Consolidated Balance Sheets.

Inventories — Substantially all inventories are stated at the lower of cost; determined under the last-in, first-out (“LIFO”) method; or market.

Income Taxes — The provision for income taxes includes federal and state income taxes currently payable and those deferred because of temporary differences between the financial statement and tax basis of assets and liabilities and tax credit carryforwards. The Company uses the flow-through method to account for its investment tax credits.

The Company evaluates the likelihood of realization of its net deferred income tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are the Company’s forecast of future taxable income, the projected reversal of temporary differences and available tax planning strategies that could be implemented to realize the net deferred income tax assets.

Current rules on the accounting for uncertainty on income taxes prescribe a minimum recognition threshold for a tax position taken or expected to be taken in a tax return that is required to be met before being recognized in the financial statements. Those rules also provide guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes interest and penalties accrued on unrecognized tax benefits as well as interest received from favorable settlements within income tax expense.

Shipping and Handling Costs — The Company includes all shipping and handling costs billed to customers in net sales and the corresponding costs in cost of products sold. The shipping and handling costs billed to customers in net sales were $38.3 million, $38.8 million and $41.3 million in 2016, 2015, and 2014, respectively.

Advertising Costs — Advertising costs are expensed as incurred. Advertising costs charged to operations were $2.0 million, $1.7 million and $1.5 million in 2016, 2015 and 2014, respectively.

Accounts Receivable and Doubtful Accounts— Accounts receivable is stated at invoice value, which is net of any off invoice promotions.  A provision for doubtful accounts is recorded based upon an assessment of credit risk within the accounts receivable portfolio, experience of delinquencies (accounts over 15 days past due) and charge-offs (accounts removed from accounts receivable for expectation of non-payment), and current market conditions. Management believes these provisions are adequate based upon the relevant information presently available.

Earnings per Common Share — The Company has three series of convertible preferred stock, which are deemed to be participating securities that are entitled to participate in any dividend on Class A common stock as if the preferred stock had been converted into common stock immediately prior to the record date for such dividend. Basic earnings per share for common stock is calculated using the “two-class” method by dividing the earnings attributable to common stockholders by the weighted average of common shares outstanding during the period. Restricted stock is included in all earnings per share calculations.

Diluted earnings per share is calculated by dividing earnings attributable to common stockholders by the sum of the weighted average common shares outstanding plus the dilutive effect of convertible preferred stock using the “if-converted” method, which treats the contingently-issuable shares of convertible preferred stock as common stock.

Years ended March 31,		2016		2015		2014
		(In thousands, except per share amounts)
Basic
Net earnings	$	54,458	$	9,899	$	13,779
Deduct preferred stock dividends		23		23		23
Undistributed earnings		54,435		9,876		13,756
Earnings attributable to participating
preferred shareholders		544		160		438
Earnings attributable to common
shareholders	$	53,891	$	9,716	$	13,318
Weighted average common shares
outstanding		9,878		10,690		10,747
Basic earnings per common share	$	5.46	$	0.91	$	1.24
Diluted
Earnings attributable to common
shareholders	$	53,891	$	9,716	$	13,318
Add dividends on convertible
preferred stock		20		20		20
Earnings attributable to common
stock on a diluted basis	$	53,911	$	9,736	$	13,338
Weighted average common shares
outstanding-basic		9,878		10,690		10,747
Additional shares to be issued related to
the equity compensation plan		3		5		5
Additional shares to be issued under
full conversion of preferred stock		67		67		67
Total shares for diluted		9,948		10,762		10,819
Diluted earnings per share	$	5.42	$	0.90	$	1.23

Depreciation and Valuation — Property, plant, and equipment are stated at cost. Interest incurred during the construction of major projects is capitalized. For financial reporting, the Company provides for depreciation on the straight-line method at rates based upon the estimated useful lives of the various assets. Depreciation was $21.4million, $21.5million, and $22.9million in 2016, 2015, and 2014, respectively. The estimated useful lives are as follows: buildings and improvements — 30 years; machinery and equipment — 10-15 years; computer software — 3-5 years; vehicles — 3-7 years; and land improvements — 10-20 years. The Company assesses its long-lived assets for impairment whenever there is an indicator of impairment. Impairment losses are evaluated if the estimatedundiscounted cash flows from using the assets are less than carrying value. A loss is recognized when the carrying value of an asset exceeds its fair value. There were $5.1million of impairment losses in 2016 included in Plant Restructuring (see Note 14, Plant Restructuring). There were no significant impairment losses in 2015 and 2014.

Use of Estimates in the Preparation of Financial Statements — The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the related revenues and expenses during the reporting period. Actual amounts could differ from those estimated.

Recently Issued Accounting Standards — In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard will be effective for the Company on April 1, 2018 (beginning of fiscal 2019). Early adoption is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. The Company does not anticipate a material impact on the Company's financial position, results of operations or cash flows as a result of this change.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes which requires that all deferred tax liabilities and assets of the same tax jurisdiction or a tax filing group, as well as any related valuation allowance, be offset and be presented as a single noncurrent amount in a classified balance sheet. This standard is effective for the Company for fiscal years beginning after December 15, 2017 (beginning of fiscal 2019). Early adoption is permitted. The Company adopted this standard during 2016 on a prospective basis. Prior periods were not retrospectively adjusted.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.The new standard is effective for fiscal years beginning after December 15, 2018 (beginning fiscal 2020), including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.While we are still evaluating the impact of our pending adoption of the new standard on our consolidated financial statements, we expect that upon adoption we will recognize ROU assets and lease liabilities and that the amounts could be material.

Reclassifications — Certain previously reported amounts have been reclassified to conform to the current period classification

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Acquisitions

12 Months Ended

Mar. 31, 2016

Acquisitions [Abstract]

Business Combination Disclosure Text Block

2. Acquisitions

In October 2015, the Company completed the acquisition of 100% of the stock of Gray & Company. The business, based in Hart, Michigan, is a processor of maraschino cherries and a provider of glace or candied fruit products. This acquisition includes a plant in Dayton, Oregon. The purchase price was approximately $23.8 million (net of cash acquired) plus the assumption of certain liabilities. In conjunction with the closing, the Company paid off $12.0 million of liabilities acquired. The rationale for the acquisition was twofold: (1) the business is a complementary fit with the existing business and (2) it provides an extension of the Company’s product offerings. This acquisition was financed with proceeds from the Company's revolving credit facility. The purchase price to acquire Gray & Company was allocated based on the internally developed preliminary fair value of the assets acquired and liabilities assumed and the independent valuation of inventory, intangibles, and property, plant, and equipment. The purchase price of $23.8 million has been allocated as follows (in thousands):

Purchase Price (net of cash received)	$	23.8
Allocated as follows:
Current assets	$	36.6
Other long-term assets		1.4
Property, plant and equipment		13.7
Deferred taxes		(7.7)
Current liabilities		(16.0)
Other long-term liabilities		(4.2)
Total	$	23.8

In February 2016, the Company completed the acquisition of 100% of the stock of Diana Fruit Co., Inc. The business, based in Santa Clara, California, is a processor of maraschino cherries and cherries for fruit cocktail. The purchase price was approximately $15.0 million (net of cash acquired) plus the assumption of certain liabilities. In conjunction with the closing, the Company paid off $1.4 million of liabilities acquired. The rationale for the acquisition was the business is a complementary fit with the recent acquisition of Gray & Company. This acquisition was financed with proceeds from the Company's revolving credit facility. The purchase price to acquire Diana was allocated based on the internally developed preliminary fair value of the assets acquired and liabilities assumed and the preliminary independent valuation of inventory, intangibles, and property, plant, and equipment. The purchase price of $15.0 million has been allocated as follows (in thousands):

Purchase Price (net of cash received)	$	15.0
Allocated as follows:
Current assets	$	16.8
Other long-term assets		0.5
Property, plant and equipment		0.9
Deferred taxes		0.4
Current liabilities		(3.6)
Total	$	15.0

The Company’s Consolidated Statement of Net Earnings for the year ended March 31, 2016 includes five months of the acquired Gray & Company and one month of Diana Fruit operating results which amounted to Net Sales of $25.5 million and Net Loss of $1.7million. If Gray and Diana had been acquired at the beginning of the year ended March 31, 2015, total Net Sales would be $1,324.8 million (unaudited) for 2016 and $1,363.7 million (unaudited) for 2015 and Net Earnings would have been $54.2 million (unaudited) for 2016 and $8.6 million (unaudited) for 2015.

In April 2014, the Company purchased a 50% equity interest in Truitt Bros. Inc. ("Truitt") for $16.2 million. The purchase agreement grants the Company the right to acquire the remaining 50% ownership of Truitt in the future under certain conditions. Truitt is known for its industry innovation related to packing shelf stable foods in trays, pouches and bowls. Truitt has two state-of-the-art plants located in Oregon and Kentucky. This investment is included in Other Assets in the Consolidated Balance Sheets as of March 31, 2016 and is accounted for using the equity method of accounting.

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Short-Term Borrowings

12 Months Ended

Mar. 31, 2016

Debt Instruments [Abstract]

Debt Disclosure Text Block

3. Short-Term Borrowings

The Company completed the closing of a five-year revolving credit facility (“Revolver”) on July 20, 2011. During 2016, the Company exercised $75.0 million for the in-season facility and $100.0 million for the off-season facility of the remaining $150.0 million accordion feature of its existing revolving credit facility pursuant to the Second Amended and Restated Loan and Security Agreement dated July 20, 2011. Maximum borrowings under the Revolver total $400.0 million from April through July and $475.0 million from August through March.  The Revolver balance as of March 31, 2016 was $271.6 million and is included in Current Portion of Long-Term Debt in the accompanying Consolidated Balance Sheet due to the Revolver’s July 20, 2016 maturity, with a weighted average interest rate of 1.95% (LIBOR plus a spread). The Revolver is secured by accounts receivable and inventories with a carrying value of $644.6 million. The Company had $13.2 million and $11.0 million of outstanding standby letters of credit as of March 31, 2016 and 2015, respectively, which reduces borrowing availability under the Revolver. See Note 4, Long-Term Debt, for additional comments related to the Revolver.

The Company is in the process of negotiating a replacement line of credit that is expected to be in place prior to the maturity of the existing Revolver. Although subject to change, the agreement being negotiated provides for a five-year term, a $400.0 million facility amount that is seasonally adjusted to $500.0 million, and interest based upon LIBOR-based spread. Closing of this new credit facility is subject to normal and customary documentation and closing conditions.

During 2016 and 2015, the Company entered into some interim lease notes which financed down payments for various equipment orders at market rates. As of March 31, 2016, these interim notes had not been converted into operating leases since the equipment was not yet delivered. These notes, which total $0.4 million and $9.9 million as of March 31, 2016 and2015, respectively, are included in notes payable in the accompanying Consolidated Balance Sheets. These notes are expected to be converted into operating leases within the next twelve months. Until then, they bear interest at an annual rate of1.94% in 2016 and 1.67% in 2015.

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Long-Term Debt

12 Months Ended

Mar. 31, 2016

Long-term Debt, Unclassified [Abstract]

Long-term Debt [Text Block]

4. Long-Term Debt
		2016		2015
		(In thousands)
Revolving credit facility,
1.95% and 1.92%, due through 2017	$	271,592	$	233,000
Secured Industrial Revenue Development Bonds,
3.02%, and 2.97%, due through 2029		22,630		22,630
Secured promissory note,
6.98%, due through 2022		12,114		13,769
Lease financing obligations,
2.62%, due through 2020		5,313		-
Secured promissory note,
6.35%, due through 2020		2,474		3,122
2.00%, due through 2021		1,200		1,398
Other		216		245
		315,539		274,164
Less current portion		279,572		2,530
		35,967		271,634

See Note 3, Short-Term Borrowings, for discussion of the Revolver.

The Company’s debt agreements, including the Revolver, contain covenants that restrict the Company’s ability to incur additional indebtedness, pay dividends on the Company’s capital stock, make other restricted payments, including investments, sell the Company’s assets, incur liens, transfer all or substantially all of the Company’s assets and enter into consolidations or mergers. The Company’s debt agreements also require the Company to meet certain financial covenants, including a minimum fixed charge coverage ratio. The Revolver also contains borrowing base requirements related to accounts receivable and inventories. These financial requirements and ratios generally become more restrictive over time and are subject to allowances for seasonal fluctuations. The most restrictive financial covenant in the debt agreements is the fixed charge coverage ratio within the Master Reimbursement Agreement with Wells Fargo, which relates to the Secured Industrial Revenue Development Bonds. In connection with the Company’s decision to adopt the LIFO method of inventory accounting, effective December 30, 2007, the Company executed amendments to its debt agreements, which enable the Company to compute its financial covenants as if the Company were on the FIFO method of inventory accounting.The Company was in compliance with all such financial covenants as of March 31, 2016.

The Company's debt agreements limit the payment of dividends and other distributions. There is an annual total distribution limitation of $50,000, less aggregate annual dividend payments totaling $23,000 that the Company presently pays on two outstanding classes of preferred stock.

The Company has four outstanding Industrial Revenue Development Bonds (“IRBs”), totaling $22.6million that are secured by direct pay letters of credit. The interest rates shown for these IRBs in the table above reflect the costs of the direct pay letters of credit and amortization of other related costs of those IRBs.A Master Reimbursement Agreement with Wells Fargo, which provides for the direct pay letters of credit, expires in July 2016.

The Company entered into sale-leaseback transaction that did not qualify for sale-leaseback accounting due to certain forms of continuing involvement and, as a result, the lease was classified as a financing transaction in the Company’s consolidated financial statements. Under the financing method, the assets remain on the consolidated balance sheet and the net proceeds received by the Company from these transactions are recorded as a lease financing liability. Payments under these leases are applied as payments of imputed interest and deemed principal on the underlying financing obligations. This lease generally provides for an initial term of 10 years with a nine year buyout option.

On August 1, 2013, the Company paid a final $36.7 million principal payment due on a secured note payable to John Hancock Life Insurance Company.

The carrying value of assets pledged for secured debt, including the Revolver, is $752.8 million.

Debt repayment requirements for the next five fiscal years are (in thousands):

Years ending March 31:
2017	$	279,572
2018		7,904
2019		3,034
2020		2,531
2021		7,019
Thereafter		15,479
Total	$	315,539

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Operating Leases

12 Months Ended

Mar. 31, 2016

Leases, Operating [Abstract]

Operating Leases Of Lessor Disclosure Text Block

5. Leases

The Company had a new capital lease in fiscal 2016 and no capital leases as of March 31, 2015. The new capital lease is a building lease that bears an interest rate of 5.2%. The cost is $5.3 million and the accumulated amortization is $0.1 million.

Leased assets under capital leases consist of the following:

	2016	2015
Land	-	-
Buildings	5,313	-
Equipment	-	-
	5,313	-
Less accumulated amortization	89	-
	5,224	-

The Company has operating leases expiring at various dates through 2030. Operating leases generally provide for early purchase options one year prior to expiration.

The following is a schedule, by year, of minimum operating and capital lease payments due as of March 31, 2016 (in thousands):

Years ending March 31:		Operating		Capital
2017	$	43,392	$	507
2018		38,649		507
2019		33,746		507
2020		28,784		507
2021		22,379		507
2022-2030		28,918		4,943
Total minimum payment required	$	195,868	$	7,478
Less interest				2,247
Present value of minimum lease payments				5,231
Amount due within one year				243
Long-term capital lease obligation			$	4,988

Lease expense in fiscal 2016, 2015 and 2014 was $51.4 million, $49.6million and $43.9million, respectively.

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Income Tax Disclosure

12 Months Ended

Mar. 31, 2016

Income Tax Disclosure [Abstract]

Income Tax Disclosure Text Block

6. Income Taxes
The Company files a consolidated federal and various state income tax returns. The provision for income taxes is as follows:
		2016		2015		2014
		(In thousands)
Current:
Federal	$	24,579	$	4,380	$	7,238
State		1,953		453		123
		26,532		4,833		7,361
Deferred:
Federal		(689)		(925)		(3,231)
State		156		313		(567)
		(533)		(612)		(3,798)
Total income taxes	$	25,999	$	4,221	$	3,563

A reconciliation of the expected U.S. statutory rate to the effective rate follows:
	2016		2015		2014
Computed (expected tax rate)	35.0	%	35.0	%	35.0	%
State income taxes (net of federal tax benefit)	2.7		2.9		3.4
State tax credits	(0.9)		(8.7)		(1.6)
Federal credits	(0.4)		(2.4)		(3.6)
Manufacturer’s deduction	(3.9)		(5.0)		(4.6)
(Reversal of) addition to uncertain tax positions	0.2		(1.0)		(0.8)
State VDA/Nexus Changes	-		-		(1.7)
Other permanent differences not deductible	(0.2)		0.7		0.5
Change in valuation allowance	0.1		9.9		(2.1)
Tax effect of pension contribution	-		-		0.4
Other	(0.3)		(1.5)		(4.4)
Effective income tax rate	32.3	%	29.9	%	20.5	%

The effective tax rate was 32.3% in 2016 and 29.9% in 2015. Of the 2.4 percentage point increase in the effective tax rate for the year, the major contributor to this increase is with the federal credits for Research and Development, Work Opportunity Tax Credit and fuel.  These credits are largely fixed and with the significant increase in pre-tax earnings for 2016, these credits are a smaller percentage of pre-tax earnings in comparison to 2015.  This accounts for 2.0 percent of the increase.

The following is a summary of the significant components of the Company's deferred income tax assets and liabilities as of March 31:

		2016		2015
		(In thousands)
Deferred income tax assets:
Future tax credits	$	3,807	$	4,021
Inventory valuation		-		2,348
Employee benefits		3,174		3,009
Insurance		881		816
Other comprehensive loss		18,154		20,335
Interest		21		46
Prepaid revenue		571		701
Other		2,804		1,364
Pension		-		1,372
Severance		3		256
		29,415		34,268
Deferred income tax liabilities:
Property basis and depreciation difference		9,330		9,129
481(a) adjustment		880		1,281
Inventory valuation		1,247		-
Intangibles		235		-
Earnings from equity investment		69		245
Pension		2,896		-
		14,657		10,655
Valuation allowance - non-current		1,861		1,787
Net deferred income tax asset	$	12,897	$	21,826

Net current deferred income tax assets of none and $7.0 million as of March 31, 2016 and 2015, respectively, are recognized in the Consolidated Balance Sheets. Also recognized are net non-current deferred income tax assets of $12.9 million as of March 31, 2016 and net non-current deferred income tax liabilities of $14.8 million as of March 31, 2015.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes which requires that all deferred tax liabilities and assets of the same tax jurisdiction or a tax filing group, as well as any related valuation allowance, be offset and be presented as a single noncurrent amount in a classified balance sheet. This standard is effective for the Company for fiscal years beginning after December 15, 2017 (beginning of fiscal 2019). Early adoption is permitted. The Company adopted this standard during 2016 on a prospective basis. Prior periods were not retrospectively adjusted.

The Company has State tax credit carryforwards amounting to $1.2 million (California, net of Federal impact), $0.8 million (New York, net of Federal impact), and $1.7 million (Wisconsin, net of Federal impact), which are available to reduce future taxes payable in each respective state through 2031 (Wisconsin), through 2031 (New York), and through 2026 (California). The Company has performed the required assessment regarding the realization of deferred tax assets and at March 31, 2016, the Company has recorded a valuation allowance amounting to $1.9 million, which relates primarily to tax credit carryforwards which management has concluded it is more likely than not they will not be realized in the ordinary course of operations. Although realization is not assured, management has concluded that it is more likely than not that the deferred tax assets for which a valuation allowance was determined to be unnecessary will be realized in the ordinary course of operations. The amount of net deferred tax assets considered realizable, however, could be reduced if actual future income or income taxes rates are lower than estimated or if there are differences in the timing or amount of future reversals of existing taxable or deductible temporary differences.

Current rules on the accounting for uncertainty on income taxes prescribe a minimum recognition threshold for a tax position taken or expected to be taken in a tax return that is required to be met before being recognized in the financial statements. Those rules also provide guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company classifies the liability for uncertain tax positions in other accrued expenses or other long-term liabilities depending on their expected settlement. The change in the liability for the years ended March 31, 2016 and 2015 consists of the following:

		2016		2015
		(In thousands)
Beginning balance	$	464	$	2,273
Tax positions related to current year:
Additions		291		13
Tax positions related to prior years:
Additions		241		-
Reductions		(7)		(1,822)
Settlements		(166)		-
Lapses in statues of limitations		(129)		-
Balance as of March 31,	$	694	$	464

Neither balances at March 31, 2016 and 2015 include tax positions that are highly certain but for which there is uncertainty about the timing. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of these positions would not impact the annual effective tax rate but would accelerate the payment of cash to the tax authority to an earlier period.

The Company recognizes interest and penalties accrued on unrecognized tax benefits as well as interest received from favorable settlements within income tax expense. During the years ended March 31, 2016 and 2015, the Company recognized approximately $0.1 million decrease and $0.1 million decrease, respectively, in interest and penalties. As of March 31, 2016 and 2015, the Company had approximately $0.1 million and $0.1 million, respectively, of interest and penalties accrued associated with unrecognized tax benefits.

Although management believes that an adequate provision has been made for uncertain tax positions, there is the possibility that the ultimate resolution could have an adverse effect on the earnings of the Company. Conversely, if resolved favorably in the future, the related provisions would be reduced, thus having a positive impact on earnings. It is anticipated that audit settlements will be reached during 2017 with federal and state taxing authorities that could have an impact on earnings. Due to the uncertainty of amounts and in accordance with its accounting policies, the Company has not recorded any potential impact of these settlements.

The federal income tax returns for years after March 31, 2013 are subject to examination.

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Stockholders Equity Note

12 Months Ended

Mar. 31, 2016

Stockholders Equity Note [Abstract]

Stockholders Equity Note Disclosure Text Block

7. Stockholders’ Equity

Preferred Stock — The Company has authorized three classes of preferred stock consisting of 200,000 shares of Six Percent (6%) Voting Cumulative Preferred Stock, par value $0.25 (“6% Preferred”); 30,000 shares of Preferred Stock Without Par Value to be issued in series by the Board of Directors, none of which are currently designated or outstanding; and 8,200,000 shares of Preferred Stock with $.025 par value, Class A, to be issued in series by the Board of Directors (“Class A Preferred”). The Board of Directors has designated four series of Class A Preferred including 10% Cumulative Convertible Voting Preferred Stock—Series A (“Series A Preferred”); 10% Cumulative Convertible Voting Preferred Stock—Series B (“Series B Preferred”); Convertible Participating Preferred Stock; and Convertible Participating Preferred Stock, Series 2003.

The Convertible Participating Preferred Stock and Convertible Participating Preferred Stock, Series 2003 are convertible at the holders’ option on a one-for-one basis into shares of Class A Common Stock, subject to antidilution adjustments. These series of preferred stock have the right to receive dividends and distributions at a rate equal to the amount of any dividends and distributions declared or made on the Class A Common Stock. No dividends were declared or paid on this preferred stock in fiscal 2016, 2015 or 2014. In addition, these series of preferred stock have certain distribution rights upon liquidation. Upon conversion, shares of these series of preferred stock become authorized but unissued shares of Class A Preferred and may be reissued as part of another series of Class A Preferred. As of March 31, 2016, the Company has an aggregate of 6,708,674 shares of non-designated Class A Preferred authorized for issuance.

The Convertible Participating Preferred Stock has a liquidation preference of $12 per share and a stated value of $11.931 per share. There were 90,826 shares outstanding as of March 31, 2016 after conversions of no shares into Class A Common Stock during the year. The Convertible Participating Preferred Stock, Series 2003 was issued as partial consideration of the purchase price in the Chiquita Processed Foods acquisition. The 967,742 shares issued in that 2003 acquisition were valued at $16.60 per share which represented the then market value of the Class A Common Stock into which the preferred shares were immediately convertible. This series has a liquidation preference of $15.50 per share and has 500 shares outstanding as of March 31, 2016 after conversion of 50,000 shares into Class A Common Stock during the year.

There are 407,240 shares of Series A Preferred outstanding as of March 31, 2016 which are convertible into one share of Class A Common Stock and one share of Class B Common stock for every 20 shares of Series A Preferred. There are 400,000 shares of Series B Preferred outstanding as of March 31, 2016 which are convertible into one share of Class A Common Stock and one share of Class B Common Stock for every 30 shares of Series B preferred. There are 200,000 shares of 6% Preferred outstanding as of March 31, 2016 which are callable at their par value at any time at the option of the Company. The Company paid dividends of $20,000 on the Series A and Series B Preferred and $3,000 on the 6% Preferred during each of fiscal 2016, 2015 and 2014.

Common Stock — The Class A Common Stock and the Class B Common Stock have substantially identical rights with respect to any dividends or distributions of cash or property declared on shares of common stock, and rank equally as to the right to receive proceeds on liquidation or dissolution of the Company after payment of the Company’s indebtedness and liquidation right to the holders of preferred shares. However, holders of Class B Common Stock retain a full vote per share, whereas the holders of Class A Common Stock have voting rights of 1/20th of one vote per share on all matters as to which shareholders of the Company are entitled to vote. During 2016, there were no shares of Class B Common Stock issued in lieu of cash compensation under the Company's Profit Sharing Bonus Plan.

Unissued shares of common stock reserved for conversion privileges of designated non-participating preferred stock were 33,695 of both Class A and Class B as of March 31, 2016 and 2015. Additionally, there were91,326 and 141,326 shares of Class A reserved for conversion of the Participating Preferred Stock as of March 31, 2016 and 2015, respectively.

Treasury Stock — During 2016, the Company repurchased $2.6million, or 90,500 shares of its Class A Common Stock and $2.6 million, or 73,459 shares of its Class B Common Stock. As of March 31, 2016, there is a total of $65.7 million, or 2,281,550 shares, of repurchased stock. These shares are not considered outstanding. The Company contributed $1.8 million or 64,254 treasury shares for the 401(k) match in 2016as described in Note 8, Retirement Plans.

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Retirement Plans

12 Months Ended

Mar. 31, 2016

General Discussion Of Pension And Other Postretirement Benefits [Abstract]

Pension And Other Postretirement Benefits Disclosure Text Block

8. Retirement Plans

The Company has a noncontributory defined benefit pension plan (the “Plan”) covering all employees who meet certain age-entry requirements and work a stated minimum number of hours per year. Annual contributions are made to the Plan sufficient to satisfy legal funding requirements.

The following tables provide a reconciliation of the changes in the Plan’s benefit obligation and fair value of plan assets over the two-year period ended March 31, 2016 and a statement of the unfunded status as of March 31, 2016 and 2015:

		2016		2015
		(In thousands)
Change in Benefit Obligation
Benefit obligation at beginning of year	$	212,908	$	170,478
Service cost		10,502		8,515
Interest cost		8,902		8,236
Plan amendments		-		952
Actuarial (gain) loss		(11,340)		30,556
Benefit payments and expenses		(6,936)		(5,829)
Benefit obligation at end of year	$	214,036	$	212,908
Change in Plan Assets
Fair value of plan assets at beginning of year	$	157,948	$	154,650
Actual gain on plan assets		2,126		8,777
Employer contributions		23,100		350
Benefit payments and expenses		(6,936)		(5,829)
Fair value of plan assets at end of year	$	176,238	$	157,948
Unfunded Status	$	(37,798)	$	(54,960)

The unfunded status decreased by $17.2 million during 2016 reflecting the actual fair value of plan assets and the projected benefit obligation as of March 31, 2016. This unfunded status reduction was recognized via the actual gain on plan assets and the decrease in accumulated other comprehensive loss of $3.5 million after the income tax benefit of $2.2 million. The increase in projected benefit obligation was a function of using the full yield curve approach, an increase in the discount rate from 4.15% to 4.36% and the change to using an updated mortality table. During 2016, the Company converted to the 2006 base rates from the RP-2014 mortality study with the Blue Collar adjustment, with a generational projection of future mortality improvements from 2006 using Scale MP-2015 for calculating the pension obligation in 2016 and the related pension expense in 2017. Effective March 31, 2016, the Company elected to change the approach used to calculate the service and interest cost components of the net periodic benefit cost for it pension and postretirement benefit plans to provide a more precise measurement of service and interest costs. Historically the Company calculated the service and interest cost components utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. Going forward the new estimate utilizes a full yield curve approach in the estimation of these components by applying the specific spot rates along the yield curve used in determination of the benefit obligation to their underlying projected cash flows. The change does not affect the measurement of pension and postretirement obligations and is accounted for as a change in accounting estimate, which is applied prospectively.

Plan assets increased from $157.9 million as of March 31, 2015 to $176.2 million as of March 31, 2016 due to a continued recovery in market conditions and the $23.1 million contribution by the Company. The Company made this contribution to maintain its funding status at an acceptable level.

		2016		2015
		(In thousands)
Amounts Recognized in Accumulated Other
Comprehensive Pre-Tax Loss
Prior service cost	$	(843)	$	(952)
Net loss		(45,248)		(50,883)
Accumulated other comprehensive pre-tax loss	$	(46,091)	$	(51,835)

		Pension and
		post retirement plan
		adjustments, net
		of tax
		(In thousands)
Accumulated Other Comprehensive Loss
Balance at March 31, 2015	$	(31,804)
Other comprehensive loss before reclassifications		3,408
Reclassified from accumulated other comprehensive loss		-
Net current period other comprehensive loss		3,408
Balance at March 31, 2016	$	(28,396)

The following table provides the components of net periodic benefit cost for the Plan for fiscal years 2016, 2015, and 2014:
		2016		2015		2014
		(In thousands)
Service cost	$	10,502	$	8,515	$	7,752
Interest cost		8,902		8,236		7,592
Expected return on plan assets		(11,685)		(11,360)		(9,938)
Amortization of net loss		3,854		350		2,434
Prior service cost		109		-		-
Net periodic benefit cost	$	11,682	$	5,741	$	7,840

The Plan’s accumulated benefit obligation was $195.3million at March 31, 2016, and $188.5million at March 31, 2015.

Prior service costs are amortized on a straight-line basis over the average remaining service period of active participants. Gains and losses in excess of 10% of the greater of the benefit obligation and the market-related value of assets are amortized over the average remaining service period of active participants.

The assumptions used to measure the Company’s benefit obligation and pension expense are shown in the following table:

	2016		2015
Discount rate - projected benefit obligation	4.36	%	4.15	%
Discount rate - pension expense	4.15	%	4.85	%
Expected return on plan assets	7.25	%	7.25	%
Rate of compensation increase	3.00	%	3.00	%

The Company's plan assets consist of the following:
	Target		Percentage of Plan
	Allocation		Assets at March 31,
	2017		2016		2015
Plan Assets
Equity securities	99	%	99	%	97	%
Debt securities	-		-		-
Real estate	-		-		-
Cash	1		1		3
Total	100	%	100	%	100	%

All securities, which are valued at fair market value, are considered to be level 1, due to the active public market.

		2016		2015
		Market Value		Market Value
		(In thousands)
Assets by Industry Type
Asset Category
Cash and cash equivalents:
Money market funds	$	1,497	$	5,545
Total cash and cash equivalents		1,497		5,545
Common equity securities:
Materials		9,379		5,460
Industrials		30,355		33,813
Telecommunication services		9,325		11,393
Consumer staples		33,048		23,410
Energy		14,658		15,062
Financials		34,891		32,808
Health Care		10,538		7,503
Information technology		9,681		5,608
Utilities		22,866		17,346
Total common equity securities		174,741		152,403
Total assets	$	176,238	$	157,948

Expected Return on Plan Assets

The expected long-term rate of return on Plan assets is 7.25%. The Company expects 7.25% to fall within the 40-to-50 percentile range of returns on investment portfolios with asset diversification similar to that of the Plan’s target asset allocation.

Investment Policy and Strategy

The Company maintains an investment policy designed to achieve a long-term rate of return, including investment income through dividends and equity appreciation, sufficient to meet the actuarial requirements of the Plan. The Company seeks to accomplish its return objectives by prudently investing in a diversified portfolio of public company equities with broad industry representation seeking to provide long-term growth consistent with the performance of relevant market indices, as well as maintain an adequate level of liquidity for pension distributions as they fall due. The strategy of being fully invested in equities has historically provided greater rates of return over extended periods of time. The Company’s gain on plan assets during 2016 was 1.4% as compared to the S&P 500 unaudited loss (including dividends) of (1.3)%. Plan assets include Company common stock with a fair market value of $18.4million as of March 31, 2016 and $14.4 million as of March 31, 2015.

Cash Flows

Expected contributions for fiscal year ending March 31, 2017 (in thousands):

Expected Employer Contributions $ - Expected Employee Contributions -

Estimated future benefit payments reflecting expected future
service for the fiscal years ending March 31 (in thousands):
2017	$	6,799
2018		7,394
2019		7,964
2020		8,577
2021		9,324
2022-2024		57,417

401(k) Plans

The Company also has employees’ savings 401(k) plans covering all employees who meet certain age-entry requirements and work a stated minimum number of hours per year. Participants may make contributions up to the legal limit. The Company’s matching contributions are discretionary. Costs charged to operations for the Company’s matching contributions amounted to $1.8 million, $2.3 million, and $2.3million in fiscal 2016, 2015, and 2014, respectively. In fiscal 2016, the matching contribution included $1.8 million of treasury stock. In fiscal 2015, the matching contribution included $2.2 million of treasury stock and $0.1 million of cash match. The stock portion of the matching contribution is valued at current market value while the treasury stock is valued at cost.

Multi-employer Plan

The Company contributes to the Teamsters California State Council of Cannery and Food Processing Unions, International Brotherhood of Teamsters Pension Fund (Western Conference of Teamsters Pension Plan# 91-6145047/001) ("Teamsters Plan") under the terms of a collective-bargaining agreement with some of its Modesto, California employees. The term of the current collective bargaining agreement is June 1, 2015 through June 30, 2018.

For the fiscal years ended March 31, 2016, March 31, 2015 and March 31, 2014, contributions to the Teamsters Plan were $2.5million, $2.4 million and $2.4 million, respectively. The contributions to this plan are paid monthly based upon the number of hours worked by covered employees. They represent less than 5% of the total contributions received by this plan during the most recent plan year.

The risks of participating in multi-employer plans are different from single-employer plans in the following aspects: (a) assets contributed to a multi-employer plan by one employer may be used to provide benefits to employees of other participating employers, (b) if a participating employer stops contributing to the multi-employer plan, the unfunded obligations of the plan may be borne by the remaining participating employers and (c) if the Company chooses to stop participating in the plan, the Company may be required to pay a withdrawal liability based on the underfunded status of the plan.

The Teamsters Plan received a Pension Protection Act “green” zone status for the plan year beginningJanuary 1, 2015. The zone status is based on information the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the green zone are at least 80 percent funded.

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Fair Value Measurements

12 Months Ended

Mar. 31, 2016

Fair Value Measurements [Abstract]

Fair Value Disclosures Text Block

9. Fair Value of Financial Instruments
The carrying amount and estimated fair values of the Company's debt are summarized as follows:
		2016				2015
		Carrying		Estimated		Carrying		Estimated
		Amount		Fair Value		Amount		Fair Value
		(In thousands)
Long-term debt, including
current portion	$	315,539	$	315,478	$	274,164	$	274,999
Capital leases, including
current portion	$	5,231	$	5,076	$	-	$	-

The estimated fair value for long-term debt and capital leases is determined by the quoted market prices for similar debt (comparable to the Company’s financial strength) or current rates offered to the Company for debt with the same maturities which is Level 2 from the fair value hierarchy. Since quoted prices for identical instruments in active markets are not available (Level 1), the Company makes use of observable market based inputs to calculate fair value, which is Level 2.

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Inventories

12 Months Ended

Mar. 31, 2016

Inventories:

Inventory Disclosure [Text Block]

10. Inventories

Effective December 30, 2007 (beginning of 4th quarter of Fiscal Year 2008), the Company changed its inventory valuation method from the lower of cost, determined under the FIFO method, or market to the lower of cost, determined under the LIFO method, or market. In the high inflation environment that the Company was experiencing, the Company believed that the LIFO inventory method was preferable over the FIFO method because it better compares the cost of current production to current revenue. The effect of LIFO was to increase net earnings by $16.1 million in 2016, reduce net earnings by $6.9 million in 2015, and reduce net earnings by $13.2 million in 2014, compared to what would have been reported using the FIFO inventory method. The increase in earnings per share was $1.62 ($1.60 diluted) in 2016, reduce earnings per share was $0.64 ($0.63 diluted) in 2015, and reduce earnings per share was $1.19 ($1.19 diluted) in 2014.During 2014, certain inventory quantities accounted for on the LIFO method were reduced, resulting in the liquidation of certain quantities carried at costs prevailing in prior years. The impact on net earnings of these liquidations was no impact in 2016 and 2015, and an increase of $4.8million during 2014. The inventories by category and the impact of using the LIFO method are shown in the following table:

		2016		2015		2014
		(In thousands)
Finished products	$	467,337	$	414,154	$	418,368
In process		25,855		22,651		16,056
Raw materials and supplies		213,790		199,674		170,210
		706,982		636,479		604,634
Less excess of FIFO cost over LIFO cost		139,275		164,067		153,384
Total inventories	$	567,707	$	472,412	$	451,250

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Other Income And Expenses

12 Months Ended

Mar. 31, 2016

Other Income and Expenses [Abstract]

Other Income and Other Expense Disclosure [Text Block]

11. Other Operating Income and Expense

Other operating income in 2016 included a gain of $24.3 million related to a contractual payment received in conjunction with a relationship transfer agreement with General Mills. The Company reversed a provision for the Prop 65 litigation of $0.2 million and reduced an environmental accrual by $0.1 million. The Company also recorded a gain of $0.4 million from the sale of other fixed assets.

Other operating income in 2015 included a gain of $5.0 million related to a contractual payment received in connection with the closing of a Midwest plant and a charge of $0.3 million related to environmental costs related to a Company-owned plant in New York State. The Company also recorded a net gain of $0.1 million from the sale of other fixed assets.

Other operating income in 2014 included a gain of $2.9 million from a break-up fee earned as a result of the Company being named the stalking horse bidder in an attempt to acquire substantially all the operating assets of Allens, Inc. in a bankruptcy court supervised auction, a gain of $0.7million from the sale of two aircraft and a gain of $0.1 million as a result of adjustments related to the purchase of the Sunnyside facility. The Company also recorded a loss of $0.5million on the disposal of a warehouse located in Sunnyside, Washington and a net gain of $0.2million from the sale of other fixed assets.

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Segment Reporting

12 Months Ended

Mar. 31, 2016

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

12. Segment Information

The Company manages its business on the basis of two reportable segments — the primary segment is the packaging and sale of fruits and vegetables and secondarily, the packaging and sale of snack products and finally, other products. The Company markets its product almost entirely in the United States. Export sales represented 8.5%, 9.0%, and 9.2% of total sales in 2016, 2015, and 2014, respectively. In 2016, 2015, and 2014, the sale of Green Giant vegetables accounted for 11%, 13%, and 13% of net sales, respectively. “Other” in the table below represents activity related to can sales, trucking, seed sales, and flight operations.

		Fruit and
		Vegetable		Snack		Other		Total
		(In thousands)
2016:
Net sales	$	1,239,179	$	12,336	$	23,845	$	1,275,360
Operating income		87,120		1,164		265		88,549
Interest expense, net		7,923		18		103		8,044
Income tax expense		25,551		372		76		25,999
Identifiable assets		888,968		2,697		3,662		895,327
Capital expenditures		9,232		52		682		9,966
Depreciation and amortization		20,438		351		948		21,737
2015:
Net sales	$	1,246,115	$	11,667	$	28,568	$	1,286,350
Operating income		18,865		779		710		20,354
Interest expense, net		6,778		12		72		6,862
Income tax expense		3,775		225		221		4,221
Identifiable assets		798,640		3,235		4,573		806,448
Capital expenditures		22,177		157		1,400		23,734
Depreciation and amortization		20,445		367		1,022		21,834
2014:
Net sales	$	1,302,857	$	11,496	$	25,855	$	1,340,208
Operating income		22,365		872		1,669		24,906
Interest expense, net		7,415		27		122		7,564
Income tax expense		3,118		189		256		3,563
Identifiable assets		761,078		3,770		4,005		768,853
Capital expenditures		17,339		-		2,109		19,448
Depreciation and amortization		21,842		394		1,045		23,281

The fruit and vegetable segment, consisting of Green Giant, canned fruit and vegetables and frozen products, represented 99%, 99% and 99% of assets and 100%, 102% and 93% of pre-tax earnings in 2016, 2015 and 2014, respectively.

Classes of similar products/services:		2016		2015		2014
		(In thousands)
Net Sales:
Green Giant *	$	144,310	$	161,993	$	177,881
Canned vegetables		746,501		754,556		753,318
Frozen		94,710		94,648		107,109
Fruit		253,658		234,918		264,549
Snack		12,336		11,667		11,496
Other		23,845		28,568		25,855
Total	$	1,275,360	$	1,286,350	$	1,340,208
* Green Giant includes canned and frozen vegetables exclusively for GMOL or B&G Foods.

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Legal Proceedings

12 Months Ended

Mar. 31, 2016

Legal Proceedings [Abstract]

Commitments And Contingencies Disclosure Text Block

13. Legal Proceedings and Other Contingencies

In the ordinary course of its business, the Company is made a party to certain legal proceedings seeking monetary damages, including proceedings involving product liability claims, workers’ compensation along with other employee claims, tort and other general liability claims, for which it carries insurance, as well as patent infringement and related litigation. The Company is in a highly regulated industry and is also periodically involved in government actions for regulatory violations and other matters surrounding the manufacturing of its products, including, but not limited to, environmental, employee, and product safety issues. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company does not believe that an adverse decision in any of these legal proceedings would have a material adverse impact on its financial position, results of operations, or cash flows.

In June 2010, the Company received a Notice of Violation of the California Safe Drinking Water and Toxic Enforcement Act of 1986, commonly known as Proposition 65, from the Environmental Law Foundation ("ELF").  This notice was made to the California Attorney General and various other government officials, and to 49 companies including Seneca Foods Corporation whom ELF alleges manufactured, distributed or sold packaged peaches, pears, fruit cocktail and fruit juice that contain lead without providing a clear and reasonable warning to consumers.  Under California law, proper notice must be made to the State and involved firms at least 60 days before any suit under Proposition 65 may be filed by private litigants like ELF.  That 60-day period has expired and to date neither the California Attorney General nor any appropriate district attorney or city attorney has initiated an action against the Company.  However, private litigant ELF filed an action against the Company and 27 other named companies on September 28, 2011, in Superior Court of Alameda County, California, alleging violations of Proposition 65 and seeking various measures of relief, including injunctive and declaratory relief and civil penalties.  The Company, along with the other named companies, vigorously defended the claim.  A responsive answer was filed, the discovery process was completed and a trial on liability was held beginning in April of 2013 in accordance with court schedules.  The trial was completed on May 16, 2013 and, on July 15, 2013 the judge issued a tentative and proposed statement of decision agreeing with the Company, and the other defendants, that the “safe harbor” defense had been met under the regulations relating to Proposition 65 and the Company will not be required to place a Proposition 65 warning label on the products at issue in the case.  The trial decision was finalized and the decision was appealed by ELF with a filing dated October 3, 2013.  The California Court of Appeal, First Appellate District, Division One unanimously rejected the appeal by ELF in a decision dated March 17, 2015.  ELF filed a petition for review with the California Supreme Court on April 28, 2015, and the petition was denied on July 8, 2015.   With the successful defense of the case, the remedies portion of the case was not litigated and the denial of review by the California Supreme Court ended the action.  Our portion of legal fees in defense of this action have been sizable, as would be expected with litigation resulting in trial, and the appeal, but have not had a material adverse impact on the Company’s financial position, results of operations, or cash flows.

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Restructuring And Related Activities

12 Months Ended

Mar. 31, 2016

Restructuring And Related Activities [Abstract]

Restructuring And Related Activities Disclosure Text Block

14. Plant Restructuring

During 2016, the Company recorded a restructuring charge of $10.4 million related to the closing of a plant in the Northwest of which $0.2 million was related to severance cost, $5.1 million was related to asset impairments (contra fixed assets), and $5.1 million was related to other costs ($3.6 related to operating lease costs). During 2016, the Company reduced the costs of the plant closing in the Midwest, started in 2015, by $0.1million, mostly related to severance costs. In accounting for the closing of the facility in the Northwest, the Company reevaluated the treatment for one of its operating leases at the closed facility and determined the transaction should have originally been recorded as a lease financing liability.  The Company performed an analysis of the error as to the impact on the Consolidated Balance Sheets and Statement of Net Earnings in each of the previous years it was unrecorded in accordance with SEC Staff Accounting Bulletin No. 99.  Based on this analysis, the Company determined that the impact was not material to the consolidated financial statements and no prior periods were adjusted.   The Company adjusted the financial statements as of March 31, 2016 by recording a finance lease asset of $5.6 million and lease financing liability of $5.3 million.  See Note 4 for the lease finance obligation.

During 2015, the Company recorded a restructuring charge of $1.4 million related to the closing of a plant in the Midwest and the realignment of two other plants, one in the Midwest and the other in the Northwest, of which $0.8 million was related to severance cost, $0.3 million was related to equipment costs (contra fixed assets), and $0.3 million was related to equipment relocation costs.

During 2013, the Company implemented a product rationalization program and recorded a restructuring charge of $3.5 million for related equipment costs (contra fixed assets), lease impairment costs (net of realizable value), and certain inventory costs. During 2014, the Company adjusted the costs of the product rationalization program, started in 2013, by $0.5 million, mostly related to equipment costs.

The following table summarizes the restructuring and related asset impairment charges recorded and the accruals established during 2014, 2015 and 2016:

				Long-Lived
				Asset		Other
		Severance		Charges		Costs		Total
		(In thousands)
Balance March 31, 2013	$	20	$	1,174	$	307	$	1,501
Charge to expense		-		341		160		501
Cash payments/write offs		(10)		(1,515)		(467)		(1,992)
Balance March 31, 2014		10		-		-		10
Charge to expense		842		264		270		1,376
Cash payments/write offs		(137)		-		-		(137)
Balance March 31, 2015		715		264		270		1,249
Charge to expense		162		5,065		5,075		10,302
Cash payments/write offs		(877)		(354)		(1,448)		(2,679)
Balance March 31, 2016	$	-	$	4,975	$	3,897	$	8,872

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Certain Transactions

12 Months Ended

Mar. 31, 2016

Related Party Transactions [Abstract]

Certain Transactions Disclosure [Text Block]

15. Related Party Transactions

A small percentage (less than 1% in fiscal 2016, 2015 and 2014) of vegetables supplied to the Company’s New York packaging plants are grown by a director of Seneca Foods Corporation, which supplied the Company approximately $1.0million, $0.8million, and $1.1 million pursuant to a raw vegetable grower contract in fiscal 2016, 2015 and 2014, respectively.  The Chairman of the Audit Committee reviewed the relationship and determined that the contract was negotiated at arm's length and on no more favorable terms than to other growers in the marketplace.

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Assets Held For Sale

12 Months Ended

Mar. 31, 2016

Assets Of Disposal Group Including Discontinued Operation [Abstract]

Disposal Groups Including Discontinued Operations Disclosure TextBlock

16. Assets Held For Sale

On April 23, 2016, the Company entered into a listing agreement to sell one of the Company’s northwest processing facilities. The Company expects this facility to be sold within the next 12 months. In conjunction with this potential sale, the assets held for sale at March 31, 2016, which are property, plant and equipment, total $5.0 million which represented 0.6% of total assets on the Consolidated Balance Sheet.

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Significant Accounting Policies

12 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Principles of Consolidation — The consolidated financial statements include the accounts for the Parent Company and all of its wholly-owned subsidiaries after elimination of intercompany transactions, profits, and balances.

Revenue Recognition, Bill and Hold Arrangements [Policy Text Block]

Revenue Recognition — Sales and related cost of product sold are recognized when legal title passes to the purchaser, which is primarily upon shipment of products. When customers, under the terms of specific orders, request that the Company invoice but hold the goods (“Bill and Hold”) for future shipment, the Company recognizes revenue when legal title to the finished goods inventory passes to the purchaser. Generally, the Company receives cash from the purchaser when legal title passes. During the years ended March 31, 2016 and 2015, the Company sold for cash, on a bill and hold basis, $126.1 million and $138.6 million, respectively, of Green Giant finished goods inventory. At the time of the sale of the Green Giant vegetables, title of the specified inventory transferred. The Company believes it has met the criteria required by the accounting standards for Bill and Hold treatment. As of March 31, 2016, $58.8 million of 2016 product remained unshipped.

Trade promotions are an important component of the sales and marketing of the Company’s branded products, and are critical to the support of the business. Trade promotion costs, which are recorded as a reduction of sales, include amounts paid to retailers for shelf space, to obtain favorable display positionsand to offer temporary price reductions for the sale of our products to consumers. Accruals for trade promotions are recorded primarily at the time of sale to the retailer based on expected levels of performance. Settlement of these liabilities typically occurs in subsequent periods primarily through an authorized process for deductions taken by a retailer from amounts otherwise due to the Company. As a result, the ultimate cost of a trade promotion program is dependent on the relative success of the events and the actions and level of deductions taken by retailers. Final determination of the permissible deductions may take extended periods of time.

Concentration Risk, Credit Risk

Concentration of Credit Risk — Financial instruments that potentially subject the Company to credit risk consist of trade receivables and interest-bearing investments. Wholesale and retail food distributors comprise a significant portion of the trade receivables; collateral is generally not required. A relatively limited number of customers account for a large percentage of the Company’s total sales. GMOL sales represented 11%, 13% and 13% of net sales in each of 2016, 2015 and 2014, respectively. The top ten customers, including GMOL, represented approximately 48%, 49% and 50% of net sales for 2016, 2015 and 2014, respectively. The Company closely monitors the credit risk associated with its customers. The Company places substantially all of its interest-bearing investments with financial institutions and monitors credit exposure. Cash and short-term investments in certain accounts exceed the federal insured limit; however, the Company has not experienced any losses in such accounts

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash Equivalents — The Company considers all highly liquid instruments purchased with an original maturity of three months or less as cash equivalents

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments—The carrying values of cash and cash equivalents (Level 1), accounts receivable, short-term debt (Level 2) and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. See Note 9, Fair Value of Financial Instruments, for a discussion of the fair value of long-term debt.

The three-tier value hierarchy is utilized to prioritize the inputs used in measuring fair value. The hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobserved inputs (Level 3). The three levels are defined as follows:

• Level 1- Quoted prices for identical instruments in active markets.
• Level 2- Quoted prices for similar instruments; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable.
• Level 3- Model-derived valuations in which one or more inputs or value-drivers are both significant to the fair value measurement and unobservable.

Deferred Charges, Policy [Policy Text Block]

Deferred Financing Costs — Deferred financing costs incurred in obtaining debt are amortized on a straight-line basis over the term of the debt, which is not materially different than using the effective interest rate method. As of March 31, 2016, there were $0.1 millionof unamortized financing cost included in other current assets and $0.1 million of unamortized financing costs included in other assetson the Consolidated Balance Sheets.

Inventory, Policy [Policy Text Block]

Inventories — Substantially all inventories are stated at the lower of cost; determined under the last-in, first-out (“LIFO”) method; or market.

Income Tax, Policy [Policy Text Block]

Income Taxes — The provision for income taxes includes federal and state income taxes currently payable and those deferred because of temporary differences between the financial statement and tax basis of assets and liabilities and tax credit carryforwards. The Company uses the flow-through method to account for its investment tax credits.

The Company evaluates the likelihood of realization of its net deferred income tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are the Company’s forecast of future taxable income, the projected reversal of temporary differences and available tax planning strategies that could be implemented to realize the net deferred income tax assets.

Current rules on the accounting for uncertainty on income taxes prescribe a minimum recognition threshold for a tax position taken or expected to be taken in a tax return that is required to be met before being recognized in the financial statements. Those rules also provide guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes interest and penalties accrued on unrecognized tax benefits as well as interest received from favorable settlements within income tax expense.

Shipping and Handling Cost, Policy [Policy Text Block]

Shipping and Handling Costs — The Company includes all shipping and handling costs billed to customers in net sales and the corresponding costs in cost of products sold. The shipping and handling costs billed to customers in net sales were $38.3 million, $38.8 million and $41.3 million in 2016, 2015, and 2014, respectively.

Advertising Cost, Policy, Expensed Advertising Cost [Policy Text Block]

Advertising Costs — Advertising costs are expensed as incurred. Advertising costs charged to operations were $2.0 million, $1.7 million and $1.5 million in 2016, 2015 and 2014, respectively.

Receivables, Policy [Policy Text Block]

Accounts Receivable and Doubtful Accounts— Accounts receivable is stated at invoice value, which is net of any off invoice promotions.  A provision for doubtful accounts is recorded based upon an assessment of credit risk within the accounts receivable portfolio, experience of delinquencies (accounts over 15 days past due) and charge-offs (accounts removed from accounts receivable for expectation of non-payment), and current market conditions. Management believes these provisions are adequate based upon the relevant information presently available

Earnings Per Share, Policy [Policy Text Block]

Earnings per Common Share — The Company has three series of convertible preferred stock, which are deemed to be participating securities that are entitled to participate in any dividend on Class A common stock as if the preferred stock had been converted into common stock immediately prior to the record date for such dividend. Basic earnings per share for common stock is calculated using the “two-class” method by dividing the earnings attributable to common stockholders by the weighted average of common shares outstanding during the period. Restricted stock is included in all earnings per share calculations.

Diluted earnings per share is calculated by dividing earnings attributable to common stockholders by the sum of the weighted average common shares outstanding plus the dilutive effect of convertible preferred stock using the “if-converted” method, which treats the contingently-issuable shares of convertible preferred stock as common stock.

Depreciation and Valuation [Policy Text Block]

Depreciation and Valuation — Property, plant, and equipment are stated at cost. Interest incurred during the construction of major projects is capitalized. For financial reporting, the Company provides for depreciation on the straight-line method at rates based upon the estimated useful lives of the various assets. Depreciation was $21.4million, $21.5million, and $22.9million in 2016, 2015, and 2014, respectively. The estimated useful lives are as follows: buildings and improvements — 30 years; machinery and equipment — 10-15 years; computer software — 3-5 years; vehicles — 3-7 years; and land improvements — 10-20 years. The Company assesses its long-lived assets for impairment whenever there is an indicator of impairment. Impairment losses are evaluated if the estimatedundiscounted cash flows from using the assets are less than carrying value. A loss is recognized when the carrying value of an asset exceeds its fair value. There were $5.1million of impairment losses in 2016 included in Plant Restructuring (see Note 14, Plant Restructuring). There were no significant impairment losses in 2015 and 2014

Use of Estimates, Policy [Policy Text Block]

Use of Estimates in the Preparation of Financial Statements — The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the related revenues and expenses during the reporting period. Actual amounts could differ from those estimated

Recently Issued Accounting Standards [Text Block]

Recently Issued Accounting Standards — In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard will be effective for the Company on April 1, 2018 (beginning of fiscal 2019). Early adoption is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. The Company does not anticipate a material impact on the Company's financial position, results of operations or cash flows as a result of this change.

Prior Period Reclassification Adjustment, Description

Reclassifications — Certain previously reported amounts have been reclassified to conform to the current period classification

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Significant Accounting Policies (Table) ( Earnings Per Share)

12 Months Ended

Mar. 31, 2016

Earnings Per Share [Abstract]

ScheduleOfEarningsPerShareBasicAndDilutedByCommonClassTextBlock

Years ended March 31,		2016		2015		2014
		(In thousands, except per share amounts)
Basic
Net earnings	$	54,458	$	9,899	$	13,779
Deduct preferred stock dividends		23		23		23
Undistributed earnings		54,435		9,876		13,756
Earnings attributable to participating
preferred shareholders		544		160		438
Earnings attributable to common
shareholders	$	53,891	$	9,716	$	13,318
Weighted average common shares
outstanding		9,878		10,690		10,747
Basic earnings per common share	$	5.46	$	0.91	$	1.24
Diluted
Earnings attributable to common
shareholders	$	53,891	$	9,716	$	13,318
Add dividends on convertible
preferred stock		20		20		20
Earnings attributable to common
stock on a diluted basis	$	53,911	$	9,736	$	13,338
Weighted average common shares
outstanding-basic		9,878		10,690		10,747
Additional shares to be issued related to
the equity compensation plan		3		5		5
Additional shares to be issued under
full conversion of preferred stock		67		67		67
Total shares for diluted		9,948		10,762		10,819
Diluted earnings per share	$	5.42	$	0.90	$	1.23

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Acquistion (table)

12 Months Ended

Mar. 31, 2016

Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

Purchase Price (net of cash received)	$	23.8
Allocated as follows:
Current assets	$	36.6
Other long-term assets		1.4
Property, plant and equipment		13.7
Deferred taxes		(7.7)
Current liabilities		(16.0)
Other long-term liabilities		(4.2)
Total	$	23.8

Purchase Price (net of cash received)	$	15.0
Allocated as follows:
Current assets	$	16.8
Other long-term assets		0.5
Property, plant and equipment		0.9
Deferred taxes		0.4
Current liabilities		(3.6)
Total	$	15.0

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Long-Term Debt (tables)

12 Months Ended

Mar. 31, 2016

Long-term Debt, Unclassified [Abstract]

Schedule of Long-term Debt Instruments [Table Text Block]

4. Long-Term Debt
		2016		2015
		(In thousands)
Revolving credit facility,
1.95% and 1.92%, due through 2017	$	271,592	$	233,000
Secured Industrial Revenue Development Bonds,
3.02%, and 2.97%, due through 2029		22,630		22,630
Secured promissory note,
6.98%, due through 2022		12,114		13,769
Lease financing obligations,
2.62%, due through 2020		5,313		-
Secured promissory note,
6.35%, due through 2020		2,474		3,122
2.00%, due through 2021		1,200		1,398
Other		216		245
		315,539		274,164
Less current portion		279,572		2,530
		35,967		271,634

Years ending March 31:
2017	$	279,572
2018		7,904
2019		3,034
2020		2,531
2021		7,019
Thereafter		15,479
Total	$	315,539

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Leases (table)

12 Months Ended

Mar. 31, 2016

Leases {Abstract}

Operating Leases of Lessee Disclosure [Table Text Block]

Years ending March 31:		Operating		Capital
2017	$	43,392	$	507
2018		38,649		507
2019		33,746		507
2020		28,784		507
2021		22,379		507
2022-2030		28,918		4,943
Total minimum payment required	$	195,868	$	7,478
Less interest				2,247
Present value of minimum lease payments				5,231
Amount due within one year				243
Long-term capital lease obligation			$	4,988

ScheduleOfCapitalLeasedAsssetsTableTextBlock

	2016	2015
Land	-	-
Buildings	5,313	-
Equipment	-	-
	5,313	-
Less accumulated amortization	89	-
	5,224	-

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Income Tax (tables)

12 Months Ended

Mar. 31, 2016

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

6. Income Taxes
The Company files a consolidated federal and various state income tax returns. The provision for income taxes is as follows:
		2016		2015		2014
		(In thousands)
Current:
Federal	$	24,579	$	4,380	$	7,238
State		1,953		453		123
		26,532		4,833		7,361
Deferred:
Federal		(689)		(925)		(3,231)
State		156		313		(567)
		(533)		(612)		(3,798)
Total income taxes	$	25,999	$	4,221	$	3,563

A reconciliation of the expected U.S. statutory rate to the effective rate follows:
	2016		2015		2014
Computed (expected tax rate)	35.0	%	35.0	%	35.0	%
State income taxes (net of federal tax benefit)	2.7		2.9		3.4
State tax credits	(0.9)		(8.7)		(1.6)
Federal credits	(0.4)		(2.4)		(3.6)
Manufacturer’s deduction	(3.9)		(5.0)		(4.6)
(Reversal of) addition to uncertain tax positions	0.2		(1.0)		(0.8)
State VDA/Nexus Changes	-		-		(1.7)
Other permanent differences not deductible	(0.2)		0.7		0.5
Change in valuation allowance	0.1		9.9		(2.1)
Tax effect of pension contribution	-		-		0.4
Other	(0.3)		(1.5)		(4.4)
Effective income tax rate	32.3	%	29.9	%	20.5	%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

		2016		2015
		(In thousands)
Deferred income tax assets:
Future tax credits	$	3,807	$	4,021
Inventory valuation		-		2,348
Employee benefits		3,174		3,009
Insurance		881		816
Other comprehensive loss		18,154		20,335
Interest		21		46
Prepaid revenue		571		701
Other		2,804		1,364
Pension		-		1,372
Severance		3		256
		29,415		34,268
Deferred income tax liabilities:
Property basis and depreciation difference		9,330		9,129
481(a) adjustment		880		1,281
Inventory valuation		1,247		-
Intangibles		235		-
Earnings from equity investment		69		245
Pension		2,896		-
		14,657		10,655
Valuation allowance - non-current		1,861		1,787
Net deferred income tax asset	$	12,897	$	21,826

Summary of Income Tax Contingencies [Table Text Block]

		2016		2015
		(In thousands)
Beginning balance	$	464	$	2,273
Tax positions related to current year:
Additions		291		13
Tax positions related to prior years:
Additions		241		-
Reductions		(7)		(1,822)
Settlements		(166)		-
Lapses in statues of limitations		(129)		-
Balance as of March 31,	$	694	$	464

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Retirement Plans (tables)

12 Months Ended

Mar. 31, 2016

General Discussion Of Pension And Other Postretirement Benefits [Abstract]

Schedule of Changes in Projected Benefit Obligations [Table Text Block]

		2016		2015
		(In thousands)
Change in Benefit Obligation
Benefit obligation at beginning of year	$	212,908	$	170,478
Service cost		10,502		8,515
Interest cost		8,902		8,236
Plan amendments		-		952
Actuarial (gain) loss		(11,340)		30,556
Benefit payments and expenses		(6,936)		(5,829)
Benefit obligation at end of year	$	214,036	$	212,908
Change in Plan Assets
Fair value of plan assets at beginning of year	$	157,948	$	154,650
Actual gain on plan assets		2,126		8,777
Employer contributions		23,100		350
Benefit payments and expenses		(6,936)		(5,829)
Fair value of plan assets at end of year	$	176,238	$	157,948
Unfunded Status	$	(37,798)	$	(54,960)

Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) to be Recognized over Next Fiscal Year [Table Text Block]

		2016		2015
		(In thousands)
Amounts Recognized in Accumulated Other
Comprehensive Pre-Tax Loss
Prior service cost	$	(843)	$	(952)
Net loss		(45,248)		(50,883)
Accumulated other comprehensive pre-tax loss	$	(46,091)	$	(51,835)

Schedule of Amounts Recognized In Other Comprehensive Income Loss [Table Text Block]

		Pension and
		post retirement plan
		adjustments, net
		of tax
		(In thousands)
Accumulated Other Comprehensive Loss
Balance at March 31, 2015	$	(31,804)
Other comprehensive loss before reclassifications		3,408
Reclassified from accumulated other comprehensive loss		-
Net current period other comprehensive loss		3,408
Balance at March 31, 2016	$	(28,396)

Schedule of Costs of Retirement Plans [Table Text Block]

The following table provides the components of net periodic benefit cost for the Plan for fiscal years 2016, 2015, and 2014:
		2016		2015		2014
		(In thousands)
Service cost	$	10,502	$	8,515	$	7,752
Interest cost		8,902		8,236		7,592
Expected return on plan assets		(11,685)		(11,360)		(9,938)
Amortization of net loss		3,854		350		2,434
Prior service cost		109		-		-
Net periodic benefit cost	$	11,682	$	5,741	$	7,840

Schedule of Assumptions Used [Table Text Block]

	2016		2015
Discount rate - projected benefit obligation	4.36	%	4.15	%
Discount rate - pension expense	4.15	%	4.85	%
Expected return on plan assets	7.25	%	7.25	%
Rate of compensation increase	3.00	%	3.00	%

Schedule of Allocation of Plan Assets [Table Text Block]

The Company's plan assets consist of the following:
	Target		Percentage of Plan
	Allocation		Assets at March 31,
	2017		2016		2015
Plan Assets
Equity securities	99	%	99	%	97	%
Debt securities	-		-		-
Real estate	-		-		-
Cash	1		1		3
Total	100	%	100	%	100	%

Schedule Of Derivative Assets At Fair Value [Table Text Block]

		2016		2015
		Market Value		Market Value
		(In thousands)
Assets by Industry Type
Asset Category
Cash and cash equivalents:
Money market funds	$	1,497	$	5,545
Total cash and cash equivalents		1,497		5,545
Common equity securities:
Materials		9,379		5,460
Industrials		30,355		33,813
Telecommunication services		9,325		11,393
Consumer staples		33,048		23,410
Energy		14,658		15,062
Financials		34,891		32,808
Health Care		10,538		7,503
Information technology		9,681		5,608
Utilities		22,866		17,346
Total common equity securities		174,741		152,403
Total assets	$	176,238	$	157,948

Schedule of Expected Benefit Payments [Table Text Block]

Estimated future benefit payments reflecting expected future
service for the fiscal years ending March 31 (in thousands):
2017	$	6,799
2018		7,394
2019		7,964
2020		8,577
2021		9,324
2022-2024		57,417

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Fair Value (table)

12 Months Ended

Mar. 31, 2016

Fair Value Disclosures [Abstract]

Fair Value, by Balance Sheet Grouping [Table Text Block]

9. Fair Value of Financial Instruments
The carrying amount and estimated fair values of the Company's debt are summarized as follows:
		2016				2015
		Carrying		Estimated		Carrying		Estimated
		Amount		Fair Value		Amount		Fair Value
		(In thousands)
Long-term debt, including
current portion	$	315,539	$	315,478	$	274,164	$	274,999
Capital leases, including
current portion	$	5,231	$	5,076	$	-	$	-

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Inventory (table)

12 Months Ended

Mar. 31, 2016

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

		2016		2015		2014
		(In thousands)
Finished products	$	467,337	$	414,154	$	418,368
In process		25,855		22,651		16,056
Raw materials and supplies		213,790		199,674		170,210
		706,982		636,479		604,634
Less excess of FIFO cost over LIFO cost		139,275		164,067		153,384
Total inventories	$	567,707	$	472,412	$	451,250

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Segment Information (tables)

12 Months Ended

Mar. 31, 2016

Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

		Fruit and
		Vegetable		Snack		Other		Total
		(In thousands)
2016:
Net sales	$	1,239,179	$	12,336	$	23,845	$	1,275,360
Operating income		87,120		1,164		265		88,549
Interest expense, net		7,923		18		103		8,044
Income tax expense		25,551		372		76		25,999
Identifiable assets		888,968		2,697		3,662		895,327
Capital expenditures		9,232		52		682		9,966
Depreciation and amortization		20,438		351		948		21,737
2015:
Net sales	$	1,246,115	$	11,667	$	28,568	$	1,286,350
Operating income		18,865		779		710		20,354
Interest expense, net		6,778		12		72		6,862
Income tax expense		3,775		225		221		4,221
Identifiable assets		798,640		3,235		4,573		806,448
Capital expenditures		22,177		157		1,400		23,734
Depreciation and amortization		20,445		367		1,022		21,834
2014:
Net sales	$	1,302,857	$	11,496	$	25,855	$	1,340,208
Operating income		22,365		872		1,669		24,906
Interest expense, net		7,415		27		122		7,564
Income tax expense		3,118		189		256		3,563
Identifiable assets		761,078		3,770		4,005		768,853
Capital expenditures		17,339		-		2,109		19,448
Depreciation and amortization		21,842		394		1,045		23,281

Schedule Of Classes Of Similar Products And Services [table text Block]

Classes of similar products/services:		2016		2015		2014
		(In thousands)
Net Sales:
Green Giant *	$	144,310	$	161,993	$	177,881
Canned vegetables		746,501		754,556		753,318
Frozen		94,710		94,648		107,109
Fruit		253,658		234,918		264,549
Snack		12,336		11,667		11,496
Other		23,845		28,568		25,855
Total	$	1,275,360	$	1,286,350	$	1,340,208
* Green Giant includes canned and frozen vegetables exclusively for GMOL or B&G Foods.

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Plant Restructuring (table)

12 Months Ended

Mar. 31, 2016

Restructuring And Related Activities [Abstract]

Schedule of Restructuring and Related Costs [Table Text Block]

				Long-Lived
				Asset		Other
		Severance		Charges		Costs		Total
		(In thousands)
Balance March 31, 2013	$	20	$	1,174	$	307	$	1,501
Charge to expense		-		341		160		501
Cash payments/write offs		(10)		(1,515)		(467)		(1,992)
Balance March 31, 2014		10		-		-		10
Charge to expense		842		264		270		1,376
Cash payments/write offs		(137)		-		-		(137)
Balance March 31, 2015		715		264		270		1,249
Charge to expense		162		5,065		5,075		10,302
Cash payments/write offs		(877)		(354)		(1,448)		(2,679)
Balance March 31, 2016	$	-	$	4,975	$	3,897	$	8,872

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Significant Accounting Policies (narrative) (detail) $ in Thousands	12 Months Ended
	Mar. 31, 2016 USD ($) Number	Mar. 31, 2015 USD ($)	Mar. 31, 2014 USD ($)
Sales Revenue [Line Items]
Net Sales	$ 1,275,360	$ 1,286,350	$ 1,340,208
Advertising Expense	2,000	1,700	$ 1,500
Deferred Financing Cost, Current	100
Deferred Finance Costs, Noncurrent	$ 100
Seneca Foods Plants [Member]
Real Estate Properties [Line Items]
Number of Real Estate Properties | Number	28
Seneca Foods Warehouses [Member]
Real Estate Properties [Line Items]
Number of Real Estate Properties | Number	32
General Mills Operations LLC [Member]
Sales Revenue [Line Items]
UnshippedProduct	$ 58,800
General Mills Operations LLC [Member] | Sales Revenue Net [Member]
Sales Revenue [Line Items]
Net Sales	$ 126,100	$ 138,600
Net Sales Percentage	11.00%	13.00%	13.00%
Top Ten Customers [Member] | Sales Revenue Net [Member]
Sales Revenue [Line Items]
Net Sales Percentage	48.00%	49.00%	50.00%
Shipping and Handling Cost [Member] | Sales Revenue Net [Member]
Sales Revenue [Line Items]
Net Sales	$ 38,300	$ 38,800	$ 41,300

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Significant Accounting Policies Depreciation (narrative) (detail) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Property, Plant and Equipment [Line Items]
Depreciation	$ 21.4	$ 21.5	$ 22.9
Impairment Losses	$ 5.1
Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	30 years
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	10-15 years
Software [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	3-5 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	3-7 years
Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	10-20 years

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Significant Accouting Policies (Earnings Per Share) (detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Earnings Per Share, Basic [Abstract]
Net (Loss) Earnings	$ 54,458	$ 9,899	$ 13,779
Deduct Preffered Stock Dividends	23	23	23
Undistributed Earnings, Basic	54,435	9,876	13,756
Undistributed Earnings Allocated to Participating Securities	544	160	438
Earnings (Loss) Attributable to Common Stock	$ 53,891	$ 9,716	$ 13,318
Weighted Average Number of Shares Outstanding, Basic	9,878	10,690	10,747
Basic Earnings (Loss) per Common Share	$ 5.46	$ 0.91	$ 1.24
Earnings Per Share, Diluted [Abstract]
Earnings (Loss) Attributable to Common Stock	$ 53,891	$ 9,716	$ 13,318
Dividends Convertible Preferred Stock Cash	20	20	20
Net Income (Loss) Available to Common Stockholders, Diluted	$ 53,911	$ 9,736	$ 13,338
Weighted Average Number of Shares Outstanding, Basic	9,878	10,690	10,747
ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfAdditionalSharesAuthorized	3	5	5
Incremental Common Shares Attributable to Conversion of Preferred Stock	67	67	67
Weighted Average Number of Shares Outstanding, Diluted	9,948	10,762	10,819
Diluted Earnings (Loss) per Common Share	$ 5.42	$ 0.9	$ 1.23

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Acquisition (narrative) (detail) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Feb. 17, 2016	Oct. 30, 2015	Apr. 01, 2014
Diana Fruit Co., Inc [Member]
Business Acquisition [Line Items]
Purchase Price			$ 15.0
Ownership percentage			100.00%
Liabilities paid off			$ 1.4
Gray & Company[Member]
Business Acquisition [Line Items]
Purchase Price				$ 23.8
Ownership percentage				100.00%
Liabilities paid off				$ 12.0
TruittBros.Inc. [Member]
Business Acquisition [Line Items]
Equity Method Investments					$ 16.2
Equity Method Ownership					50.00%
Equity Method Right to Acquire					50.00%
Gray & Company and Diana Fruit
Business Acquisition [Line Items]
Pro Forma Revenue	$ 1,324.8	$ 1,363.7
Pro Forma Net Income Loss	54.2	$ 8.6
Net Sales Since Acquisition	25.5
Net Income Since Acquisition	$ 1.7

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Acquisition (purchase price table) (detail) - USD ($) $ in Millions	Feb. 17, 2016	Oct. 30, 2015
Diana Fruit Co., Inc [Member]
Business Acquisition [Line Items]
Purchase Price	$ 15.0
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]
Current assets	16.8
Property, plant and equipment	0.9
Other long-term assets	0.5
Deferred tax asset	0.4
Current liabilities	(3.6)
Total	$ 15.0
Gray & Company[Member]
Business Acquisition [Line Items]
Purchase Price		$ 23.8
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]
Current assets		36.6
Property, plant and equipment		13.7
Other long-term assets		1.4
Deferred taxes liabilitie		(7.7)
Current liabilities		(16.0)
Other long-term liabilites		(4.2)
Total		$ 23.8

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Short-Term Borrowings (narrative) (detail) - USD ($) $ in Thousands	Mar. 31, 2016	Mar. 31, 2015
Line of Credit Facility [Line Items]
Line Of Credit Accordion Feature	$ 150,000
Line of Credit Facility, Amount Outstanding	$ 271,600
Debt, Weighted Average Interest Rate	1.95%
Pledged Assets, Not Separately Reported, Other	$ 644,600
Notes Payable	$ 402	$ 9,903
Short-term Debt, Weighted Average Interest Rate	1.94%	1.67%
Production Period [Member]
Line of Credit Facility [Line Items]
Line Of Credit Accordion Feature Amount Used	$ 75,000
Line of Credit Facility, Current Borrowing Capacity	475,000
New five year replacement Line of Credit	500,000
Nonproduction Period [Member]
Line of Credit Facility [Line Items]
Line Of Credit Accordion Feature Amount Used	100,000
Line of Credit Facility, Current Borrowing Capacity	400,000
New five year replacement Line of Credit	400,000
Letter of Credit [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Current Borrowing Capacity	$ 13,200	$ 11,000

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Long-Term Debt (Schedule of debt) (detail) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Debt Instrument [Line Items]
Long-term Debt	$ 315,539	$ 274,164
Total	315,539	274,164
Current Portion of Long-Term Debt	279,572	2,530
Long-Term Debt, Less Current Portion	35,967	271,634
Revolving credit facility [Member]
Debt Instrument [Line Items]
Long-term Debt	$ 271,592	$ 233,000
Long-term Debt, Weighted Average Interest Rate	1.95%	1.92%
Debt Instrument, Maturity Date	2017
Total	$ 271,592	$ 233,000
Secured Industrial Revenue Development Bonds [Member]
Debt Instrument [Line Items]
Long-term Debt	$ 22,630	$ 22,630
Long-term Debt, Weighted Average Interest Rate	3.02%	2.97%
Debt Instrument, Maturity Date	2029
Total	$ 22,630	$ 22,630
Secured Industrial Revenue Development Bond [Member]
Debt Instrument [Line Items]
Long-term Debt	$ 1,200	$ 1,398
Long-term Debt, Weighted Average Interest Rate	2.00%	2.00%
Debt Instrument, Maturity Date	2021
Total	$ 1,200	$ 1,398
Secured promissory note 1 [Member]
Debt Instrument [Line Items]
Long-term Debt	$ 12,114	$ 13,769
Long-term Debt, Weighted Average Interest Rate	6.98%	6.98%
Debt Instrument, Maturity Date	2022
Total	$ 12,114	$ 13,769
Secured promissory note 2 [Member]
Debt Instrument [Line Items]
Long-term Debt	$ 2,474	$ 3,122
Long-term Debt, Weighted Average Interest Rate	6.35%	6.35%
Debt Instrument, Maturity Date	2020
Total	$ 2,474	$ 3,122
Other [Member]
Debt Instrument [Line Items]
Long-term Debt	216	245
Total	216	$ 245
Lease financing obligations [Member}
Debt Instrument [Line Items]
Long-term Debt	$ 5,313
Long-term Debt, Weighted Average Interest Rate	2.62%
Debt Instrument, Maturity Date	2020
Total	$ 5,313

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Long-Term Debt (Repayment schedule) (detail) - USD ($) $ in Thousands	Mar. 31, 2016	Mar. 31, 2015
Long-term Debt, by Maturity [Abstract]
2017	$ 279,572
2018	7,904
2019	3,034
2020	2,531
2021	7,019
Thereafter	15,479
Total	$ 315,539	$ 274,164

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Long Term Debt (narrative) (detail) - USD ($)	3 Months Ended	12 Months Ended
	Sep. 28, 2013	Mar. 31, 2016
Debt Instrument [Line Items]
Other Restrictions on Payment of Dividends		$ 50,000
Cash dividends paid on preferred stock		23,000
Pledged Assets Not Separately Reported Fixed Assets		752,800,000
Repayments Of Notes Payable	$ 36,700,000
Secured By Direct Pay Letter Of Credit [Member]
Debt Instrument [Line Items]
Special Assessment Bond, Noncurrent		$ 22,600,000

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Leases Capital (table) (detail)	Mar. 31, 2016 USD ($)
Capital Leased Assets [Line Items]
Property, plant and equipment issued under capital lease	$ 5,313,000
Less accumulated amortizaion	89,000
Total	5,224,000
Building [Member]
Capital Leased Assets [Line Items]
Property, plant and equipment issued under capital lease	$ 5,313,000

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Leases (table) (detail) $ in Thousands	Mar. 31, 2016 USD ($)
Operating Leases, Future Minimum Payments Due [Abstract]
2017	$ 43,392
2018	38,649
2019	33,746
2020	28,784
2021	22,379
2022-2030	28,918
Total	195,868
CapitalLeasesFutureMinimumPaymentsDueAbstract
2017	507
2018	507
2019	507
2020	507
2021	507
2022-2030	4,943
Total	7,478
Less interest	2,247
Present value of minimum lease payments	5,231
Amount due within one year	243
Long-term capital lease obligations	$ 4,988

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Leases (narrative) (detail) - USD ($)	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Operating Leases, Rent Expense, Net [Abstract]
Operating Leases, Rent Expense	$ 51,400,000	$ 49,600,000	$ 43,900,000
Capital Leased Assets [Line Items]
Property, plant and equipment issued under capital lease	5,313,000
Less accumulated amortizaion	89,000
Building [Member]
Capital Leased Assets [Line Items]
Property, plant and equipment issued under capital lease	$ 5,313,000
Capital Lease Obligations [Member]
Debt Instrument Interest Rate Effective Percentage [Abstract]
Capital lease interest rate	5.20%

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Income Tax (narrative) (detail) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Income Tax Disclosure [Abstract]
Effective income tax rate	32.30%	29.90%	20.50%
Effective Income Tax Rate Continuing Operations Change	2.40%
Unrecognized Tax Benefits, Period Increase (Decrease)	$ 100	$ 100
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	100	100
Tax Credit Carryforward [Line Items]
Valuation allowance - non-current	1,861	1,787
Deferred Income Tax Asset, Net	0	6,997
Deferred Tax Assets, Net, Noncurrent	12,897	14,829
Deferred Income Taxes, Net		$ 0
New York [Member]
Tax Credit Carryforward [Line Items]
Tax Credit Carryforward, Valuation Allowance	$ 0
Expiration Date	Dec. 31, 2031
California [Member]
Tax Credit Carryforward [Line Items]
Tax Credit Carryforward, Valuation Allowance	$ 1,200
Expiration Date	Dec. 31, 2026
Wisconsin [Member]
Tax Credit Carryforward [Line Items]
Tax Credit Carryforward, Valuation Allowance	$ 1,700
Expiration Date	Dec. 31, 2031

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Income Tax (Effective Income Tax Rate) (detail) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Income Tax Disclosure [Abstract]
Current Federal Tax Expense (Benefit)	$ 24,579	$ 4,380	$ 7,238
Current State and Local Tax Expense (Benefit)	1,953	453	123
Total	26,532	4,833	7,361
Deferred Federal Income Tax Expense (Benefit)	(689)	(925)	(3,231)
Deferred State and Local Income Tax Expense (Benefit)	156	313	(567)
Total	(533)	(612)	(3,798)
Income Tax Expense (Benefit), Total	$ 25,999	$ 4,221	$ 3,563
Computed	35.00%	35.00%	35.00%
State income taxes (net of federal tax benefit)	2.70%	2.90%	3.40%
Federal tax credits	(0.40%)	(2.40%)	(3.60%)
State tax credits	0.90%	8.70%	1.60%
Manufacturer's deduction	3.90%	5.00%	4.60%
Addition to (reversal of) uncertain tax positions	0.20%	(1.00%)	(0.80%)
State VDA/Nexus Changes	0.00%	0.00%	(1.70%)
Other permanent differences not (taxable) deductible	(0.20%)	0.70%	0.50%
Change in valuation allowance	0.10%	9.90%	(2.10%)
Effective Income Tax Rate Reconciliation Pension Contribution	0.00%	0.00%	0.40%
Other	(0.30%)	(1.50%)	(4.40%)
Effective income tax rate	32.30%	29.90%	20.50%

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Income Tax (Deferred Income Tax Assets and Liabilities) (detail) - USD ($)	Mar. 31, 2016	Mar. 31, 2015
Components of Deferred Tax Assets and Liabilities [Abstract]
Future tax credits	$ 3,807,000	$ 4,021,000
Inventory valuation	0	2,348,000
Employee benefits	3,174,000	3,009,000
Insurance	881,000	816,000
Otrher comprehensive loss	18,154,000	20,335,000
Interest	21,000	46,000
Defined benefit plan		1,372,000
Prepaid revenue	571,000	701,000
Other deferred	2,804,000	1,364,000
Severance	3,000	256,000
Total	29,415,000	34,268,000
Property basis and depreciation difference	9,330,000	9,129,000
481 (a) adjustment	880,000	1,281,000
Income from Equity Investment	69,000	245,000
Inventory valuation	1,247,000
Intangibles	235,000
Pension	2,896,000
Total	14,657,000	10,655,000
Valuation allowance - non-current	1,861,000	1,787,000
Net deferred income tax asset	$ 12,897,000	$ 21,826,000

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Income Tax (Summary of Income Tax Contigencies) (detail) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Tax Uncertainties [Abstract]
Beginning Balance	$ 464	$ 2,273
Additions	291	13
Prior year additions	241
Reductions	(7)	(1,822)
Settlements	(166)
Lapses in statues of limitaions	(129)	0
Ending Balance	$ 694	$ 464

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Stockholders' Equity (narrative) (detail) - USD ($)	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2003
Cash dividends paid on preferred stock	$ 23,000
401 (k) match stock amount	$ 1,800,000	$ 2,200,000
6% Cumulative Preferred Stock [Member]
Preferred Stock, Dividend Rate, Percentage	6.00%
Preferred Stock, Par or Stated Value Per Share	$ 0.25
Preferred Stock, Shares Authorized	200,000
Preferred Stock, Shares Outstanding	200,000	200,000	200,000
Cash dividends paid on preferred stock	$ 3,000	$ 3,000	$ 3,000
10% Nonredeemable Convertible Preferred Stock [Member]
Preferred Stock, Dividend Rate, Percentage	10.00%
Preferred Stock, Par or Stated Value Per Share	$ 0.025
Preferred Stock, Shares Authorized	1,400,000
Preferred Stock, Shares Outstanding	807,240	807,240	807,240
10% Series A Nonredeemable Convertible Preferred Stock [Member]
Preferred Stock, Dividend Rate, Percentage	10.00%
Share For Share Conversion Number	20
Preferred Stock, Shares Outstanding	407,240
10% Series B Nonredeemable Convertible Preferred Stock [Member]
Share For Share Conversion Number	30
Preferred Stock, Shares Outstanding	400,000
Participating Preferred Stock [Member]
Preferred Stock Liquidation Preference	$ 12
Preferred Stock, Par or Stated Value Per Share	0.025
Stated Value Per Share	$ 11.931
Preferred Stock, Shares Authorized	90,826
Preferred Stock, Shares Outstanding	90,826	90,826	90,901
Cash dividends paid on preferred stock	$ 20,000	$ 20,000	$ 20,000
2003 Series Participating Preferred Stock [Member]
Preferred Stock Liquidation Preference	$ 15.5
Preferred Stock, Par or Stated Value Per Share	$ 0.025
Preferred Stock, Shares Authorized	500
Preferred Stock, Shares Outstanding	500	50,500	257,790
Stock Conversions	50,000
Price Per Share	$ 16.6
Preferred Stock Shares Issued				967,742
No Par Value Preferred Stock [Member]
Preferred Stock, Shares Authorized	30,000
Class A Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.025
Preferred Stock, Shares Authorized	8,200,000
Common Stock Capital Shares Reserved For Future Issuance	91,326	141,326
Class A Preferred Non Designated Stock [Member]
Preferred Stock, Shares Authorized	6,708,674
Common Class A Member
Common Stock Voting Right Per Share	$ 0.05
Treasury Stock, Value, Acquired, Cost Method	$ 2,600,000
Treasury Stock Shares Acquired	90,500
Common Class B Member
Treasury Stock, Value, Acquired, Cost Method	$ 2,600,000
Treasury Stock Shares Acquired	73,459
Treasury Stock [Member]
Treasury Stock, Value, Acquired, Cost Method	$ 65,700,000
Treasury Stock Shares Acquired	2,281,550
401 (k) match shares	64,254
401 (k) match stock amount	$ 1,800,000
Common Stock [Member]
Common Stock Capital Shares Reserved For Future Issuance	33,695	33,695

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Retirement Plans (narrative) (detail) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
General Discussion Of Pension And Other Postretirement Benefits [Abstract]
Decrease in Unfunded Status	$ 17,200
Defined Benefit Plan, Benefit Obligation	214,036	$ 212,908	$ 170,478
Employer contributions	23,100	350
Fair value of plan assets at end of year	176,238	157,948	154,650
Defined Benefit Plan, Accumulated Benefit Obligation	$ 195,300	$ 188,500
Expected return	7.25%	7.25%
Loss on plan assets	1.40%
Common stock included in plan assets	$ 18,400	$ 14,400
401 (k) match	1,800	2,300	2,300
401 (k) match stock amount	1,800	2,200
401 (k) match amount in cash		100
Change in pension and post retirement benefits adjustment (net of tax)	(3,408)	20,552	(11,296)
Teamsters Plan Contributions	$ 2,500	$ 2,400	2,400
Contribution Percentage	5.00%
Discount rate - benefit obligation	4.36%	4.15%
Change in pension and post retirement benefits adjustment tax	$ 2,179	$ 13,140	$ 7,222

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Retirement Plans (Schedule of Changes in Projected Benefit Obligations) (detail) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligations at beginning of year	$ 212,908	$ 170,478
Service cost	10,502	8,515	$ 7,752
Interest cost	8,902	8,236	7,592
Plan Amendments	0	952
Actuarial (gain) loss	(11,340)	30,556
Benefits payments and expenses	(6,936)	(5,829)
Benefit obligation at end of year	214,036	212,908	170,478
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year	157,948	154,650
Actual gain on plan assets	2,126	8,777
Employer contributions	23,100	350
Benefits payments and expenses	(6,936)	(5,829)
Fair value of plan assets at end of year	176,238	157,948	$ 154,650
Unfunded Status	$ 37,798	$ 54,960

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Retirement Plans (Schedule of Amounts Included in Accumulated Other Comprehensive Income/Loss (detail) - USD ($) $ in Thousands	Mar. 31, 2016	Mar. 31, 2015
Amounts Included in Accumulated Other Comprehensive Pre-Tax Loss [Abstract]
Net loss	$ (45,248)	$ (50,883)
Prior service cost	(952)	(843)
Accumulated other comprehensive pre-tax loss	$ (46,091)	$ (51,835)

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Retirement Plans (Schedule of Accumulated Other Comprehensive Loss) (detail) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
OtherComprehensiveIncomeDefinedBenefitPlansAdjustmentNetOfTaxPeriodIncreaseDecreaseAbstract
Beginning Balance	$ (31,804)
Change in pension and post retirement benefits adjustment (net of tax)	(3,408)	$ 20,552	$ (11,296)
Ending Balance	$ (28,396)	$ (31,804)

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Retirement Plans (Schedule of Cost of Retirement Plans) (detail) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	$ 10,502	$ 8,515	$ 7,752
Interest cost	8,902	8,236	7,592
Expected return on plan assets	11,685	11,360	9,938
Amortization of net loss	(3,854)	(350)	(2,434)
Amortization of prior service cost	109
Net periodic benefit cost	$ 11,682	$ 5,741	$ 7,840

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Retirement Plans (Schedule of Assumptions Used) (detail)	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Schedule of Assumbptions Used [Abstract]
Discount rate - benefit obligation	4.36%	4.15%
Discount rate - pension expense	4.15%	4.85%
Expected return on plan assets	7.25%	7.25%
Rate of compensation increase	3.00%	3.00%

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Retirement Plans (Schedule of Allocation of Plan Assets) (detail)	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	100.00%
Percentage of Plan Assets	100.00%	100.00%
Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	99.00%
Percentage of Plan Assets	99.00%	97.00%
Cash [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	1.00%
Percentage of Plan Assets	1.00%	3.00%

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Retirement Plans (Schedule of Assets by Industry Type) (detail) - USD ($) $ in Thousands	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at beginning of year	$ 176,238	$ 157,948	$ 154,650
MoneyMarketFundsMember
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at beginning of year	1,497	5,545
Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at beginning of year	174,741	152,403
Equity Securities [Member] | Materials
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at beginning of year	9,379	5,460
Equity Securities [Member] | Industrials
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at beginning of year	30,355	33,813
Equity Securities [Member] | Telecommunication services
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at beginning of year	9,325	11,393
Equity Securities [Member] | Consumer staples
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at beginning of year	33,048	23,410
Equity Securities [Member] | Energy
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at beginning of year	14,658	15,062
Equity Securities [Member] | Financials
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at beginning of year	34,891	32,808
Equity Securities [Member] | Health Care
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at beginning of year	10,538	7,503
Equity Securities [Member] | Information technology
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at beginning of year	9,681	5,608
Equity Securities [Member] | Uitlities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at beginning of year	$ 22,866	$ 17,346

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Retirement Plans (Schedule of Estimated Benefit Payments) (detail) $ in Thousands	Mar. 31, 2016 USD ($)
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract]
2017	$ 6,799
2018	7,394
2019	7,964
2020	8,577
2021	9,324
2022-2024	$ 57,417

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Fair Value (table) (detail) - USD ($) $ in Thousands	Mar. 31, 2016	Mar. 31, 2015
Fair Value Disclosures [Abstract]
Long-term Debt, Gross	$ 315,539	$ 274,164
Long-term Debt, Fair Value	315,478	$ 274,999
Capital Lease Obligation, Gross	5,231
Captial Lease Obligation, Fair Vaue	$ 5,076

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Inventory (narrative) (detail) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Inventory Disclosure [Abstract]
Inventory, LIFO Reserve, Effect on Income, Net	$ 16.1	$ 6.9	$ 13.2
Effect of LIFO Inventory Liquidation on Income			$ 4.8
Effect Of LIFO Earnings Per Share Basic	$ 1.62	$ 0.64	$ 1.19
Effect Of LIFO Earnings Per Share Diluted	$ 1.6	$ 0.63	$ 1.19

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Inventory (table) (detail) - USD ($) $ in Thousands	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Inventory Disclosure [Abstract]
Finished products	$ 467,337	$ 414,154	$ 418,368
In process	25,855	22,651	16,056
Raw material and supplies	213,790	199,674	170,210
Total	706,982	636,479	604,634
Inventory, LIFO Reserve	139,275	164,067	153,384
Total Inventories	$ 567,707	$ 472,412	$ 451,250

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Other Operating Income and Expenses (detail) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Restructuring Cost and Reserve [Line Items]
Environmental Remediation Expense	$ 0.1	$ 0.3
Gain on sale of other assets	0.4	0.1	$ 0.2
Relationship transfer agreement	24.3
Prop 65 litigation settlement	$ 0.2
Midwest Plant Member [Member]
Restructuring Cost and Reserve [Line Items]
Gain from plant closing		$ 5.0
Sunnyside, WA [Member]
Restructuring Cost and Reserve [Line Items]
Gain (Loss) on Disposition of Assets			0.5
Gain on Purchase of Business			0.1
Allens [Member]
Restructuring Cost and Reserve [Line Items]
OtherNonrecurringIncome			2.9
Aircraft [Member]
Restructuring Cost and Reserve [Line Items]
Gain on sale of other assets			$ 0.7

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Segment Information (narrative) (detail)	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Export [Member]
Segment Reporting Information [Line Items]
Net Sales Percentage	8.50%	9.00%	9.20%
Green Giant Vegetables [Member]
Segment Reporting Information [Line Items]
Net Sales Percentage	11.00%	13.00%	13.00%
Fruit And Vegetable Segment [Member]
Segment Reporting Information [Line Items]
Assets Percentage	99.00%	99.00%	99.00%
Income Loss Fom Continuing Operations Before Income Taxes Percentage	100.00%	102.00%	93.00%

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Segment Information (table) (detail) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Segment Reporting Information [Line Items]
Net Sales	$ 1,275,360	$ 1,286,350	$ 1,340,208
Operating Income	88,549	20,354	24,906
Interest Expense, Net	8,044	6,862	7,564
Income Taxes Expense (Benefit)	25,999	4,221	3,563
Total Assets	895,327	806,448	768,853
Additions to Property, Plant and Equipment	9,966	23,734	19,448
Depreciation & Amortization	21,737	21,834	23,281
Fruit And Vegetable [Member]
Segment Reporting Information [Line Items]
Net Sales	1,239,179	1,246,115	1,302,857
Operating Income	87,120	18,865	22,365
Interest Expense, Net	7,923	6,778	7,415
Income Taxes Expense (Benefit)	25,551	3,775	3,118
Total Assets	888,968	798,640	761,078
Additions to Property, Plant and Equipment	9,232	22,177	17,339
Depreciation & Amortization	20,438	20,445	21,842
Snack [Member]
Segment Reporting Information [Line Items]
Net Sales	12,336	11,667	11,496
Operating Income	1,164	779	872
Interest Expense, Net	18	12	27
Income Taxes Expense (Benefit)	372	225	189
Total Assets	2,697	3,235	3,770
Additions to Property, Plant and Equipment	52	157
Depreciation & Amortization	351	367	394
Other Products [Member]
Segment Reporting Information [Line Items]
Net Sales	23,845	28,568	25,855
Operating Income	265	710	1,669
Interest Expense, Net	103	72	122
Income Taxes Expense (Benefit)	76	221	256
Total Assets	3,662	4,573	4,005
Additions to Property, Plant and Equipment	682	1,400	2,109
Depreciation & Amortization	$ 948	$ 1,022	$ 1,045

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Segment Information (classes of similar products/services) (table) (detail) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Segment Reporting Information [Line Items]
Net Sales	$ 1,275,360	$ 1,286,350	$ 1,340,208
General Mills Operations LLC [Member]
Segment Reporting Information [Line Items]
Net Sales	144,310	161,993	177,881
Canned Vegetables [Member]
Segment Reporting Information [Line Items]
Net Sales	746,501	754,556	753,318
Frozen [Member]
Segment Reporting Information [Line Items]
Net Sales	94,710	94,648	107,109
Fruit [Member]
Segment Reporting Information [Line Items]
Net Sales	253,658	234,918	264,549
Snack [Member]
Segment Reporting Information [Line Items]
Net Sales	12,336	11,667	11,496
Other Products [Member]
Segment Reporting Information [Line Items]
Net Sales	$ 23,845	$ 28,568	$ 25,855

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Plant Restructuring (narrative) (detail) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2013
Plant Restructuring	$ 10,302	$ 1,376	$ 501	$ 3,500
PropertySubjectToOperatingLeaseMember
Plant Restructuring	3,600
Midwest Plant Member [Member]
Plant Restructuring	100
Asset impairment cost
Plant Restructuring	5,600
Employee Severance [Member]
Plant Restructuring	200	800
Long Lived Asset Charges [Member]
Plant Restructuring	5,100	300	$ 500
Other Restructuring [Member]
Plant Restructuring	5,100	$ 300
Lease financing obligations [Member}
Plant Restructuring	$ 5,300

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Plant Restructuring (table) (detail) - USD ($)	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2013
Restructuring Cost and Reserve [Line Items]
Balance	$ 1,249,000	$ 10,000	$ 1,501,000
Plant Restructuring	10,302,000	1,376,000	501,000	$ 3,500,000
Cash payment/write offs	(2,679,000)	(137,000)	1,992,000
Balance	8,872,000	1,249,000	10,000	1,501,000
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Balance	715,000	10,000	20,000
Plant Restructuring	162,000	842,000
Cash payment/write offs	(877,000)	(137,000)	10,000
Balance	0	715,000	10,000	20,000
Long Lived Asset Charges [Member]
Restructuring Cost and Reserve [Line Items]
Balance	264,000	0	1,174,000
Plant Restructuring	5,065,000	264,000	341,000
Cash payment/write offs	(354,000)		(1,515,000)
Balance	4,975,000	264,000	0	1,174,000
Other Restructuring [Member]
Restructuring Cost and Reserve [Line Items]
Balance	270,000	0	307,000
Plant Restructuring	5,075,000	270,000	160,000
Cash payment/write offs	(1,448,000)		(467,000)
Balance	$ 3,897,000	$ 270,000	$ 0	$ 307,000

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Certain Transactions (detail) - USD ($) $ in Thousands	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Related Party [Line Items]
Raw Materials and Supplies	$ 183,674	$ 160,540
Director [Member]
Related Party [Line Items]
Raw Materials and Supplies	$ 1,000	$ 800	$ 1,100

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Assets Held For Sale (detail) $ in Thousands	Mar. 31, 2016 USD ($)
Assets Held For Sale Not Part Of Disposal Group Current [Abstract]
Assets Held For Sale	$ 5,025
Northwest Processing Facility [Member]
Assets Held For Sale Not Part Of Disposal Group Current [Abstract]
Assets Held For Sale	$ 5,000
Assets Percentage	0.60%

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Label	Element	Value
Common Class A Member
Common Stock, Shares, Outstanding	us-gaap_CommonStockSharesOutstanding	8,735,714
Common Class B Member
Common Stock, Shares, Outstanding	us-gaap_CommonStockSharesOutstanding	2,013,953