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, 2014 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.    X  

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, 2013 was approximately $257,158,000.

As of May 21, 2014, there were 8,735,789 shares of Class A common stock and 2,013,953 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, 2014 (the “2014 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 2014
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
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
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 Statements Schedules		16-20
SIGNATURES			21

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®, Aunt Nellie’s®, READ®, 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 General Mills Operations, LLC (“GMOL”) under our long-term Alliance Agreement that was amended and restated during the second quarter of fiscal year 2010.

As of March 31, 2014, the Company’s facilities consisted of 22 packaging plants strategically located throughout the United States, two can manufacturing plants, two seed packaging operations, a small farming operation and a limited 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 65 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 the Alliance Agreement with 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.  The business is based in Sunnyside, Washington, is a packer of canned pears, apples and cherries in the United States.   The rationale for the acquisition was twofold: (1) the business is 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 67% is canned vegetable packaging, 20% is canned fruit packaging, 12% 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

Principal Products and Markets

Food Packaging

1

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, Wisconsin, Washington, Idaho, Illinois, and Minnesota.  See Note 13 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, 2014, 2013, and 2012:

Classes of similar products/services:	2014		2013		2012
	(In thousands)
Net Sales:
GMOL *	$	177,881	$	165,684	$	166,231
Canned vegetables		753,318		746,892		743,123
Frozen *		107,109		84,935		96,870
Fruit		264,549		245,596		220,184
Snack		11,496		11,357		11,730
Other		25,855		21,833		19,667
Total	$	1,340,208	$	1,276,297	$	1,257,805
* GMOL includes frozen vegetable sales exclusively for GMOL.

Source and Availability of Raw Materials

The Company’s food packaging plants are located in major vegetable producing states and in two 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 $408,000 was paid as a royalty fee for the year ended March 31, 2014.

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®, Stokely®, 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.

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, 2014:
Net sales	$	232,127	$	336,628	$	477,694	$	293,759
Gross margin		19,680		22,379		31,178		17,726
Net earnings (loss)		1,347		6,603		6,846		(1,017	)
Inventories (at quarter end)		484,694		758,654		550,723		451,250
Revolver outstanding (at quarter end)		151,026		282,000		226,000		175,000
Year ended March 31, 2013:
Net sales	$	231,051	$	317,593	$	452,731	$	274,922
Gross margin		29,075		40,905		44,991		26,341
Net earnings		8,191		14,521		14,790		3,911
Inventories (at quarter end)		458,368		726,898		527,606		479,730
Revolver outstanding (at quarter end)		100,000		233,000		185,860		188,000

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 11% of the Company’s packaged foods sales were packed for retail customers under the Company’s branded labels of Seneca®, Libby’s®, Aunt Nellie’s®, Read®, and Seneca Farms®.  About 25% of packaged foods sales were packed for institutional food distributors and 51% were retail packed under the private label of our customers.  The remaining 13% was sold under the Alliance Agreement with GMOL (see note 13 of Item 8, Financial Statements and Supplementary Data).  Termination of the Alliance Agreement would substantially reduce the Company’s sales and profitability unless the Company was to enter into a new substantial supply relationship with GMOL or another major vegetable marketer.  The non-Alliance 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 Alliance 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 2014 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 2014, 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 six collective bargaining agreements with three unions covering approximately 900 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 three agreements that will expire in calendar 2015. There is one agreement that will expire in calendar 2016 and two agreements in calendar 2019.

Domestic and Export Sales

The following table sets forth domestic and export sales:

	Fiscal Year
	2014			2013			2012
	(In thousands, except percentages)
Net Sales:
United States	$	1,216,353		$	1,150,831		$	1,139,904
Export		123,855			125,466			117,901
Total Net Sales	$	1,340,208		$	1,276,297		$	1,257,805
As a Percentage of Net Sales:
United States		90.8	%		90.2	%		90.6	%
Export		9.2	%		9.8	%		9.4	%
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

The termination or non-renewal of the Alliance Agreement with GMOL could negatively affect our business and operations.

Since 1995, we have had an Alliance Agreement with GMOL, whereby we package canned and frozen vegetables for GMOL, primarily under the Green Giant brand name.  GMOL continues to be responsible for all of the sales, marketing and customer service functions for the Green Giant products.  General Mills, Inc. guarantees various GMOL financial obligations under the Alliance Agreement.

The Alliance Agreement ends December 31, 2019 but may be extended indefinitely unless terminated by either party in accordance with the provisions of the Alliance Agreement.  We are subject to extensive covenants in the Alliance Agreement with respect to quality and delivery of products, maintenance of the Alliance Agreement production plants and other standards of our performance.  If we were to fail in our performance of these covenants, GMOL would be entitled to terminate the Alliance Agreement.  Upon virtually all of the causes of termination enumerated in the Alliance Agreement, GMOL will acquire legal title to two production plants and certain of the other assets which we acquired under the Alliance Agreement and various financial adjustments between the parties will occur.  If GMOL or the Company terminates the Alliance Agreement without cause, the terminating party must pay a substantial termination payment.

Termination of the Alliance Agreement would, in most cases, entitle our principal lenders, including our long-term lenders, to declare a default under our loan agreements with them.  The principal lenders have a security interest in certain payments that we receive from GMOL both during and upon termination of the Alliance Agreement.  Unless we were to enter into a new substantial supply relationship with GMOL or another major vegetable marketer and acquire substantial production capacity to replace the GMOL production plants, any such termination would reduce our sales by approximately 13%.

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 2014 and 2013 constituted approximately 13% in both years, of our total sales.  Our sales of Green Giant product and financial performance under the Alliance Agreement depend to a significant extent on our success in producing quality Green Giant vegetables at competitive costs and GMOL’s success in marketing the products produced by us.  The ability of GMOL to successfully market these products will depend upon GMOL’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 GMOL’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 2014 represented approximately 6% 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.

5

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 GMOL under the Alliance Agreement and the fruits and vegetables we sell to various retail grocery chains which carry our customer’s own brand names.

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.

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 two plants that produce fruit products and one plant that produces pumpkin products.  We have two plants that manufacture empty cans, one with substantially more capacity than the other, 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 2014 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 17% of our canned product volume (excluding GMOL and purchased canned products) still includes BPA.

6

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.

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.

New 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 new rule, which is effective for the 2013 calendar year and requires a disclosure report to be filed by May 31 each year, will require 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 new rule could affect sourcing at competitive prices and availability in sufficient quantities of certain minerals, including tantalum, tin, gold, and tungsten, 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, 2014, we had approximately $230.8 million of total indebtedness, including various debt agreements and a $175.0 million outstanding balance on our $300.0 million to $400.0 million revolving credit facility (“Revolver”).  Scheduled debt service for fiscal 2015 is $2.3 million.  The Company will evaluate 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.  We renewed our Revolver during fiscal 2012 for five years so it now matures on July 20, 2016.  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. 

7

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, 2014, holders of Class B common stock and voting preferred stock held 87.4% 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.

As of March 31, 2014, our current executive officers and directors beneficially owned 11.0% of our outstanding shares of Class A common stock, 42.7% of our outstanding shares of Class B common stock and 62.0% of our voting preferred stock, or 43.5% 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, 2014, we had a LIFO reserve of $153.4  million which, at the U.S. corporate tax rate, represents approximately $53.7 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 $53.7 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.

8

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.

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
Buhl, Idaho		616		141
Payette, Idaho		382		43
Princeville, Illinois		271		303
Arlington, Minnesota		264		536
Blue Earth, Minnesota		286		346
Bricelyn, Minnesota		57		7
Glencoe, Minnesota		646		786
LeSueur, Minnesota		23		2
Montgomery, Minnesota		556		1,010
Rochester, Minnesota		1,078		840
Geneva, New York		779		608
Leicester, New York		198		91
Marion, New York		348		181
Lebanon, Pennsylvania		138		16
Dayton, Washington		253		41
Sunnyside, Washington		346		50
Yakima, Washington		122		8
Baraboo, Wisconsin		258		11
Cambria, Wisconsin		412		406
Clyman, Wisconsin		410		480
Cumberland, Wisconsin		375		304
Gillett, Wisconsin		320		105
Janesville, Wisconsin		1,119		302
Mayville, Wisconsin		297		367
Oakfield, Wisconsin		227		2,228
Ripon, Wisconsin		589		75
Non-Food Group
Penn Yan, New York		27		4
Total		12,610		9,405

9

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 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 4, 5 and 6 of Item 8, Financial Statements and Supplementary Data, for additional information about the Company’s long-term debt and lease commitments.

Item 3

Legal Proceedings

See Note 14, "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 2014 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.  A total of 3,017 were award in fiscal year 2014 under the terms of the 2007 Equity Plan.  As of March 31, 2014, there were 71,959 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. 

Common Stock Performance Graph

Refer to the information in the 2014 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		Programs
1/01/14 - 1/31/14		-		-	$	-	$	-		-
2/01/14 - 2/28/14		-		-	$	-	$	-		-
3/01/14 - 3/31/14		-		-	$	-	$	-		-
Total		-		-	$				$	-		346,121

Item 6

Selected Financial Data

Refer to the information in the 2014 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 2014 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 2014 Annual Report, “Quantitative and Qualitative Disclosures about Market Risk”, which is incorporated by reference.

Item 8

Financial Statements and Supplementary Data

Refer to the information in the 2014 Annual Report, "Consolidated Financial Statements and Notes thereto including Report of Independent Registered Public Accounting Firm," which is incorporated by reference.

11

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, 2014. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2014, 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, 2014. 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 (1992). Based on our assessment, management believes that, as of March 31, 2014, our internal control over financial reporting is effective based on those criteria.

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, 2014, based on criteria established in Internal Control-Integrated Framework (1992) 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.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2014, 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, 2014 and 2013, 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, 2014 and our report dated May 22, 2014 expressed an unqualified opinion thereon.

/s/ BDO USA, LLP

Milwaukee, Wisconsin

May  22, 2014

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, 2014 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 “Proposal One: Election of 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 August 7, 2014.  The Proxy Statement will be filed within 120 days after the end of the Company’s fiscal year ended March 31, 2014.

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 2014,” “Outstanding Equity Awards at 2014 Fiscal Year-End,” “Stock Vested in Fiscal Year 2014,” “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 2014 Annual Report, are incorporated by reference in Item 8:

Consolidated Statements of Net Earnings – Years ended March 31, 2014, 2013 and 2012

Consolidated Statements of Comprehensive Income – Years ended March 31, 2014, 2013 and 2012

Consolidated Balance Sheets - March 31, 2014 and 2013

Consolidated Statements of Cash Flows – Years ended March 31, 2014, 2013 and 2012

Consolidated Statements of Stockholders’ Equity – Years ended March 31, 2014, 2013 and 2012

Notes to Consolidated Financial Statements – Years ended March 31, 2014, 2013 and 2012

Reports of Independent Registered Public Accounting Firm

Pages

2. Supplemental Schedule:

 Report of Independent Registered Accounting Firm on Schedule 19

 Schedule II--Valuation and Qualifying Accounts 20

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 Alliance Agreement (incorporated by reference to Exhibit 10 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2009)

10.2**First Amendment to the Second Amended and Restated Alliance Agreement by and among Seneca Foods Corporation and General Mills Operations, LLC dated June 11, 2010 (incorporated by reference to Exhibit 10 to the Company’s Form 10-Q for the quarter ended July 3, 2010)

10.3 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).

10.4 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).

10.5 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).

16

10.6 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).

10.7 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 (filed herewith).

10.8 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 (filed herewith).

10.9 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)

10.10*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))

10.11*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 2014 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)

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, 2014, 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

**      Certain provisions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has been requested with respect of such omitted portions

***  Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

17

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 May 22, 2014 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, 2014, 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

May 22, 2014

18

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, 2014:
Allowance for doubtful accounts	$	201	$	23	$			$	(64)	(a)	$	160
Income tax valuation allowance	$	758	$	(368)	$	¾		$	¾		$	390
Year-ended March 31, 2013:
Allowance for doubtful accounts	$	206	$	(55)	$	44	(c)	$	6	(a)	$	201
Income tax valuation allowance	$	906	$	(148)	$	¾		$	¾		$	758
Year-ended March 31, 2012:
Allowance for doubtful accounts	$	247	$	(44)	$	¾		$	3	(a)	$	206
Income tax valuation allowance	$	1,749	$	181	$	¾		$	(1,024)	(b)	$	906
(a) Accounts written off, net of recoveries.
(b) Expiration of state credits which were fully reserved.
(c) Acquired via the Sunnyside acquisition.

19

SIGNATURES

Pursuant 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   May 22, 2014

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
/s/Arthur S. Wolcott Arthur S. Wolcott	Chairman and Director	May 22, 2014
/s/Kraig H. Kayser Kraig H. Kayser	President, Chief Executive Officer, Director	May 22, 2014
/s/Timothy J. Benjamin Timothy J. Benjamin	Senior Vice President, Chief Financial Officer and Treasurer	May 22, 2014
/s/Jeffrey L. Van Riper Jeffrey L. Van Riper	Vice President, Controller,  and Secretary (Principal Accounting Officer)	May 22, 2014
*	Director	May 22, 2014
Arthur H. Baer
*	Director	May 22, 2014
Peter R. Call
*                       John P. Gaylord	Director	May 22, 2014
*	Director	May 22, 2014
Susan A. Henry
*	Director	May 22, 2014
Samuel T. Hubbard, Jr.
*	Director	May 22, 2014
Thomas Paulson
*	Director	May 22, 2014
Susan W. Stuart /s/Kraig H. Kayser *By Kraig H. Kayser, Attorney-in-fact

20

EX-10.7

Exhibit 10.7

FOURTH AMENDMENT AGREEMENT

FOURTH AMENDMENT AGREEMENT (this “Agreement”) dated as of December 16, 2013 by and among (1) Seneca Foods Corporation, Seneca Snack Company and Seneca Foods, LLC (collectively, the “Borrowers”), (2) Marion Foods, Inc., Lebanon Valley Cold Storage, LLC, and Lebanon Valley Cold Storage, LP (collectively, the “Guarantors”), (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 and by that Third Amendment Agreement dated as of March 5, 2013 (as amended, the “Loan and Security Agreement”).

W I T N E S S E T H:

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

WHEREAS, Parent has previously notified the Agent that Independent Foods, LLC has been merged with and into Seneca LLC; and

WHEREAS, the 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.

§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 to the Agent the reasonable fees and expenses of counsel to the Agent in connection with the preparation of this Agreement.

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

§5.Amendments to the Loan and Security Agreement.

(a)Amendments to Section 1.1 of the Loan and Security Agreement.  The following new definitions are hereby added to Section 1.1 of the Loan and Security Agreement in their proper alphabetical order to read as follows:

“Dundee:  Dundee Insurance Company, Inc., a Utah corporation and wholly-owned Subsidiary of Parent, the sole business of Dundee Insurance Company, Inc. being the providing of insurance to Parent and its Subsidiaries.”

“Dundee Investments:  Investments made by Parent in Dundee from time to time in an aggregate amount not to exceed $15,000,000 in any fiscal year.”

(b)Amendments to Section 1.1 of the Loan and Security Agreement.  The definitions of “Restricted Investment” and “Subsidiary” appearing in Section 1.1 of the Loan and Security Agreement are hereby amended and restated in their entirety to read as follows:

“Restricted Investment: any Investment by a Borrower or Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Effective Date; (b) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance satisfactory to Agent; (c) loans and advances permitted under Section 10.2.6; (d) Permitted Acquisitions; (e) Investments existing on the Effective Date and listed on Schedule 2; (f) Investments consisting of promissory notes received as proceeds of Permitted Asset Dispositions; (g) other Investments in an aggregate amount not in excess of $2,000,000; (h) Investments by the Borrowers in Subsidiaries that have guarantied the Obligations and otherwise complied with the provisions of Section 10.1.9; (i) Dundee Investments; and (j) Investments with respect to Indebtedness permitted by Section 10.2.1(h) so long as the Person in which such Investments are made remains a Borrower; provided, however, that, with the exception of loans and advances referred to in Section 10.2.6(a) and clause (h) above, such Investments will be considered Investments permitted by hereunder only if all actions have been taken to the satisfaction of Agent to provide to Agent, for the benefit of Secured Parties, a first priority perfected security interest in all of such Investments free of all Liens other than Permitted Liens.”

“Subsidiary:  any entity at least 50% of whose voting securities or Equity Interests is owned by a Borrower or any combination of Borrowers (including indirect ownership by a Borrower through other entities in which the Borrower directly or indirectly owns 50% of the voting securities or Equity Interests); provided that for purposes of this Agreement and the other Loan Documents, Dundee will not be deemed a Subsidiary.”

(c)Amendment to Section 1.1 of the Loan and Security Agreement.  The definition of “Permitted Acquisition” appearing in Section 1.1 of the Loan and Security Agreement is hereby amended by (i) amending and restating subsection (e)(ii)(B) and (ii) amending and restating subsection (e)(ii)(C), in each case, in its entirety to read as follows:

“(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 with respect to the acquisition of Dundee), such Borrower shall (1) pledge the Equity Interests of such Person to Agent, for the benefit of Secured Parties, pursuant to the Pledge Agreement and shall execute such amendment to the Pledge Agreement 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.”

(d)Amendment to Section 10.1.7 of the Loan and Security Agreement.  Section 10.1.7 of the Loan and Security Agreement is hereby amended and restated in its entirety to read as follows:

“10.1.7                      .           Insurance.  In addition to the insurance required hereunder with respect to Collateral, maintain with financially sound and reputable insurers (or through Dundee as its captive insurer) insurance with respect to their properties and business against such casualties and contingencies as shall be in accordance with the general practices of businesses engaged in similar activities in similar geographic areas and in amounts, containing such terms, in such forms and for such periods as may be reasonable and prudent and in accordance with the terms of the Security Documents.”

(e)Amendment to Section 10.2.1 of the Loan and Security Agreement.  Section 10.2.1 of the Loan and Security Agreement is hereby amended by amending and restating clause (l) in its entirety to read as follows:

“(l)           Indebtedness that is not included in any of the preceding clauses of this Section (and which is not owing to Dundee) and is either (i) not secured by any Lien and does not exceed $250,000,000 in the aggregate at any time; or (ii) secured by Lien and does not exceed $250,000,000 in the aggregate at any time, provided that the Liens granted to secure such Indebtedness (x) are on Property other than the Collateral or (y) are on Property that constitutes Collateral so long as such Lien is junior and subordinated, on terms and conditions satisfactory to Agent, to the Liens granted in favor of Agent and/or Collateral Agent.”

(f)Amendment to Section 10.2.7 of the Loan and Security Agreement.  Section 10.2.7 of the Loan and Security Agreement is hereby amended and restated in its entirety to read as follows:

“10.2.7                      .           Restrictions on Payment of Certain Indebtedness.  Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Subordinated Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Indebtedness; or (b) Indebtedness (other than the Obligations) prior to its due date under the agreements evidencing such Indebtedness as in effect on the Effective Date (or as amended thereafter with the consent of Agent), unless made in connection with refinancing of such Indebtedness permitted under Section 10.2.1.

(g)Amendment to Section 10.2.16 of the Loan and Security Agreement.  Section 10.2.16 of the Loan and Security Agreement is hereby amended and restated in its entirety to read as follows:

“10.2.16                      .           Affiliate Transactions.  Enter into or be party to any transaction with an Affiliate, except (a) transactions contemplated by the Loan Documents; (b) payment of reasonable compensation to officers and employees for services actually rendered, and loans and advances permitted by Section 10.2.6; (c) payment of customary directors’ fees and indemnities; (d) transactions solely among Borrowers; (e) transactions with Affiliates that were consummated prior to the Effective Date, as shown on Schedule 10.2.16; (f) transactions with Dundee upon fair and reasonable terms and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate, consistent with Dundee's role as a wholly-owned Subsidiary of Parent, the sole business of which is to provide insurance to Parent and its Subsidiaries; and (g) transactions with Affiliates in the Ordinary Course of Business, upon fair and reasonable terms fully disclosed to Agent and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate.

§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).

(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 of an executed counterpart shall have the same effect as the original executed counterpart.

[Intentionally Left Blank - Signature Page Follows]

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

SENECA FOODS CORPORATION

By: /s/Timothy Benjamin

Name: Timothy Benjamin

Title:   CFO

SENECA SNACK COMPANY

By:/s/Timothy Benjamin

Name: Timothy Benjamin

Title:   Treasurer

SENECA FOODS, LLC

By: /s/Timothy Benjamin

Name:  Timothy Benjamin

Title:    Treasurer

MARION FOODS, INC.

By: /s/Timothy Benjamin

Name: Timothy Benjamin

Title:   Treasurer

LEBANON VALLEY COLD STORAGE, LLC

By: /s/Timothy Benjamin

Name: Timothy Benjamin

Title:   Treasurer

LEBANON VALLEY COLD STORAGE, LP

By:           Lebanon Valley Cold Storage, LLC,

Its General Partner

By: /s/Timothy Benjamin

Name: Timothy Benjamin

Title:   Treasurer

BANK OF AMERICA, N.A.,

as Agent, Lender and Issuing Bank

By: /s/Edgar Ezerins

Name: Edgar Ezerins

Title:   SVP

RBS CITIZENS BUSINESS CAPITAL, a division of RBS ASSET FINANCE, INC., a subsidiary of RBS CITIZENS, N.A.,

as a Lender

By: /s/John D. Bobbin

Name: John D. Bobbin

Title:   Senior Vice President

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

By: /s/Betty Janelle

Name: Betty Janelle

Title:   Managing Director

By:   /s/Michael T. Harder

Name: Michael T. Harder

Title:   Managing Director

MANUFACTURERS AND TRADERS TRUST COMPANY, as a Lender

By:  /s/Ellen M. Wayne

Name: Ellen M. Wayne

Title:   Administrative Vice President

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By:

Name:

Title:

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

By:

Name:

Title:

:

BMO HARRIS BANK N.A., as a Lender

By: /s/Quinn Heiden

Name: Quinn Heiden

Title:   VP

GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender

GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender

By: /s/Philip F. Carfora

Name: Philip F. Carfora

Title:   Duly Authorized Signatory

EX-10.8

Exhibit 10.8

FIFTH AMENDMENT AGREEMENT

FIFTH AMENDMENT AGREEMENT (this “Agreement”) dated as of April 1, 2014 by and among (1) Seneca Foods Corporation, Seneca Snack Company and Seneca Foods, LLC (collectively, the “Borrowers”), (2) Marion Foods, Inc., Lebanon Valley Cold Storage, LLC, and Lebanon Valley Cold Storage, LP (collectively, the “Guarantors”), (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, and by that certain Fourth Amendment Agreement dated as of December 16, 2013 (as further amended, the “Loan and Security Agreement”).

W I T N E S S E T H:

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

WHEREAS, the 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.

§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 to the Agent the reasonable fees and expenses of counsel to the Agent in connection with the preparation of this Agreement.

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

(e)Truitt Acquisition.  The Agent shall have received a certified copy of each of:

(i)that certain Share Purchase Agreement, dated as of the date hereof, among David J. Truitt, Peter W. Truitt, Truitt Bros., Inc. (“TBI”), Murlark Properties, LLC (“Murlark”), Bluegrass Holdings, LLC (“Bluegrass”), and the Parent,

(ii)that certain Buy-Sell and Option Agreement, made and entered into effective as of April 1, 2014, among David J. Truitt, Luciana T. Truitt, the Parent, TBI and Murlark,

(iii)that certain Escrow Agreement, dated as of the date hereof, among Peter W. Truitt, the Parent and U.S. Bank National Association, and

(iv)the Organic Documents of each of TBI and Murlark including, without limitation, that certain Management Operating Agreement with respect to each of TBI, Murlark and Bluegrass, dated as of the date hereof, among TBI, Murlark and Bluegrass, David J. Truitt, Luciana T. Truitt and the Parent,

in each case including all schedules, exhibits, amendments, supplements, modifications, assignments and all other material documents delivered pursuant thereto or in connection therewith, each in form and substance satisfactory to the Required Lenders.

(f)Pledge Agreement Amendment.  The Parent and the Agent shall have executed and delivered an amendment to the Pledge Agreement with respect to the Parent’s Equity Interests in TBI and Murlark, and TBI and Murlark shall have executed and delivered an acknowledgement of and joinder to the Pledge Agreement, each in form and substance satisfactory to the Required Lenders.

(g)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.Amendments to the Loan and Security Agreement.

(a)Amendments to Section 1.1 of the Loan and Security Agreement.  The following new definitions are hereby added to Section 1.1 of the Loan and Security Agreement in their proper alphabetical order to read as follows:

“Bluegrass:  Bluegrass Holdings, LLC, an Oregon limited liability company, 100% of the Equity Interests of which are owned by Murlark.”

“Buy-Sell and Option Agreement: the Buy-Sell and Option Agreement, made and entered into effective as of April 1, 2014, among David J. Truitt, Luciana T. Truitt, the Parent, TBI and Murlark (as in effect on April 1, 2014).”

“GAAP Subsidiary:  any entity which, in accordance with GAAP, has its accounts consolidated with the Borrowers’ accounts.”

“Murlark:  Murlark Properties, LLC, an Oregon limited liability company.”

“TBI:  Truitt Bros., Inc., an Oregon corporation.”

“Truitt Company:  any of TBI, Murlark and Bluegrass.   “Truitt Companies” means TBI, Murlark and Bluegrass collectively.”

“Truitt 50% Acquisition:  the acquisition by the Parent from Peter W. Truitt of one hundred percent (100%) of Peter W. Truitt’s ownership interest in each of TBI and Murlark, which ownership interest constitutes an aggregate of fifty percent (50%) of the Equity Interests of TBI and fifty percent (50%) of the Equity Interests of Murlark, in each case pursuant to that certain Share Purchase Agreement, dated as of April 1, 2014, among David J. Truitt, Peter W. Truitt, TBI, Murlark, Bluegrass and the Parent, for an aggregate purchase price not to exceed $20,000,000.”

“Truitt Required Sale Provisions:  the provisions set forth in the last sentence of Section 3.1 (Truitt Put Option), Section 3.3 (Required Sale of Entities), and the last sentence of Section 4 (Purchase upon Death) of the Buy-Sell and Option Agreement, in each case to the extent such provisions would obligate the Parent to sell any of its Equity Interests in a Truitt Company, approve a sale of assets of a Truitt Company, cooperate with any other Selling Owner (as defined therein) with respect to any such sale, use its best efforts to sell its Equity Interests in a Truitt Company to a prospective purchaser in any such sale, or execute any documents effectuating any such sale.”

(b)Amendments to Section 1.1 of the Loan and Security Agreement.  The definitions of “Permitted Asset Disposition” and “Subsidiary” appearing in Section 1.1 of the Loan and Security Agreement are hereby amended and restated in their entirety to read as follows:

“Permitted Asset Disposition: as long as no Default or Event of Default exists and all Net Proceeds of Collateral are remitted to Agent to be applied to the Obligations, an Asset Disposition that is (a) a sale of Inventory in the Ordinary Course of Business; (b) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (c) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from an Obligor’s default; (d) the licensing of Intellectual Property in the Ordinary Course of Business; (e) other Asset Dispositions having a net book value on the Borrowers’ books and records not in excess of $25,000,000 in the aggregate in any Fiscal Year and $75,000,000 in the aggregate from and after the Effective Date so long as each such Asset Disposition is in exchange for consideration having a fair market value at least equal to that of the property exchanged; (g) a Delayed Lease Financing; (h) a sale by the Parent of Equity Interests of a Truitt Company required pursuant to the Truitt Required Sale Provisions; or (i) approved in writing by Agent and Required Lenders.”

“Subsidiary:  any entity at least 50% of whose voting securities or Equity Interests is owned by a Borrower or any combination of Borrowers (including indirect ownership by a Borrower through other entities in which the Borrower directly or indirectly owns 50% of the voting securities or Equity Interests); provided that for purposes of this Agreement and the other Loan Documents, Dundee will not be deemed a Subsidiary; provided further that no Truitt Company will be deemed to be a Subsidiary until such time as the Borrowers directly or indirectly own 100% of the voting securities or Equity Interests of such Truitt Company.”

(c)Amendment to Section 1.1 of the Loan and Security Agreement.  The definition of “Permitted Acquisition” appearing in Section 1.1 of the Loan and Security Agreement is hereby amended by amending and restating subsection (e) in its entirety to read as follows:

“(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:

(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 shall (1) pledge the Equity Interests of such Person to Agent, for the benefit of Secured Parties, pursuant to the Pledge Agreement and shall execute such amendment to the Pledge Agreement 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.”

(d)Amendment to Section 10.1.2 of the Loan and Security Agreement.  Clauses (a) and (b) of Section 10.1.2 of the Loan and Security Agreement are hereby amended and restated in their entirety to read as follows:

“(a)           as soon as available, and in any event within 90 days after the close of each Fiscal Year, (i) consolidated balance sheets as of the end of such Fiscal Year and the related consolidated statements of income, cash flow and shareholders’ equity for such Fiscal Year, for Borrowers and GAAP Subsidiaries, which shall be audited and certified (without qualification) by a firm of independent certified public accountants of recognized standing selected by Borrowers and acceptable to Agent, and shall set forth in comparative form corresponding figures for the preceding Fiscal Year and other information acceptable to Agent, and (ii) to the extent the GAAP Subsidiaries include any Person that is not a Subsidiary, consolidated balance sheets as of the end of such Fiscal Year and the related consolidated statements of income, cash flow and shareholders’ equity for such Fiscal Year, for Borrowers and Subsidiaries, certified by the chief financial officer of Borrower Agent, together with such financial statements prepared using first-in, first-out method of inventory accounting as certified by the chief financial officer of Borrower Agent;

(b)           as soon as available, and in any event within 45 days after the end of each Fiscal Quarter, unaudited consolidated balance sheets as of the end of such Fiscal Quarter and the related consolidated statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, for Borrowers and GAAP Subsidiaries and, to the extent the GAAP Subsidiaries include any Person that is not a Subsidiary, for Borrowers and Subsidiaries, setting forth in comparative form corresponding figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the preceding Fiscal Year and certified by the chief financial officer of Borrower Agent as prepared in accordance with GAAP and fairly presenting the financial position and results of operations for such Fiscal Quarter and period, except for normal year end adjustments and the absence of footnotes, together with such financial statements prepared using first-in, first-out method of inventory accounting as certified by the chief financial officer of Borrower Agent;”

(e)Amendment to Section 10.2.2 of the Loan and Security Agreement.  Section 10.2.2 of the Loan and Security Agreement is hereby amended by (i) deleting the word “and” appearing at the end of clause (p) thereof, (ii) deleting the period at the end of clause (q) thereof and inserting the phrase “; and” in lieu thereof, and (iii) adding a new clause (r) at the end thereof to read as follows:

“(r)           at any time the Parent owns an Equity Interest in a Truitt Company and such Truitt Company is deemed not to be a Subsidiary hereunder, Liens in favor of David J. Truitt and Luciana T. Truitt on the Equity Interests of such Truitt Company arising solely from (i) the Truitt Required Sale Provisions or (ii) the provisions set forth in the last two sentences of Section 3.2 of the Buy-Sell and Option Agreement.”

(f)Amendment to Section 10.2.11 of the Loan and Security Agreement.  Section 10.2.11 of the Loan and Security Agreement is hereby amended and restated in its entirety to read as follows:

“10.2.11.  Tax Consolidation.  File or consent to the filing of any consolidated income tax return with any Person other than Borrowers and Subsidiaries; provided that, if at any time a Truitt Company is not a Subsidiary hereunder but a Borrower is required to include such Truitt Company in its consolidated income tax return pursuant to the Code, such Truitt Company may be included in any such consolidated income tax return.”

§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).

(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.

[Intentionally Left Blank - Signature Page Follows]

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

SENECA FOODS CORPORATION

By: /s/Timothy Benjamin

Name: Timothy Benjamin

Title:   CFO

SENECA SNACK COMPANY

By:/s/Timothy Benjamin

Name: Timothy Benjamin

Title:   Treasurer

SENECA FOODS, LLC

By:  /s/Timothy Benjamin

Name:  Timothy Benjamin

Title:    Treasurer

MARION FOODS, INC.

By:/s/Timothy Benjamin

Name: Timothy Benjamin

Title:   Treasurer

LEBANON VALLEY COLD STORAGE, LLC

By:/s/Timothy Benjamin

Name: Timothy Benjamin

Title:   Treasurer

LEBANON VALLEY COLD STORAGE, LP

By:           Lebanon Valley Cold Storage, LLC,

Its General Partner

By: /s/Timothy Benjamin

Name: Timothy Benjamin

Title:   Treasurer

BANK OF AMERICA, N.A.,

as Agent, Lender and Issuing Bank

By: /s/Edgar Ezerins

Name: Edgar Ezerins

Title:   SVP

RBS CITIZENS BUSINESS CAPITAL, a division of RBS ASSET FINANCE, INC., a subsidiary of RBS CITIZENS, N.A.,

as a Lender

By: /s/John D. Bobbin

Name: John D. Bobbin

Title:   Senior Vice President

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

By: /s/Betty Janelle

Name: Betty Janelle

Title:   Managing Director

By:  /s/Kimberly English

Name: Kimberly English

Title:   Managing Director

MANUFACTURERS AND TRADERS TRUST COMPANY, as a Lender

By: /s/Ellen M. Wayne

Name: Ellen M. Wayne

Title:   Administrative Vice President

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By: /s/Lisa Freeman

Name: Lisa Freeman

Title:   SVP

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

By: /s/Krista Mize

Name: Krista Mize

Title:   Authorized Signatory

BMO HARRIS BANK N.A., as a Lender

By: /s/Kimberly Ptak

Name: Kimberly Ptak

Title:   Authorized Signer

GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender

By: /s/Philip F. Carfora

Name: Philip F. Carfora

Title:   Duly Authorized Signatory

EX-13

Summary of Operations and Financial Condition
(In thousands of dollars, except per share data and ratios)
Years ended March 31,	2014			2013(a)			2012			2011(b)			2010
Net sales	$	1,340,208		$	1,276,297		$	1,257,805		$	1,189,585		$	1,273,004
Operating income before interest (c)	$	23,604		$	70,934		$	25,623		$	32,294		$	84,998
Interest expense, net		6,262			7,486			8,102			8,827			9,638
Net earnings (c)		13,779			41,413			11,256			17,671			48,411
Basic earnings per common share (c)	$	1.24		$	3.59		$	0.93		$	1.45		$	3.98
Diluted earnings per common share (c)		1.23			3.57			0.92			1.45			3.96
Working capital	$	452,771		$	446,899		$	425,082		$	294,712		$	404,610
Inventories		451,250			479,730			432,433			455,236			446,464
Goodwill		-			-			-			-			-
Net property, plant, and equipment		183,917			188,407			192,825			188,012			178,113
Total assets		768,853			798,456			738,036			744,708			719,333
Long-term debt and capital lease
obligations, less current portion		216,239			230,016			226,873			90,060			207,924
Stockholders’ equity		393,632			367,166			354,673			353,832			335,010
Additions to property, plant, and equipment	$	19,448		$	16,371		$	27,425		$	19,473		$	20,783
Net earnings/average equity		3.6	%		11.5	%		3.2	%		5.1	%		15.7	%
Earnings before taxes/sales		1.3	%		5.0	%		1.4	%		2.0	%		5.9	%
Net earnings/sales		1.0	%		3.2	%		0.9	%		1.5	%		3.8	%
Long-term debt/equity (d)		54.9	%		62.6	%		64.0	%		25.5	%		62.1	%
Total debt/equity ratio	1.0:1			1.2:1			1.1:1			1.1:1			1.2:1
Current ratio	4.5:1			3.8:1			4.6:1			2.1:1			4.0:1
Total stockholders’ equity per equivalent common share (e)	$	35.25		$	32.83		$	29.15		$	28.96		$	27.43
Stockholders’ equity per common share		36.12			33.62			29.81			29.61			28.37
Class A Global Market System
closing price range		36.07-27.80			33.63-21.42			29.73-18.34			32.68-22.02			33.49-21.44
Class B Global Market System
closing price range		36.29-27.42			33.40-21.41			29.70-19.20			32.99-22.30			33.17-20.86
Common cash dividends declared per share		-			-			-			-			-
Price earnings ratio		25.8			9.2			28.7			20.5			7.4
(a) The fiscal 2013 financial results include two and one-half months of operating activity related to the Sunnyside acquisition.
(b) The fiscal 2011 financial results include eight months of operating activity related to the Lebanon acquisition.
(c) 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 $4.5 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 $47.3 million and
net earnings by $30.8 million or $2.53 per share ($2.52 diluted). The effect of using the LIFO inventory valuation method in
fiscal 2011 was to increase operating earnings by $7.9 million and net earnings by $5.1 million or $0.42 per share ($0.42 diluted).
The effect of using the LIFO inventory valuation method in fiscal 2010 was to reduce operating earnings by $11.2 million and net
earnings by $7.3 million or $0.61 per share ($0.60 diluted).
(d) The long-term debt to equity percentage for fiscal 2014, 2013, 2012, and 2010 includes the Revolving Credit Facility as discussed
in Note 5, Long-Term Debt. For the year 2011, the Revolving Credit Facility was included in current liabilities. If calculated on a
comparable basis to fiscal 2014, 2013, 2012, and 2010, the 2011 percentage would be 63.8%.
(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 8 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 North America’s leading provider 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 the largest 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®, Seneca Farms® and Seneca labels, including Seneca snack chips.  In addition, Seneca provides vegetable products under an alliance with General Mills Operations, LLC, a subsidiary of General Mills, Inc., under the Green Giant label.

During 2013, the Company acquired 100% of the membership interest in Independent Foods, LLC. which is a provider of canned fruit products. In 2013, canned fruit products represented 20% of the Company’s sales.

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 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.

During 2012, there were no material adjustments to Plant Restructuring.

Divestitures, Other Charges and Credits

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 (see Note 2, Acquisitions). 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.

Other operating income in 2013 included a gain of $2.0 million as a result of the estimated fair market value of the net assets acquired exceeding the purchase price of Sunnyside (see Note 2, Acquisitions).  The Company also recorded a gain of $0.3 million from the sale of property located in Cambria, Wisconsin and a net loss of $0.3 million on the disposal of certain other  fixed assets.

Other operating income in 2012 included a gain of $0.7 million from the sale of property located in LeSueur, MN and a gain of $0.1 million from the sale of other property.

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.

2

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

Revolving Credit Facility

The Company completed the closing of a new five year revolving credit facility (“Revolver”) on July 20, 2011.  During 2013, the Company executed $50.0 million of the $200.0 million accordion feature of the Revolver to expand available borrowings under the Revolver from $250.0 million to $300.0 million from April through July and $350.0 million to $400.0 million from August through March of each year under the Revolver. The Revolver balance as of March 31, 2014 was $175.0 million and is included in Long-Term Debt in the accompanying Consolidated Balance Sheet. 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 believes that cash flows from operations and availability under its 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 GMOL at the end of each pack cycle, which typically occurs during these quarters. GMOL 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:

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
	(In thousands)
Year ended March 31, 2014:
Net sales	$	232,127	$	336,628	$	477,694	$	293,759
Gross margin		19,680		22,379		31,178		17,726
Net earnings (loss)		1,347		6,603		6,846		(1,017	)
Inventories (at quarter end)		484,694		758,654		550,723		451,250
Revolver outstanding (at quarter end)		151,026		282,000		226,000		175,000
Year ended March 31, 2013:
Net sales	$	231,051	$	317,593	$	452,731	$	274,922
Gross margin		29,075		40,905		44,991		26,341
Net earnings		8,191		14,521		14,790		3,911
Inventories (at quarter end)		458,368		726,898		527,606		479,730
Revolver outstanding (at quarter end)		100,000		233,000		185,860		188,000

3

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

Short-Term Borrowings

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 through the year.

During 2014, the Company entered into some interim lease notes which financed down payments for various equipment orders at market rates.  As of March 31, 2014, these interim notes had not been converted into operating leases since the equipment was not yet delivered.  These notes, which total $12.3 million as of March 31, 2014, 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 1.65%.

During 2014, the maximum level of short-term borrowings was affected by the payoff of a $36.7 million loan to a third party lender, which took place in August 2013. The maximum level of short-term borrowings during 2013 was affected by the Hancock stock buyback of $25.9 million, the acquisition of Independent Foods, LLC, which took place in January 2013 and the receipt of the $10.0 million related to a loan repayment from a third party borrower.  Details of this acquisition are outlined in Note 2 of the Notes to Consolidated Financial Statements. Details of the loan are outlined in Note 3 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 2014 and 2013:

	Fourth Quarter						Year Ended
	2014			2013			2014			2013
	(In thousands)
Reported end of period:
Revolver outstanding	$	175,000		$	188,000		$	175,000		$	188,000
Weighted average interest rate		1.65	%		1.70	%		1.65	%		1.70	%
Reported during period:
Maximum Revolver	$	239,482		$	236,000		$	318,601		$	258,000
Average Revolver outstanding	$	213,487		$	211,970		$	214,528		$	166,198
Weighted average interest rate		1.49	%		1.54	%		1.60	%		1.54	%

Long-Term Debt

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. At March 31, 2014, the Company has two mortgages outstanding totaling $19.0 million, and four industrial revenue bonds ("IRBs"), totaling $22.6 million. As discussed in Note 5, Long-Term Debt, the Company classified its Revolver balance as long-term debt at March 31, 2014. The Company issued a $1.5 million new economic development note during 2014. The Company did not issue any significant long-term debt in 2013, other than the Revolver. In 2013, the Company reached an agreement to extend the term of its $5.1 million Wayne County Industrial Revenue Development Bonds, included in the IRBs, from June 1, 2012 to June 1, 2017.

4

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

As of March 31, 2014, scheduled maturities of long-term debt in each of the five succeeding fiscal years and thereafter are presented below. The March 31, 2014 Revolver balance of $175.0 million is presented as being due in fiscal 2017, based upon the Revolver’s July 20, 2016 maturity date (in thousands):

.

2015	$	2,277
2016		2,530
2017		177,667
2018		7,904
2019		3,034
Thereafter		25,104
Total	$	218,516

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 General Electric Commercial Finance, 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, 2014.

Capital Expenditures

Capital expenditures in 2014 totaled $19.4 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. Capital expenditures in 2013 totaled $16.4 million and included $3.3 million to complete a warehouse expansion in Ripon, Wisconsin started in 2012 and $0.5 million to complete a dock expansion project in Lebanon, Pennsylvania started in 2012, equipment replacements and other improvements, and cost saving projects. Capital expenditures in 2012 totaled $27.4 million and included $4.0 million towards the completion of a warehouse project in Ripon, Wisconsin, $2.2 million to complete a warehouse expansion in Cumberland, Wisconsin, $1.7 million towards a dock expansion in Lebanon, Pennsylvania, equipment replacements and other improvements, and cost saving projects.

Accounts Receivable

In 2014, accounts receivable decreased by $1.3 million or 1.6% versus 2013, due to the impact on cash receipts due to the timing of year end, partially offset by higher sales volume in the fourth quarter of 2014 compared to the 2013. In 2013, accounts receivable increased by $1.1 million or 1.5% versus 2012, due to the Sunnyside acquisition, partially offset by decreased sales volume in the fourth quarter of 2013 compared to 2012 excluding Sunnyside.

Loan Receivable

During 2012, the Company signed a letter of intent to acquire one of its competitors in the canned and frozen vegetable industry.  During the due diligence process, the Company invested $10.0 million in the selling company's revolving loan facility, in order to facilitate the exit of several existing lenders.  Although the Company ultimately decided not to proceed with the transaction, the Company continued to have this investment, which was recorded as a loan receivable on its balance sheet at March 31, 2012. The loan receivable was paid off, including interest, during 2013.

Inventories

In 2014, inventories decreased by $28.5 million primarily reflecting a $46.3 million decrease in finished goods due to the increase in the LIFO reserve balance and the short 2013 pack (fiscal 2014) of certain commodities, partially offset by the effect of higher raw material quantities. The LIFO reserve balance was $153.4 million at March 31, 2014 versus $133.0 million at the prior year end.

In 2013, inventories increased by $47.3 million primarily reflecting the effect of higher finished goods quantities, the Sunnyside acquisition and higher work in process quantities. The LIFO reserve balance was $133.0 million at March 31, 2013 versus $137.2 million at the prior year end.

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

5

Critical Accounting Policies

During the year ended March 31, 2014, the Company sold for cash, on a bill and hold basis, $150.3 million of Green Giant finished goods inventory to GMOL. As of March 31, 2014, $71.9 million of this product, included in 2014 sales, remained unshipped. At the time of the sale of the Green Giant vegetables to GMOL, title of the specified inventory transferred to GMOL. 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, 2014, the Company was obligated to make cash payments in connection with its debt, operating 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, 2014
							2020
	2015			2016-17		2018-19	and beyond		Total
	(In thousands)
Long-term debt	$	2,277	$	180,197	$	10,938	$	25,104	$	218,516
Interest		5,121		7,426		1,899		2,831		17,277
Operating lease obligations		36,759		61,232		43,536		33,647		175,174
Purchase commitments		225,361		—		—		—		225,361
Total	$	269,518	$	248,855	$	56,373	$	61,582	$	636,328

In addition, the Company's defined benefit plan has an unfunded pension liability of $15.8 million which is subject to certain actuarial assumptions.  The unfunded status decreased by $12.7 million during 2014 reflecting the actual fair value of plan assets as of March 31, 2014 and the current unfunded liability based on the projected benefit obligation, which increased from $163.5 million to $170.5 million.  This unfunded status decrease was recognized via the actual gain on  plan assets and the decrease in accumulated other comprehensive income of $11.3 million after the income tax benefit of $7.2 million. Plan assets increased from $135.0 million as of March 31, 2013 to $154.7 million as of March 31, 2014 due to a continued recovery in market conditions and the $2.0 million contribution by the Company.  The Company made this contribution to maintain our funding status at an acceptable level.  The unfunded liability is reflected in other liabilities in the Consolidated Balance Sheets.

During 2014, the Company entered into new operating leases of approximately $62.6 million, based on the if-purchased value, which was primarily agricultural and packaging equipment.

6

Purchase commitments represent estimated payments to growers for crops that will be grown during the calendar 2014 season.

Due to uncertainties related to FASB Accounting Standards Codification (“ASC”) 740, Income Taxes, 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, 2014, the Company had $10.6 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 2014, the Company’s cash and cash equivalents decreased by $0.3 million, which is due to the net impact of $58.0 million provided by operating activities, $18.4 million used in investing activities, and $39.9 million used in financing activities.

Operating Activities

Cash provided by operating activities increased to $58.0 million in 2014 from $29.7 million in 2013. The increase is primarily attributable to a lower increase in other current assets (mostly lease deposits) and decreased inventories, exclusive of LIFO, partially offset by an decrease in net earnings in 2014 versus 2013. The 2014 LIFO charge of $20.4 million resulted in an increase in the tax payment deferral of $7.1 million.

Cash provided by operating activities decreased to $29.7 million in 2013 from $41.9 million in 2012. The decrease is primarily attributable to increased other current assets (primarily lease deposits) and increased inventories, exclusive of LIFO, primarily offset by an increase in net earnings in 2013 versus 2012.  The 2012 LIFO credit of $4.2 million resulted in a reduction in the tax payment deferral of $1.5 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.

Investing Activities

Cash used in investing activities was $18.5 million for 2014, principally reflecting capital expenditures. Capital expenditures aggregated $19.4 million in 2014 versus $16.4 million in 2013. The increase was primarily attributable to more large projects in 2014. There were two major projects in 2014 as follows: 1) $7.6 million towards the completion of pouch building project in Janesville, Wisconsin, and 2) $3.6 million for the start of a warehouse project in Sunnyside, Washington.

Cash used in investing activities was $11.0 million for 2013, principally reflecting capital expenditures and the Sunnyside acquisition partially offset by the collection of the loan receivable. Capital expenditures aggregated $16.4 million in 2013 versus $27.4 million in 2012. The decrease was primarily attributable to fewer large projects in 2013. There were two major projects in 2013 as follows: 1) $3.3 million to complete a warehouse expansion in Ripon, Wisconsin started in 2012, and 2) $0.5 million to complete a dock expansion project in Lebanon, Pennsylvania started in 2012.

Financing Activities

Cash used by financing activities was $39.9 million in 2014 representing a net pay down on the Revolver of $51.7 million partially offset by interim funding of $12.3 million.  The Company purchased $0.7 million of treasury stock during 2014 versus $28.4 million purchased in 2013.

7

Cash used by financing activities was $14.0 million in 2013.  The Company purchased $28.4 million of treasury stock during 2013 versus $1.2 million purchased in 2012.  This was offset by net proceeds on the Revolver of $14.2 million.

RESULTS OF OPERATIONS

Classes of similar products/services:	2014		2013		2012
	(In thousands)
Net Sales:
GMOL *	$	177,881	$	165,684	$	166,231
Canned vegetables		753,318		746,892		743,123
Frozen *		107,109		84,935		96,870
Fruit		264,549		245,596		220,184
Snack		11,496		11,357		11,730
Other		25,855		21,833		19,667
Total	$	1,340,208	$	1,276,297	$	1,257,805
* GMOL includes frozen vegetable sales exclusively for GMOL.

Fiscal 2014 versus Fiscal 2013

Net sales for 2014 increased $63.9 million, from $1,276.3 million to $1,340.2 million. The increase primarily reflects a $22.2 million increase in frozen sales, a $19.0 million increase in fruit sales in part due to the January 2013 Sunnyside acquisition, a $12.2 million increase in GMOL sales, a $6.4 million increase in canned vegetables sales and a $4.0 million increase in other sales. The increase in sales is attributable to increased sales volume of $79.1 million partially offset by lower selling prices/less favorable sales mix of $15.2 million. The decreased selling prices/less favorable sales mix is primarily due to canned and frozen vegetables.

Cost of product sold as a percentage of sales increased from 88.9% in 2013 to 93.2% in 2014 primarily as a result of a $24.6 million LIFO charge increase in 2014 versus 2013, due to higher commodity costs, and somewhat lower selling prices in 2014 versus 2013.

Selling, general and administrative expense was 5.2% of sales in 2014 and 5.4% of sales from 2013.

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, decreased from $3.5 million in 2013 to $0.5 million in 2014.  This was due to the product rationalization costs incurred in 2013 and adjusted in 2014.

Interest expense, net, decreased from $7.5 million in 2013 to $6.2 million in 2014 due to the continuing pay down of higher cost debt in 2014 partially offset by higher average Revolver borrowings in 2014 versus 2013.

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.

As a result of the aforementioned factors, pre-tax earnings decreased from $63.4 million in 2013 to $17.3 million in 2014. The effective tax rate was 20.5% in 2014 and 34.7% in 2013. Of the 14.2 percentage point decrease in the effective tax rate for the year, the major contributors to this decrease are the following items, 1) with lower pre-tax earnings due to part to a large LIFO charge versus a credit in the prior year, the permanent items have a larger impact on the effective rate, 2) the manufacturers deduction is a higher percentage of current year earnings than the prior year, 3) the reversal of certain tax reserves related to New York State investment tax credit and 4) work opportunity credit, research and experimentation credit and fuel tax credit and miscellaneous permanent items.

Fiscal 2013 versus Fiscal 2012

Net sales for 2013 increased $18.5 million, from $1,257.8 million to $1,276.3 million. The increase primarily reflects a $25.4 million increase in fruit sales in part due to the Sunnyside acquisition, a $3.8 million increase in canned vegetables sales, and a $2.2 million increase in other sales, partially offset by a $11.9 million decrease in frozen sales and a $0.5 million decrease in GMOL sales. The increase in sales is attributable to increased selling prices/improved sales mix of $34.3 million partially offset by a sales volume reduction of $15.8 million. The increased selling prices/improved sales mix is primarily due to canned vegetable and canned fruit.

8

Cost of product sold as a percentage of sales decreased from 92.6% in 2012 to 88.9% in 2013 primarily as a result of a $51.6 million LIFO charge decrease in 2013 versus 2012, due to lower commodity costs, partially offset by somewhat lower selling prices in 2013 versus 2012.

Selling, general and administrative expense was unchanged in 2013 at 5.4% of sales from 2012.

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 near zero in 2012 to $3.5 million in 2013.  This was due to the product rationalization costs incurred in 2013.

Interest expense, net, decreased from $8.1 million in 2012 to $7.5 million in 2013 due to the continuing pay down of higher cost debt in 2013 and lower average Revolver borrowings in 2013 versus 2012.

Other operating income in 2013 consisted of a gain of $2.0 million as a result of the estimated fair market value of the assets acquired exceeding the purchase price of Sunnyside.

As a result of the aforementioned factors, pre-tax earnings increased from $17.5 million in 2012 to $63.4 million in 2013. The effective tax rate was 34.7% in 2013 and 35.8% in 2012.

Recently Issued Accounting Standards

In July 2013, the Financial Accounting Standards Board ("FASB") issued Account Standards Update ("ASU") 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The amendments in ASU 2013-11 provide guidance on the financial statement presentation of unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is effective for fiscal years beginning after December 15, 2013. The Company will reflect the impact of these amendments beginning in the first quarter of Fiscal 2015. 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.

9

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 $13.8 million in cash equivalents as of March 31, 2014. 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 $237.2 million in average variable-rate debt during fiscal 2014, a 1% change in interest rates would have had a $2.4 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, 2014.

Interest Rate Sensitivity of Long-Term Debt and Short-Term Investments
March 31, 2014
(In thousands)
	P A Y M E N T S B Y Y E A R
																			Total/			Estimated
																			Weighted			Fair
	2015			2016			2017			2018			2019			Thereafter			Average			Value
Fixed-rate L/T debt:
Principal cash flows	$	2,277		$	2,530		$	2,667		$	2,844		$	3,034		$	7,534		$	20,886		$	22,351
Average interest rate		6.58	%		6.59	%		6.62	%		6.66	%		6.72	%		6.76	%		6.72	%
Variable-rate L/T debt:
Principal cash flows	$	-		$	-		$	175,000		$	5,060		$	-		$	17,570		$	197,630		$	197,630
Average interest rate		-	%		-	%		1.65	%		3.23	%		-	%		3.23	%		1.83	%
Average Revolver debt:
Principal cash flows																			$	214,528		$	214,528
Average interest rate																				1.60	%
Short-term investments:
Average balance																			$	3,828		$	3,828
Average interest rate																				0.07	%

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 $225.0 million in produce costs expected during 2015, a 1% change would have a $2.3 million effect on inventory costs. A 1% change in steel unit costs would equate to a $1.2 million cost impact.

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

10

Consolidated Statements of Net Earnings

Seneca Foods Corporation and Subsidiaries
(In thousands, except per share amounts)
Years ended March 31,	2014			2013			2012
Net sales	$	1,340,208		$	1,276,297		$	1,257,805
Costs and expenses:
Cost of products sold		1,249,245			1,134,985			1,164,986
Selling, general, and administrative expense		70,129			68,852			67,971
Other operating (income) expense, net		(3,271	)		(1,971	)		(814	)
Plant restructuring		501			3,497			39
Total costs and expenses		1,316,604			1,205,363			1,232,182
Operating income		23,604			70,934			25,623
Interest expense, net of interest income of
$4, $179, and $707, respectively		6,262			7,486			8,102
Earnings before income taxes		17,342			63,448			17,521
Income tax expense		3,563			22,035			6,265
Net earnings	$	13,779		$	41,413		$	11,256
Basic earnings per common share	$	1.24		$	3.59		$	0.93
Diluted earnings per common share	$	1.23		$	3.57		$	0.92
See notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income
Seneca Foods Corporation and Subsidiaries
(In thousands)
Years ended March 31,	2014		2013		2012
Comprehensive income (loss):
Net earnings	$	13,779	$	41,413	$	11,256
Change in pension and postretirement benefits
(net of income tax of $7,222, $493, and $5,970, respectively)		11,296		771		(9,338	)
Total	$	25,075	$	42,184	$	1,918
See notes to consolidated financial statements.

11

Consolidated Balance Sheets

Seneca Foods Corporation and Subsidiaries
(In thousands)
March 31,	2014			2013
Assets
Current Assets:
Cash and cash equivalents	$	13,839		$	14,104
Accounts receivable, less allowance for doubtful accounts
of $160 and $201, respectively		76,964			78,240
Inventories:
Finished products		304,955			351,231
In process		12,353			10,032
Raw materials and supplies		133,942			118,467
		451,250			479,730
Deferred income taxes, net		8,412			9,400
Other current assets		33,594			25,299
Total Current Assets		584,059			606,773
Deferred income tax asset, net		-			2,097
Other assets		877			1,179
Property, plant, and equipment:
Land		19,639			19,639
Buildings & improvements		180,202			178,847
Equipment		347,935			337,365
		547,776			535,851
Less accumulated depreciation and amortization		363,859			347,444
Net property, plant, and equipment		183,917			188,407
Total Assets	$	768,853		$	798,456
Liabilities and Stockholders’ Equity
Current Liabilities:
Notes payable	$	12,255		$	-
Accounts payable		71,219			72,128
Accrued vacation		10,997			10,877
Accrued payroll		7,516			7,537
Other accrued expenses		26,111			25,062
Current portion of long-term debt		2,277			40,170
Income taxes payable		913			4,100
Total Current Liabilities		131,288			159,874
Long-term debt, less current portion		216,239			230,016
Other liabilities		27,355			41,400
Deferred income taxes, net		339			-
Total Liabilities		375,221			431,290
Commitments and contingencies
Stockholders’ Equity:
Preferred stock		5,332			5,422
Common stock		2,958			2,955
Additional paid-in capital		93,260			93,069
Treasury stock, at cost		(29,894	)		(31,204	)
Accumulated other comprehensive loss		(11,252	)		(22,548	)
Retained earnings		333,228			319,472
Total Stockholders’ Equity		393,632			367,166
Total Liabilities and Stockholders’ Equity	$	768,853		$	798,456
See notes to consolidated financial statements.

12

Consolidated Statements of Cash Flows

Seneca Foods Corporation and Subsidiaries
(In thousands)
Years ended March 31,	2014			2013			2012
Cash flows from operating activities:
Net earnings	$	13,779		$	41,413		$	11,256
Adjustments to reconcile net earnings to
net cash provided by operations:
Depreciation and amortization		23,281			23,251			22,691
Deferred income tax (benefit) expense		(3,798	)		(2,950	)		1,368
Gain on the sale of assets		(325	)		-			(814	)
Impairment provision		501			1,216			-
Changes in operating assets and liabilities (net of acquisitions):
Accounts receivable		1,276			4,485			1,431
Inventories		28,320			(20,134	)		22,803
Other current assets		(8,295	)		(16,238	)		4,929
Accounts payable, accrued expenses,
and other liabilities		6,497			(5,805	)		(20,977	)
Income taxes		(3,187	)		4,416			(805	)
Net cash provided by operating activities		58,049			29,654			41,882
Cash flows from investing activities:
Additions to property, plant, and equipment		(19,448	)		(16,371	)		(27,425	)
Collection (issuance) of loan receivable		-			10,000			(10,000	)
Cash paid for acquisition (net of cash acquired)		-			(5,016	)		-
Proceeds from the sale of assets		998			370			1,042
Net cash used in investing activities		(18,450	)		(11,017	)		(36,383	)
Cash flows from financing activities:
Proceeds from issuance of long-term debt		393,972			558,288			417,356
Payments of long-term debt		(445,642	)		(544,047	)		(415,766	)
Borrowings on notes payable		12,255			-			-
Change in other assets		248			276			(1,230	)
Purchase treasury stock		(674	)		(28,447	)		(1,178	)
Preferred dividends paid		(23	)		(23	)		(23	)
Net cash used in financing activities		(39,864	)		(13,953	)		(841	)
Net increase (decrease) in cash and cash equivalents		(265	)		4,684			4,658
Cash and cash equivalents, beginning of year		14,104			9,420			4,762
Cash and cash equivalents, end of year	$	13,839		$	14,104		$	9,420
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$	6,586		$	7,305		$	7,570
Income taxes		10,695			20,352			5,455
See notes to consolidated financial statements.

13

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, 2011	$	6,325		$	4,118		$	90,778	$	(257	)	$	(13,981	)	$	266,849
Net earnings		-			-			-		-			-			11,256
Cash dividends paid
on preferred stock		-			-			-		-			-			(23	)
Equity incentive program		-			-			124		-			-			-
Common stock stated value adjustment		-			(1,181	)		1,181		-			-			-
Purchase treasury stock		-			-			-		(1,178	)		-			-
Preferred stock conversion		(57	)		1			56		-			-			-
Change in pension and postretirement
benefits adjustment (net of tax $5,970)		-			-			-		-			(9,338	)		-
Balance March 31, 2012		6,268			2,938			92,139		(1,435	)		(23,319	)		278,082
Net earnings		-			-			-		-			-			41,413
Cash dividends paid
on preferred stock		-			-			-		-			-			(23	)
Equity incentive program		-			-			72		-			-			-
Stock issued for profit sharing plan		-			-			29		-			-			-
Purchase treasury stock		-			-			-		(29,769	)		-			-
Preferred stock conversion		(846	)		17			829		-			-			-
Change in pension and postretirement
benefits adjustment (net of tax $493)		-			-			-		-			771			-
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 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

		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, 2014		200,000		1,400,000		90,901		257,790		20,000,000		10,000,000
Shares outstanding:
March 31, 2012		200,000		807,240		97,870		312,790		9,591,677		2,097,312
March 31, 2013		200,000		807,240		91,962		262,790		8,705,243		2,055,424
March 31, 2014		200,000		807,240		90,901		257,790		8,735,714		2,013,953
Stock amount	$	50	$	202	$	1,085	$	3,995	$	2,454	$	504
See notes to consolidated financial statements.

14

Notes to Consolidated Financial Statements

Seneca Foods Corporation and Subsidiaries

1. Summary of Significant Accounting Policies

Nature of Operations — Seneca Foods Corporation and subsidiaries (the “Company”) conducts its business almost entirely in food packaging, operating 24 plants and 30 warehouses in eight 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, 2014 and 2013, the Company sold for cash, on a bill and hold basis, $150.3 million and $151.2 million, respectively, of Green Giant finished goods inventory to General Mills Operations, LLC (“GMOL”). At the time of the sale of the Green Giant vegetables to GMOL, title of the specified inventory transferred to GMOL. The Company believes it has met the criteria required by the accounting standards for Bill and Hold treatment. As of March 31, 2014, $71.9 million of 2014 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 13% of net sales in each of 2014, 2013 and 2012. The top ten customers represented approximately 50%, 47% and 49% of net sales for 2014, 2013 and 2012, 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 fair values of cash and cash equivalents (Level 1), accounts receivable, loan receivable, short-term debt (Level 2) and accounts payable approximate cost because of the immediate or short-term maturity of these financial instruments. See Note 10, 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.

15

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, 2014, there were $0.8 million of deferred 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.

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.

Advertising Costs — Advertising costs are expensed as incurred.  Advertising costs charged to operations were $1.5 million and $1.4 million in 2014 and 2013, 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.

16

Notes to Consolidated Financial Statements

Years ended March 31,	2014		2013		2012
	(In thousands, except per share amounts)
Basic
Net earnings	$	13,779	$	41,413	$	11,256
Deduct preferred stock dividends		23		23		23
Undistributed earnings		13,756		41,390		11,233
Earnings attributable to participating
preferred		438		1,406		382
Earnings attributable to common
shareholders	$	13,318	$	39,984	$	10,851
Weighted average common shares
outstanding		10,747		11,147		11,727
Basic earnings per common share	$	1.24	$	3.59	$	0.93
Diluted
Earnings attributable to common
shareholders	$	13,318	$	39,984	$	10,851
Add dividends on convertible
preferred stock		20		20		20
Earnings attributable to common
stock on a diluted basis	$	13,338	$	40,004	$	10,871
Weighted average common shares
outstanding-basic		10,747		11,147		11,727
Additional shares to be issued related to
the equity compensation plan		5		5		5
Additional shares to be issued under
full conversion of preferred stock		67		67		67
Total shares for diluted		10,819		11,219		11,799
Diluted earnings per share	$	1.23	$	3.57	$	0.92

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 $22.9 million, $22.8 million, and $22.2 million in 2014, 2013, and 2012, 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 $1.2 million of impairment losses in 2013 included in Plant Restructuring  (see Plant Restructuring, note 15).  There were no significant impairment losses in 2014 or 2012.

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 July 2013, the Financial Accounting Standards Board ("FASB") issued Account Standards Update ("ASU") 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The amendments in ASU 2013-11 provide guidance on the financial statement presentation of unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is effective for fiscal years beginning after December 15, 2013. The Company will reflect the impact of these amendments beginning in the first quarter of Fiscal 2015. 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.

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

17

Notes to Consolidated Financial Statements

2. Acquisition

On January 15, 2013, the Company completed its acquisition of 100% of the membership interest in Independent Foods, LLC ("Sunnyside").  The business, based in Sunnyside, Washington, packages canned pears, apples and cherries in the United States.   The rationale for the acquisition was twofold: (1) the business is a complementary fit with the Company's existing business and (2) it provides an extension of the Company's product offerings. The purchase price totaled $5.0 million plus the assumption of certain liabilities. In conjunction with the closing, the Company paid $19.5 million of liabilities acquired.  This acquisition was financed with proceeds from the Company's revolving credit facility.  The purchase price to acquire Sunnyside was allocated based on the internally developed fair value of the assets acquired and liabilities assumed and the independent valuation of property, plant, and equipment.  The purchase price of $5.0 million has been allocated as follows (in millions):

Purchase Price (net of cash received)	$	5.0
Allocated as follows:
Current assets	$	32.7
Property, plant and equipment		7.5
Bargain purchase gain		(2.0	)
Current liabilities		(33.2	)
Total	$	5.0

In 2013, the Company recorded a $1.9 million gain as a result of the estimated fair market value of the net assets acquired exceeding the purchase price for Sunnyside.  In 2014, the Company determined an adjustment to the net assets acquired was required and, as a result, recorded an increase in the gain on the bargain purchase of $0.1 million to $2.0 million.  This gain and subsequent increase is included in other operating income on the Consolidated Statements of Net Earnings.

3. Loan Receivable

The Company acquired $10.0 million of the lending commitments (the "Loan Commitment") made by various lenders under the Third Amended and Restated Credit Agreement dated July 29, 2011 by and among the Borrower ("Borrower"), Bank of America, N.A. as administrative agent and letter of credit issuer, and various other lenders (the "Borrower  Credit Facility"), and thus became a co-lender under the Borrower Credit Facility.  Upon the closing of such transaction, the Company advanced a total of $10.0 million to fund (i) the Company's then current portion of total advances made to Borrower under the Borrower Credit Facility and (ii) the balance of the Company's $10.0 million Loan Commitment. The Company acquired the Loan Commitment in connection with negotiations between the Company and Borrower concerning the Company's possible acquisition of Borrower through a merger transaction.  The Company and the Borrower are no longer pursuing such potential acquisition.  All of the Borrower's obligations under the Borrower Credit Facility, including those owing to the Company, were due to mature on March 30, 2012.  In April 2012, the Company received a partial repayment or $3.7 million.  In June 2012, the Company received the remaining $6.3 million due plus interest accrued and the Company has no further obligations with respect to the Loan Commitment.  Interest income was recognized in the period in which it was earned.

18

4.  Short-Term Borrowings

The Company completed the closing of a new five year revolving credit facility (“Revolver”) on July 20, 2011. During 2013, the Company executed $50.0 million of the $200.0 million accordion feature of the Revolver to expand available borrowings under the Revolver from $250.0 million to $300.0 million from April through July and $350.0 million to $400.0 million from August through March of each year under the Revolver. The maturity date for the Revolver is July 20, 2016. As of March 31, 2014, the outstanding balance of the Revolver was $175.0 million, with a weighted average interest rate of 1.65%, and is included in the Long-Term Debt on the Consolidated Balance Sheet. The Revolver is secured by accounts receivable and inventories with a carrying value of $528.4 million.  The Company had $10.6 million of outstanding standby letters of credit as of March 31, 2014 and 2013,  which reduces borrowing availability under the Revolver. See Note 5, Long-Term Debt, for additional comments related to the Revolver.

During 2014, the Company entered into some interim lease notes which financed down payments for various equipment orders at market rates.  As of March 31, 2014, these interim notes had not been converted into operating leases since the equipment was not yet delivered.  These notes, which total $12.3 million as of March 31, 2014, 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 1.65%.

5.  Long-Term Debt
	2014		2013
	(In thousands)
Revolving credit facility,
1.65% and 1.70%, due through 2017	$	175,000	$	188,000
Secured note payable to insurance company,
8.03%, paid off in 2014		-		38,138
Secured Industrial Revenue Development Bonds,
3.23%, and 3.29%, due through 2029		22,630		22,630
Secured promissory note,
6.98%, due through 2022		15,313		16,753
Secured promissory note,
6.35%, due through 2020		3,731		4,303
Economic development note,
2.00%, due through 2021		1,500		-
Other		342		362
		218,516		270,186
Less current portion		2,277		40,170
	$	216,239	$	230,016

See Note 4, 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 General Electric Commercial Finance, 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, 2014.

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 General Electric Commercial Finance, which provides for the direct pay letters of credit, expires in July 2016.  In 2013, the Company reached an agreement to extend the term of its $5.1 million Wayne County Industrial Revenue Development Bonds included in the IRBs from June 1, 2012 to June 1, 2017.

The carrying value of assets pledged for secured debt, including the Revolver, is $650.2 million.

19

Notes to Consolidated Financial Statements

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

Years ending March 31:
2015	$	2,277
2016		2,530
2017		177,667
2018		7,904
2019		3,034
Thereafter		25,104
Total	$	218,516

6. Leases

The Company had no capital leases as of March 31, 2014 and 2013. The Company has operating leases expiring at various dates through 2025. Operating leases generally provide for early purchase options one year prior to expiration.

The following is a schedule, by year, of minimum operating lease payments due as of March 31, 2014 (in thousands):

Years ending March 31:
2015	$	36,759
2016		32,801
2017		28,431
2018		24,221
2019		19,315
2020-2025		33,647
Total minimum payment required	$	175,174

Lease expense in fiscal 2014, 2013 and 2012 was $43.9 million, $38.1 million and $38.3 million, respectively.

20

Notes to Consolidated Financial Statements

7.  Income Taxes
The Company files a consolidated federal and various state income tax returns. The provision for income taxes is as follows:
	2014				2013				2012
	(In thousands)
Current:
Federal	$	7,238			$	21,356			$	4,193
State		123				3,629				704
		7,361				24,985				4,897
Deferred:
Federal		(3,231	)			(2,770	)			1,430
State		(567	)			(180	)			(62	)
		(3,798	)			(2,950	)			1,368
Total income taxes	$	3,563			$	22,035			$	6,265
A reconciliation of the expected U.S. statutory rate to the effective rate follows:
		2014				2013				2012
Computed (expected tax rate)		35.0		%		35.0		%		35.0	%
State income taxes (net of federal tax benefit)		3.4				3.8				4.5
State tax credits		(1.6	)			(0.8	)			(2.8	)
Federal credits		(3.6	)			(0.2	)			(0.6	)
Manufacturer’s deduction		(4.6	)			(3.4	)			(5.1	)
(Reversal of) addition to uncertain tax positions		(0.8	)			0.2				0.4
State VDA/Nexus Changes		(1.7	)			-				-
Other permanent differences not deductible		0.5				0.1				0.7
Change in valuation allowance		(2.1	)			-				-
Tax effect of pension contribution		0.4				-				2.2
Other		(4.4	)			-				1.5
Effective income tax rate		20.5		%		34.7		%		35.8	%

The effective tax rate was 20.5% in 2014 and 34.7% in 2013. Of the 14.2 percentage point decrease in the effective tax rate for the year, the major contributors to this decrease are the following items, 1) with lower pre-tax earnings due in part to a large LIFO charge versus a credit in the prior year, the permanent items have a larger impact on the effective rate, 2) the manufacturers deduction is a higher percentage of current year earnings than the prior year, 3) the reversal of certain tax reserves related to New York State investment tax credit and 4) work opportunity credit, research and experimentation credit and fuel tax credit and miscellaneous permanent items.

21

Notes to Consolidated Financial Statements

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

	2014		2013
	(In thousands)
Deferred income tax assets:
Future tax credits	$	3,042	$	2,808
Inventory valuation		3,353		2,893
Employee benefits		2,884		2,742
Insurance		1,244		3,422
Other comprehensive loss		7,194		14,416
Interest		138		118
Deferred gain on sale/leaseback		26		54
Prepaid revenue		1,118		1,619
Other		859		232
Severance		87		237
		19,945		28,541
Deferred income tax liabilities:
Property basis and depreciation difference		10,757		13,274
Pension		725		3,012
		11,482		16,286
Valuation allowance - non-current		390		758
Net deferred income tax asset	$	8,073	$	11,497

Net current deferred income tax assets of $8.4 million and $9.4 million as of March 31, 2014 and 2013, respectively, are recognized in the Consolidated Balance Sheets. Also recognized are net non-current deferred income tax liabilities of $0.3 million as of March 31, 2014 and net non-current deferred income tax assets of $2.1 million as of March 31, 2013.

The Company has State tax credit carryforwards amounting to $1.4 million (California, net of Federal impact), $0.8 million (New York, net of Federal impact), and $0.8 million (Wisconsin, net of Federal impact), which are available to reduce future taxes payable in each respective state through 2022 (Wisconsin), through 2029 (New York), and through 2024 (California). The Company has performed the required assessment regarding the realization of deferred tax assets and at March 31, 2014, the Company has recorded a valuation allowance amounting to $0.4 million, which relates primarily to tax credit carryforwards which management has concluded it is more likely than not 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, 2014 and 2013 consists of the following:

22

Notes to Consolidated Financial Statements

	2014			2013
	(In thousands)
Beginning balance	$	2,470		$	2,350
Tax positions related to current year:
Additions		46			176
Tax positions related to prior years:
Additions		-			70
Reductions		(181	)		(45	)
Settlements		-			(81	)
Lapses in statues of limitations		(62	)		-
Balance as of March 31,	$	2,273		$	2,470

Included in the balances at March 31, 2014 and 2013 are $1.9 million and $1.9 million, respectively, of 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, 2014 and 2013, the Company recognized approximately $0.0 million increase and $0.1 million decrease, respectively, in interest and penalties. As of March 31, 2014 and 2013, the Company had approximately $0.2 million and $0.2 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 2015 with a state taxing authority 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, 2010 are subject to examination.

23

Notes to Consolidated Financial Statements

8. 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.  A fifth series of Class A Preferred designated Convertible Participating Preferred Stock, Series 2006, was issued as part of consideration of the purchase price in the Signature Fruit acquisition and was converted to Class A Common Stock in May 2010.

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 2014, 2013 or 2012. 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, 2014, the Company has an aggregate of 6,451,309 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 90,901 shares outstanding as of March 31, 2014 after conversions of 1,061 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 257,790 shares outstanding as of March 31, 2014 after conversion of 5,000 shares into Class A common Stock during the year. The Convertible Participating Preferred Stock, Series 2006 was issued as partial consideration of the purchase price in the Signature Fruit acquisition. The 1,025,220 shares issued in that acquisition were valued at $24.385 per share which represented the then market value of the Class A Common Stock into which the preferred shares were immediately convertible.  All 1,025,220 shares were converted into Class A Common Stock in May 2010.

There are 407,240 shares of Series A Preferred outstanding as of March 31, 2014 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, 2014 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, 2014 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 2014, 2013 and 2012.

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 2014, there were 108 shares, or $4,000 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, 2014 and 2013. Additionally, there were 348,691 and 354,752 shares of Class A reserved for conversion of the Participating Preferred Stock as of March 31, 2014 and 2013, respectively.

Treasury Stock — During 2014, the Company repurchased $0.7 million or 20,186 shares of its Class A Common Stock. As of March 31, 2014, there is a total of $4.0 million or 150,710 shares of repurchased stock.  These shares are not considered outstanding.  The Company contributed $2.0 million or 66,756 treasury shares for the 401 (k) match described in Note 9 Retirement Plans.   In addition, on August 30, 2012 the Company repurchased 864,334 shares of Class A Common Stock in a Board approved transaction outside of the Company's share repurchase program for $25.9 million.  All shares were repurchased as Treasury Stock and are not considered outstanding.

24

9. 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, 2014 and a statement of the unfunded status as of March 31, 2014 and 2013:

	2014			2013
	(In thousands)
Change in Benefit Obligation
Benefit obligation at beginning of year	$	163,531		$	140,570
Service cost		7,752			6,988
Interest cost		7,592			7,265
Actuarial (gain) loss		(3,109	)		13,828
Benefit payments and expenses		(5,288	)		(5,120	)
Benefit obligation at end of year	$	170,478		$	163,531
Change in Plan Assets
Fair value of plan assets at beginning of year	$	135,016		$	116,798
Actual gain on plan assets		22,922			20,338
Employer contributions		2,000			3,000
Benefit payments and expenses		(5,288	)		(5,120	)
Fair value of plan assets at end of year	$	154,650		$	135,016
Unfunded Status	$	(15,828	)	$	(28,515	)

The unfunded status decreased by $12.7 million during 2014 reflecting the actual fair value of plan assets as of March 31, 2014 and the current unfunded liability based on the projected benefit obligation, which increased from $163.5 million to $170.5 million.  This unfunded status decrease was recognized via the actual gain on  plan assets and the decrease in accumulated other comprehensive income of $11.3 million after the income tax benefit of $7.2 million. Plan assets increased from $135.0 million as of March 31, 2013 to $154.7 million as of March 31, 2014 due to a continued recovery in market conditions and the $2.0 million contribution by the Company.  The Company made this contribution to maintain our funding status at an acceptable level.  The unfunded liability is reflected in other liabilities in the Consolidated Balance Sheets.

	2014			2013
	(In thousands)
Amounts Recognized in Accumulated Other
Comprehensive Pre-Tax Loss
Net loss	$	(18,094	)	$	(36,622	)
Accumulated other comprehensive pre-tax loss	$	(18,094	)	$	(36,622	)

	Pension and
	post retirement plan
	adjustments, net
	of tax
	(In thousands)
Accumulated Other Comprehensive Loss
Balance at March 31, 2013	$	(22,548	)
Other comprehensive gain before reclassifications		11,296
Reclassified from accumulated other comprehensive loss		-
Net current period other comprehensive gain		11,296
Balance at March 31, 2014	$	(11,252	)

25

Notes to Consolidated Financial Statements

The following table provides the components of net periodic benefit cost for the Plan for fiscal years 2014, 2013, and 2012:
	2014			2013			2012
	(In thousands)
Service cost	$	7,752		$	6,988		$	5,424
Interest cost		7,592			7,265			6,837
Expected return on plan assets		(9,938	)		(8,603	)		(8,140	)
Amortization of net loss		2,434			3,190			1,350
Amortization of transition asset		-			-			(227	)
Net periodic benefit cost	$	7,840		$	8,840		$	5,244

The Plan’s accumulated benefit obligation was $152.2 million at March 31, 2014, and $146.2 million at March 31, 2013.

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:

	2014			2013
Discount rate - benefit obligation		4.85	%		4.70	%
Discount rate - pension expense		4.70	%		5.10	%
Expected return on plan assets		7.50	%		7.50	%
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,
	2015			2014			2013
Plan Assets
Equity securities		99	%		99	%		99	%
Debt securities		-			-			-
Real estate		-			-			-
Cash		1			1			1
Total		100	%		100	%		100	%

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

Expected Return on Plan Assets

The expected long-term rate of return on Plan assets is 7.50%. The Company expects 7.50% 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 2014 was 17.0% as compared to the S&P 500 unaudited gain (including dividends) of 22.8%. Plan assets include Company common stock with a fair market value of $11.6 million as of March 31, 2014 and $11.6 million as of March 31, 2013.

26

Cash Flows

Expected contributions for fiscal year ending March 31, 2015 (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):
2015	$	5,860
2016		6,145
2017		6,644
2018		7,255
2019		7,936
2020-2023		50,277

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 $2.3 million, $1.7 million, and $1.4 million, in fiscal 2014, 2013, and 2012, respectively. In fiscal 2014, the matching contribution included $2.0 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, 2012 through June 30, 2015.

For the fiscal years ended March 31, 2014 and March 31, 2013 contributions to the Teamsters Plan were $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 ended January 1, 2014. 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.

27

Notes to Consolidated Financial Statements

10. Fair Value of Financial Instruments
The carrying amount and estimated fair values of the Company's debt are summarized as follows:
	2014		2013
	Carrying	Estimated	Carrying	Estimated
	Amount	Fair Value	Amount	Fair Value
	(In thousands)
Long-term debt, including
current portion	$218,516	$219,981	$270,186	$273,567

The estimated fair value for long-term debt 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.

11. 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 reduce net earnings by $13.2 million in 2014, increase net earnings by $2.7 million in 2013 and reduce net earnings by $30.8 million in 2012, compared to what would have been reported using the FIFO inventory method. The reduction in earnings per share was $1.19 ($1.19 diluted) in 2014, increase in earnings per share was $0.24 ($0.24 diluted) in 2013, and the reduction in earnings per share was $2.53 ($2.52 diluted) in 2012.  During 2014 and 2012, 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 an increase of $4.8 million and $2.9 million during 2014 and 2012, respectively.  The inventories by category and the impact of using the LIFO method are shown in the following table:

	2014		2013		2012
	(In thousands)
Finished products	$	418,368	$	445,278	$	406,164
In process		16,056		18,107		24,451
Raw materials and supplies		170,210		149,359		139,045
		604,634		612,744		569,660
Less excess of FIFO cost over LIFO cost		153,384		133,014		137,227
Total inventories	$	451,250	$	479,730	$	432,433

12. Other Operating Income and Expense

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.

Other operating income in 2013 included a gain of $1.9 million as a result of the estimated fair market value of the net assets acquired exceeding the purchase price of Sunnyside (see Note 2, Acquisitions).  The Company also recorded a gain of $0.3 million from the sale of property located in Cambria, Wisconsin and a net loss of $0.3 million on the disposal of certain other  fixed assets.

Other operating income in 2012 included a gain of $0.7 million from the sale of property located in LeSueur, MN and a gain of $0.1 million from the sale of other property.

28

13. 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. The Company markets its product almost entirely in the United States. Export sales represented 9.2%, 9.8%, and 9.4% of total sales in 2014, 2013, and 2012, respectively. In 2014, 2013, and 2012, the sale of Green Giant vegetables accounted for 13%, 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)
2014:
Net sales	$	1,302,857	$	11,496		$	25,855	$	1,340,208
Operating income		21,063		872			1,669		23,604
Interest expense, net		6,113		27			122		6,262
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
2013:
Net sales	$	1,243,107	$	11,357		$	21,833	$	1,276,297
Operating income		70,313		174			447		70,934
Interest expense, net		7,319		35			132		7,486
Income tax expense		21,831		53			151		22,035
Identifiable assets		791,643		4,038			2,775		798,456
Capital expenditures		16,125		-			246		16,371
Depreciation and amortization		22,146		404			701		23,251
2012:
Net sales	$	1,226,408	$	11,730		$	19,667	$	1,257,805
Operating income (loss)		25,955		(714	)		382		25,623
Interest expense, net		7,929		47			126		8,102
Income tax expense (benefit)		6,398		(247	)		114		6,265
Identifiable assets		730,147		4,739			3,150		738,036
Capital expenditures		25,636		22			1,767		27,425
Depreciation and amortization		21,780		475			436		22,691

The fruit and vegetable segment, consisting of GMOL, canned fruit and vegetables and frozen products, represented 99%, 99% and 99% of assets and 93%, 101% and 107% of pre-tax earnings in 2014, 2013 and 2012, respectively.

Classes of similar products/services:	2014		2013		2012
	(In thousands)
Net Sales:
GMOL *	$	177,881	$	165,684	$	166,231
Canned vegetables		753,318		746,892		743,123
Frozen  *		107,109		84,935		96,870
Fruit		264,549		245,596		220,184
Snack		11,496		11,357		11,730
Other		25,855		21,833		19,667
Total	$	1,340,208	$	1,276,297	$	1,257,805
* GMOL includes frozen vegetables exclusively for GMOL.

29

Notes to Consolidated Financial Statements

14. 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 appeal is progressing in accordance with the schedule set by the California Court of Appeal, First Appellate District, Division One.  The Company is unable to determine the scope or the likelihood of success of the appeal. The Company, along with other defendants are planning on vigorously defending the appeal filed by ELF.  With the successful defense of the case, the remedies portion of the case was not litigated.  So far, 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. Additionally, in the ordinary course of its business, the Company is made party to certain legal proceedings seeking monetary damages, including proceedings invoking product liability claims, either directly or through indemnification obligations, and we are not able to predict the probability of the outcome or estimate of loss, if any, related to any such matter.

30

Notes to Consolidated Financial Statements

15. Plant Restructuring

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.

During 2012, there were no material adjustments to Plant Restructuring.

The following table summarizes the restructuring and related asset impairment charges recorded and the accruals established during 2012, 2013 and 2014:

				Long-Lived
				Asset		Other
		Severance		Charges		Costs		Total
		(In thousands)
Balance March 31, 2011	$	456	$	-	$	520	$	976
First-quarter charge to expense		54		-		-		54
Second-quarter (credit) charge to expense		(19)		-		4		(15)
Cash payments/write offs		(454)		-		(524)		(978)
Balance March 31, 2012		37		-		-		37
Third-quarter charge to expense		-		1,107		1,403		2,510
Fourth-quarter charge to expense		-		109		878		987
Cash payments/write offs		(17)		(42)		(1,974)		(2,033)
Balance March 31, 2013		20		1,174		307		1,501
First-quarter charge to expense		-		-		154		154
Second-quarter charge to expense		-		341		6		347
Cash payments/write offs		(10)		(1,515)		(467)		(1,992)
Balance March 31, 2014	$	10	$	-	$	-	$	10

16. Certain Transactions

A small percentage (less than 1% in fiscal 2014, 2013 and 2012) 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 $1.1 million, $1.2 million, and $0.8 million pursuant to a raw vegetable grower contract in fiscal 2014, 2013 and 2012, 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.

17. Subsequent Event

Subsequent to March 31, 2014, the Company purchased a 50% equity interest in Truitt Bros. Inc. ("Truitt").  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.

31

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Seneca Foods Corporation

Marion, New York

We have audited the accompanying consolidated balance sheets of Seneca Foods Corporation as of March 31, 2014 and 2013 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, 2014. 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, 2014 and 2013, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2014 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, 2014, based on criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated May 22, 2014 expressed an unqualified opinion thereon.

/s/BDO USA, LLP

Milwaukee, Wisconsin

May 22, 2014

32

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, 2014. 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 (1992). Based on our assessment, management believes that, as of March 31, 2014, our internal control over financial reporting is effective based on those criteria.

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.

33

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, 2014, based on criteria established in Internal Control-Integrated Framework (1992) 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.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2014, 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, 2014 and 2013, 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, 2014 and our report dated May 22, 2014 expressed an unqualified opinion thereon.

/s/ BDO USA, LLP

Milwaukee, Wisconsin

May 22, 2014

35

Shareholder Information and Quarterly Results

The Company’s common stock is traded on The NASDAQ Global Stock Market. The 8.7 million Class A outstanding shares and 2.0 million Class B outstanding shares are owned by 263 and 229 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:		2014				2013
Quarter		High		Low		High		Low
First	$	35.80	$	29.81	$	26.90	$	21.42
Second		36.07		27.80		30.53		22.35
Third		33.67		28.13		32.65		27.46
Fourth		32.30		29.01		33.63		29.65
Class B:		2014				2013
Quarter		High		Low		High		Low
First	$	35.41	$	30.13	$	27.10	$	21.41
Second		36.29		27.42		30.60		24.46
Third		33.33		29.30		32.50		27.40
Fourth		32.08		29.68		33.40		28.90

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, 2009, 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 Hanover Foods Corporation, John B. Sanfilippo & Son Inc., Treehouse Foods, Inc. and Hain Celestial Group, Inc.  The new peer group adds Fresh Del Monte and keeps all the members of the former peer group.  The  peer group members are in related food businesses, but not direct competitors in canning.

36

Shareholder Information and Quarterly Results

As of March 31, 2014, 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, 2014:
Net sales	$	232,127	$	336,628	$	477,694	$	293,759
Gross margin		19,680		22,379		31,178		17,726
Net earnings (loss)		1,347		6,603		6,846		(1,017	)
Basic earnings (loss) per common share		0.12		0.59		0.62		(0.09	)
Diluted earnings (loss) per common share		0.12		0.59		0.61		(0.09	)
Year ended March 31, 2013:
Net sales	$	231,051	$	317,593	$	452,731	$	274,922
Gross margin		29,075		40,905		44,991		26,341
Net earnings		8,191		14,521		14,790		3,911
Basic earnings per common share		0.68		1.23		1.32		0.35
Diluted earnings per common share		0.67		1.22		1.32		0.35

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.

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	State
Dundee Insurance Company, Inc.	Utah
Lebanon Valley Cold Storage, LLC	Pennsylvania
Lebanon Valley Cold Storage, LP	Pennsylvania
Marion Foods, Inc.	New York
Seneca Foods L.L.C.	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 May 22, 2014, 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 May 22, 2014 relating to the financial statement schedule which appears in this Form 10-K.

/s/BDO USA, LLP

Milwaukee, Wisconsin

May 22, 2014

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, 2014 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, 2014 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, 2014 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, 2014 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, 2014 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/Samuel T. Hubbard, Jr.                                         

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, 2014 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, 2014 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: May 22, 2014	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: May 22, 2014	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, 2014 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

May 22, 2014

By: /s/Timothy J. Benjamin

Senior Vice President, Chief Financial Officer and Treasurer

May 22, 2014

XML

Plant Restructuring (table)

12 Months Ended

Mar. 31, 2014

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, 2011	$	456	$	0	$	520	$	976
First-quarter charge to expense		54		0		0		54
Second-quarter (credit) charge to expense		(19)		0		4		(15)
Cash payments/write offs		(454)		0		(524)		(978)
Balance March 31, 2012		37		0		0		37
Third-quarter charge to expense		0		1,107		1,403		2,510
Fourth-quarter charge to expense		0		109		878		987
Cash payments/write offs		(17)		(42)		(1,974)		(2,033)
Balance March 31, 2013		20		1,174		307		1,501
First-quarter charge to expense		0		0		154		154
Second-quarter charge to expense		0		341		6		347
Cash payments/write offs		(10)		(1,515)		(467)		(1,992)
Balance March 31, 2014	$	10	$	0	$	0	$	10

XML

Income Tax (Deferred Income Tax Assets and Liabilities) (detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Components of Deferred Tax Assets and Liabilities [Abstract]
Future tax credits	$ 3,042	$ 2,808
Inventory valuation	3,353	2,893
Employee benefits	2,884	2,742
Insurance	1,244	3,422
Otrher comprehensive loss	7,194	14,416
Interest	138	118
Deferred gain on sale/leaseback	26	54
Prepaid revenue	1,118	1,619
Other deferred	859	232
Severance	87	237
Total	19,945	28,541
Property basis and depreciation difference	10,757	13,274
Pension	725	3,012
Total	11,482	16,286
Valuation allowance - non-current	390	758
Net deferred income tax asset	$ 8,073	$ 11,497

XML

Long-Term Debt (Repayment schedule) (detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Long-term Debt, by Maturity [Abstract]
2015	$ 2,277
2016	2,530
2017	177,667
2018	7,904
2019	3,034
Thereafter	25,104
Total	$ 218,516	$ 270,186

XML

Segment Information (table) (detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Segment Reporting Information [Line Items]
Net Sales	$ 1,340,208	$ 1,276,297	$ 1,257,805
Operating Income	23,604	70,934	25,623
Interest Expense, Net	6,262	7,486	8,102
Income Taxes Expense (Benefit)	3,563	22,035	6,265
Total Assets	768,853	798,456	738,036
Additions to Property, Plant and Equipment	(19,448)	(16,371)	(27,425)
Depreciation & Amortization	23,281	23,251	22,691
Fruit And Vegetable [Member]
Segment Reporting Information [Line Items]
Net Sales	1,302,857	1,243,107	1,226,408
Operating Income	21,063	70,313	25,955
Interest Expense, Net	6,113	7,319	7,929
Income Taxes Expense (Benefit)	3,118	21,831	6,398
Total Assets	761,078	791,643	730,147
Additions to Property, Plant and Equipment	17,339	16,125	25,636
Depreciation & Amortization	21,842	22,146	21,780
Snack [Member]
Segment Reporting Information [Line Items]
Net Sales	11,496	11,357	11,730
Operating Income	872	174	(714)
Interest Expense, Net	27	35	47
Income Taxes Expense (Benefit)	189	53	(247)
Total Assets	3,770	4,038	4,739
Additions to Property, Plant and Equipment		0	22
Depreciation & Amortization	394	404	475
Other Products [Member]
Segment Reporting Information [Line Items]
Net Sales	25,855	21,833	19,667
Operating Income	1,669	447	382
Interest Expense, Net	122	132	126
Income Taxes Expense (Benefit)	256	151	114
Total Assets	4,005	2,775	3,150
Additions to Property, Plant and Equipment	2,109	246	1,767
Depreciation & Amortization	$ 1,045	$ 701	$ 436

XML

Income Tax (Summary of Income Tax Contigencies) (detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Tax Uncertainties [Abstract]
Beginning Balance	$ 2,470	$ 2,350
Additions	46	176
Prior year additions		70
Reductions	(181)	(45)
Settlements	0	(81)
Lapses in statues of limitaions	(62)
Ending Balance	$ 2,273	$ 2,470

XML

Short-Term Borrowings (narrative) (detail) (USD $)	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2013 Production Period [Member]	Mar. 31, 2012 Production Period [Member]	Mar. 31, 2013 Nonproduction Period [Member]	Mar. 31, 2012 Nonproduction Period [Member]	Mar. 31, 2014 Letter of Credit [Member]
Line of Credit Facility [Line Items]
Line Of Credit Accordion Feature Amount Used		$ 50,000,000
Line Of Credit Accordion Feature		200,000,000
Line of Credit Facility, Current Borrowing Capacity			400,000,000	350,000,000	300,000,000	250,000,000	10,600,000
Line of Credit Facility, Amount Outstanding	175,000,000
Debt, Weighted Average Interest Rate	1.65%
Pledged Assets, Not Separately Reported, Other	528,400,000
Notes Payable	$ 12,255,000
Short-term Debt, Weighted Average Interest Rate	1.65%

XML

Leases (table)

12 Months Ended

Mar. 31, 2014

Operating Leases, Future Minimum Payments Due [Abstract]

Operating Leases of Lessee Disclosure [Table Text Block]

Years ending March 31:
2015	$	36,759
2016		32,801
2017		28,431
2018		24,221
2019		19,315
2020-2025		33,647
Total minimum payment required	$	175,174

XML

Plant Restructuring (table) (detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended						12 Months Ended			3 Months Ended		12 Months Ended			3 Months Ended			12 Months Ended			3 Months Ended					12 Months Ended
	Sep. 28, 2013	Jun. 29, 2013	Mar. 31, 2013	Dec. 29, 2012	Oct. 01, 2011	Jul. 02, 2011	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012	Oct. 01, 2011 Employee Severance [Member]	Jul. 02, 2011 Employee Severance [Member]	Mar. 31, 2014 Employee Severance [Member]	Mar. 31, 2013 Employee Severance [Member]	Mar. 31, 2012 Employee Severance [Member]	Sep. 28, 2013 Long Lived Asset Charges [Member]	Mar. 31, 2013 Long Lived Asset Charges [Member]	Dec. 29, 2012 Long Lived Asset Charges [Member]	Mar. 31, 2014 Long Lived Asset Charges [Member]	Mar. 31, 2013 Long Lived Asset Charges [Member]	Mar. 31, 2011 Long Lived Asset Charges [Member]	Sep. 28, 2013 Other Restructuring [Member]	Jun. 29, 2013 Other Restructuring [Member]	Mar. 31, 2013 Other Restructuring [Member]	Dec. 29, 2012 Other Restructuring [Member]	Oct. 01, 2011 Other Restructuring [Member]	Mar. 31, 2014 Other Restructuring [Member]	Mar. 31, 2013 Other Restructuring [Member]	Mar. 31, 2012 Other Restructuring [Member]
Restructuring Cost and Reserve [Line Items]
Balance		$ 1,501				$ 976	$ 1,501	$ 37	$ 976		$ 456	$ 20	$ 37	$ 456				$ 1,174	$ 0	$ 0		$ 307				$ 307	$ 0	$ 520
Plant Restructuring	347	154	987	2,510	(15)	54	501	3,497	39	(19)	54				341	109	1,107				6	154	878	1,403	4
Cash payment/write offs							(1,992)	(2,033)	(978)			(10)	(17)	(454)				(1,515)	(42)							(467)	(1,974)	(524)
Balance			$ 1,501				$ 10	$ 1,501	$ 37			$ 10	$ 20	$ 37		$ 1,174		$ 0	$ 1,174	$ 0			$ 307			$ 0	$ 307	$ 0

XML

Retirement Plans (narrative) (detail) (USD $)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
General Discussion Of Pension And Other Postretirement Benefits [Abstract]
Decrease In Unfunded Status	$ 12,700,000
Defined Benefit Plan, Benefit Obligation	170,478,000	163,531,000	140,570,000
Employer contributions	2,000,000	3,000,000
Other Than Temporary Impairment Losses Investments Portion In Other Comprehensive Income Loss Net Of Tax Including Portion Attributable To Noncontrolling Interest Availableforsale Securities	(11,296,000)	(771,000)	9,338,000
Fair value of plan assets at end of year	154,650,000	135,016,000	116,798,000
Defined Benefit Plan, Accumulated Benefit Obligation	152,200,000	146,200,000
Expected return	7.50%	7.50%
Gain on plan assets	17.00%
Common stock included in plan assets	11,600,000	11,600,000
401 (k) match	2,300,000	1,700,000	1,400,000
401 (k) match stock amount	2,000,000
401 (k) match amount in cash	100,000
Other Than Temporary Impairment Losses Investments Portion In Other Comprehensive Income Loss Tax Including Portion Attributable To Noncontrolling Interest Availableforsale Securities	7,222,000	493,000	5,970,000
Teamsters Plan Contributions	$ 2,400,000	$ 2,400,000
Contribution Percentage	5.00%

XML

Segment Information (classes of similar products/services) (table) (detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Segment Reporting Information [Line Items]
Net Sales	$ 1,340,208	$ 1,276,297	$ 1,257,805
General Mills Operations LLC [Member]
Segment Reporting Information [Line Items]
Net Sales	177,881	165,684	166,231
Canned Vegetables [Member]
Segment Reporting Information [Line Items]
Net Sales	753,318	746,892	743,123
Frozen [Member]
Segment Reporting Information [Line Items]
Net Sales	107,109	84,935	96,870
Fruit [Member]
Segment Reporting Information [Line Items]
Net Sales	264,549	245,596	220,184
Snack [Member]
Segment Reporting Information [Line Items]
Net Sales	11,496	11,357	11,730
Other Products [Member]
Segment Reporting Information [Line Items]
Net Sales	$ 25,855	$ 21,833	$ 19,667

XML

Legal Proceedings

12 Months Ended

Mar. 31, 2014

Legal Proceedings [Abstract]

Commitments And Contingencies Disclosure Text Block

14. 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 appeal is progressing in accordance with the schedule set by the California Court of Appeal, First Appellate District, Division One. The Company is unable to determine the scope or the likelihood of success of the appeal. The Company, along with other defendants are planning on vigorously defending the appeal filed by ELF.  With the successful defense of the case, the remedies portion of the case was not litigated.  So far, 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. Additionally, in the ordinary course of its business, the Company is made party to certain legal proceedings seeking monetary damages, including proceedings invoking product liability claims, either directly or through indemnification obligations, and we are not able to predict the probability of the outcome or estimate of loss, if any, related to any such matter.

XML

Leases (table) (detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014
Operating Leases, Future Minimum Payments Due [Abstract]
2015	$ 36,759
2016	32,801
2017	28,431
2018	24,221
2019	19,315
2020-2025	33,647
Total	$ 175,174

XML

Significant Accouting Policies (Detail) (Earnings Per Share) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Earnings Per Share, Basic [Abstract]
Net (Loss) Earnings	$ 13,779	$ 41,413	$ 11,256
Deduct Preffered Stock Dividends	23	23	23
Undistributed Earnings, Basic	13,756	41,390	11,233
Undistributed Earnings Allocated to Participating Securities	438	1,406	382
Earnings (Loss) Attributable to Common Stock	13,318	39,984	10,851
Weighted Average Number of Shares Outstanding, Basic	10,747	11,147	11,727
Basic Earnings (Loss) per Common Share	$ 1.24	$ 3.59	$ 0.93
Earnings Per Share, Diluted [Abstract]
Earnings (Loss) Attributable to Common Stock	13,318	39,984	10,851
Dividends Convertible Preferred Stock Cash	20	20	20
Net Income (Loss) Available to Common Stockholders, Diluted	$ 13,338	$ 40,004	$ 10,871
Weighted Average Number of Shares Outstanding, Basic	10,747	11,147	11,727
ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfAdditionalSharesAuthorized	5	5	5
Incremental Common Shares Attributable to Conversion of Preferred Stock	67	67	67
Weighted Average Number of Shares Outstanding, Diluted	10,819	11,219	11,799
Diluted Earnings (Loss) per Common Share	$ 1.23	$ 3.57	$ 0.92

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Subsequent Event (detail)	Mar. 31, 2014
Subsequent Event [Abstract]
Business Combination Step Acquisition Equity Interest In Acquiree Percentage	50.00%

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Inventory (table)

12 Months Ended

Mar. 31, 2014

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

		2014		2013		2012
		(In thousands)
Finished products	$	418,368	$	445,278	$	406,164
In process		16,056		18,107		24,451
Raw materials and supplies		170,210		149,359		139,045
		604,634		612,744		569,660
Less excess of FIFO cost over LIFO cost		153,384		133,014		137,227
Total inventories	$	451,250	$	479,730	$	432,433

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Income Tax (narrative) (detail) (USD $)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Income Tax Disclosure [Abstract]
Effective income tax rate	20.50%	34.70%	35.80%
Effective Income Tax Rate Continuing Operations Change	14.20%
Other Amounts Related To Income Taxes	$ 1,900,000	$ 1,900,000
Unrecognized Tax Benefits, Period Increase (Decrease)	0	100,000
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	200,000	200,000
Tax Credit Carryforward [Line Items]
Valuation allowance - non-current	390,000	758,000
Deferred Income Tax Asset, Net	8,412,000	9,400,000
Deferred Tax Assets, Net, Noncurrent		2,097,000
Deferred Income Taxes, Net	339,000
New York [Member]
Tax Credit Carryforward [Line Items]
Tax Credit Carryforward, Valuation Allowance	800,000
Expiration Date	2029
California [Member]
Tax Credit Carryforward [Line Items]
Tax Credit Carryforward, Valuation Allowance	1,400,000
Expiration Date	2024
Wisconsin [Member]
Tax Credit Carryforward [Line Items]
Tax Credit Carryforward, Valuation Allowance	$ 800,000
Expiration Date	2022

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Inventory (table) (detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Inventory Disclosure [Abstract]
Finished products	$ 418,368	$ 445,278	$ 406,164
In process	16,056	18,107	24,451
Raw material and supplies	170,210	149,359	139,045
Total	604,634	612,744	569,660
Inventory, LIFO Reserve	153,384	133,014	137,227
Total Inventories	$ 451,250	$ 479,730	$ 432,433

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Retirement Plans (Schedule of Cost of Retirement Plans) (detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	$ 7,752	$ 6,988	$ 5,424
Interest cost	7,592	7,265	6,837
Expected return on plan assets	9,938	8,603	8,140
Amortization of net loss	(2,434)	(3,190)	(1,350)
Amortization of transition assets	0	0	(227)
Net periodic benefit cost	$ 7,840	$ 8,840	$ 5,244

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Long-Term Debt (Schedule of debt) (detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Debt Instrument [Line Items]
Long-term Debt	$ 218,516	$ 270,186
Total	218,516	270,186
Current Portion of Long-Term Debt	2,277	40,170
Long-Term Debt, Less Current Portion	216,239	230,016
Revolving credit facility [Member]
Debt Instrument [Line Items]
Long-term Debt	175,000	188,000
Long-term Debt, Weighted Average Interest Rate	1.65%	1.70%
Debt Instrument, Maturity Date	2017
Total	175,000	188,000
Secured Note Payable to Insurance Company [Member}
Debt Instrument [Line Items]
Long-term Debt		38,138
Long-term Debt, Weighted Average Interest Rate		8.03%
Debt Instrument, Maturity Date	2014
Total		38,138
Secured Industrial Revenue Development Bonds [Member]
Debt Instrument [Line Items]
Long-term Debt	22,630	22,630
Long-term Debt, Weighted Average Interest Rate	3.23%	3.29%
Debt Instrument, Maturity Date	2029
Total	22,630	22,630
Secured Industrial Revenue Development Bond [Member]
Debt Instrument [Line Items]
Long-term Debt	1,500
Long-term Debt, Weighted Average Interest Rate	2.00%
Debt Instrument, Maturity Date	2021
Total	1,500
Secured promissory note 1 [Member]
Debt Instrument [Line Items]
Long-term Debt	15,313	16,753
Long-term Debt, Weighted Average Interest Rate	6.98%	6.98%
Debt Instrument, Maturity Date	2022
Total	15,313	16,753
Secured promissory note 2 [Member]
Debt Instrument [Line Items]
Long-term Debt	3,731	4,303
Long-term Debt, Weighted Average Interest Rate	6.35%	6.35%
Debt Instrument, Maturity Date	2020
Total	3,731	4,303
Other [Member]
Debt Instrument [Line Items]
Long-term Debt	342	362
Total	$ 342	$ 362

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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, 2011		$ 6,325,000	$ 4,118,000	$ 90,778,000	$ (257,000)	$ (13,981,000)	$ 266,849,000
Net (Loss) Earnings	11,256,000						11,256,000
Cash dividends paid on preferred stock							(23,000)
Equity incentive program				124,000
Common stock stated value adjustment		0	(1,181,000)	1,181,000
Treasury stock purchased					(1,178,000)
Stock conversion		(57,000)	1,000	56,000
Change in pension and post retirement benefits adjustment (net of tax)	9,338,000					(9,338,000)
Balance at Mar. 31, 2012		6,268,000	2,938,000	92,139,000	(1,435,000)	(23,319,000)	278,082,000
Net (Loss) Earnings	41,413,000						41,413,000
Cash dividends paid on preferred stock							(23,000)
Equity incentive program				72,000
Stock issued for bonus program				29,000
Treasury stock purchased					(29,769,000)
Stock conversion		(846,000)	17,000	829,000
Change in pension and post retirement benefits adjustment (net of tax)	(771,000)					771,000
Balance at Mar. 31, 2013	367,166,000	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)						(23,000)
Equity incentive program				100,000
Stock issued for bonus program				4,000
401 (k) match stock amount	2,000,000				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	$ 393,632,000	$ 5,332,000	$ 2,958,000	$ 93,260,000	$ (29,894,000)	$ (11,252,000)	$ 333,228,000

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Retirement Plans (Schedule of Assumptions Used) (detail)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Schedule of Assumbptions Used [Abstract]
Discount rate - benefit obligation	4.85%	4.70%
Discount rate - pension expense	4.70%	5.10%
Expected return on plan assets	7.50%	7.50%
Rate of compensation increase	3.00%	3.00%

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Acquisition (narrative) (detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Jun. 29, 2013	Mar. 31, 2014	Mar. 31, 2013 Independent Foods [Member]	Mar. 31, 2014 Independent Foods [Member]	Jan. 15, 2013 Independent Foods [Member]
Business Acquisition [Line Items]
Purchase Price				$ 5.0	$ 5.0
Gain on Purchase of Business	0.1	2.0	1.9
Liabilities acquired					$ 19.5

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Significant Accounting Policies

12 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Nature Of Operations [PolicyText Block]

Nature of Operations — Seneca Foods Corporation and subsidiaries (the “Company”) conducts its business almost entirely in food packaging, operating 24plants and 30 warehouses in eight states. The Company markets private label and branded packaged foods to retailers and institutional food distributors.

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.

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

Fair Value of Financial Instruments—The fair values of cash and cash equivalents (Level 1), accounts receivable, loan receivable, short-term debt (Level 2) and accounts payable approximate cost because of the immediate or short-term maturity of these financial instruments. See Note 10, 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, 2014, there were $0.8 million of deferred financing costs included in other assets on 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.

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

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

Advertising Costs — Advertising costs are expensed as incurred. Advertising costs charged to operations were $1.5million and $1.4million in 2014 and 2013, 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 $22.9million, $22.8million, and $22.2million in 2014, 2013, and 2012, 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 $1.2million of impairment losses in 2013 included in Plant Restructuring (see Plant Restructuring, note 15). There were no significant impairment losses in 2014 or 201

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 July 2013, the Financial Accounting Standards Board ("FASB") issued Account Standards Update ("ASU") 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The amendments in ASU 2013-11 provide guidance on the financial statement presentation of unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is effective for fiscal years beginning after December 15, 2013. The Company will reflect the impact of these amendments beginning in the first quarter of Fiscal 2015. 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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Subsequent Event

12 Months Ended

Mar. 31, 2014

Subsequent Event [Abstract]

Subsequent Events [Text Block]

17. Subsequent Event

Subsequent to March 31, 2014, the Company purchased a 50% equity interest in Truitt Bros. Inc. ("Truitt"). 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.

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Stockholders' Equity (narrative) (USD $)	12 Months Ended				12 Months Ended			12 Months Ended		12 Months Ended			12 Months Ended			12 Months Ended			0 Months Ended	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2014 6% Cumulative Preferred Stock [Member]	Mar. 31, 2013 6% Cumulative Preferred Stock [Member]	Mar. 31, 2012 6% Cumulative Preferred Stock [Member]	Mar. 31, 2014 10% Nonredeemable Convertible Preferred Stock [Member]	Mar. 31, 2013 10% Nonredeemable Convertible Preferred Stock [Member]	Mar. 31, 2012 10% Nonredeemable Convertible Preferred Stock [Member]	Mar. 31, 2014 10% Series A Nonredeemable Convertible Preferred Stock [Member]	Mar. 31, 2014 10% Series B Nonredeemable Convertible Preferred Stock [Member]	Mar. 31, 2014 Participating Preferred Stock [Member]	Mar. 31, 2013 Participating Preferred Stock [Member]	Mar. 31, 2012 Participating Preferred Stock [Member]	Mar. 31, 2014 2003 Series Participating Preferred Stock [Member]	Mar. 31, 2013 2003 Series Participating Preferred Stock [Member]	Mar. 31, 2012 2003 Series Participating Preferred Stock [Member]	Mar. 31, 2012 2006 Series Participating Preferred Stock [Member]	Mar. 31, 2014 2006 Series Participating Preferred Stock [Member]	Mar. 31, 2014 Class A Preferred Stock [Member]	Aug. 30, 2012 Common Class A Member	Mar. 31, 2014 Common Class A Member	Mar. 31, 2014 Common Class B Member	Mar. 31, 2014 Treasury Stock [Member]
Preferred Stock, Dividend Rate, Percentage		6.00%			10.00%			10.00%
Preferred Stock Liquidation Preference										$ 12			$ 15.50
Preferred Stock, Par or Stated Value Per Share		$ 0.25			$ 0.025					$ 0.025			$ 0.025					$ 0.025
Stated Value Per Share										$ 11.931
Share For Share Conversion Number								20	30
Common Stock Voting Right Per Share																				$ 0.05
Preferred Stock, Shares Authorized		200,000			1,400,000					90,901			257,790
Preferred Stock, Shares Outstanding		200,000	200,000	200,000	807,240	807,240	807,240	407,240	400,000	90,901	91,962	97,870	257,790	262,790	312,790
Stock Conversions										1,061			5,000			1,025,220
Cash dividends paid on preferred stock	$ 23,000	$ 3,000								$ 20,000
Treasury Stock, Value, Acquired, Cost Method																			25,900,000	700,000		4,000,000
Treasury Stock Shares Acquired																			864,334	20,186		150,710
Stock Issued For Bonus Program Shares																					108
Price Per Share													$ 16.60				$ 24.385
Preferred Stock Shares Issued													967,742				1,025,220
401 (k) match shares																						66,756
401 (k) match stock amount	$ 2,000,000																					$ 2,000,000

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Acquisition (purchase price table) (detail) (Independent Foods [Member], USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Jan. 15, 2013
Independent Foods [Member]
Business Acquisition [Line Items]
Purchase Price	$ 5.0	$ 5.0
Current assets	32.7
Property, plant and equipment	7.5
Current liabilities	33.2
Bargain Purchase Price	2.0
Total	$ 5.0	$ 5.0

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Significant Accounting Policies (Table) ( Earnings Per Share)

12 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

ScheduleOfEarningsPerShareBasicAndDilutedByCommonClassTextBlock

Years ended March 31,		2014		2013		2012
		(In thousands, except per share amounts)
Basic
Net earnings	$	13,779	$	41,413	$	11,256
Deduct preferred stock dividends		23		23		23
Undistributed earnings		13,756		41,390		11,233
Earnings attributable to participating
preferred		438		1,406		382
Earnings attributable to common
shareholders	$	13,318	$	39,984	$	10,851
Weighted average common shares
outstanding		10,747		11,147		11,727
Basic earnings per common share	$	1.24	$	3.59	$	0.93
Diluted
Earnings attributable to common
shareholders	$	13,318	$	39,984	$	10,851
Add dividends on convertible
preferred stock		20		20		20
Earnings attributable to common
stock on a diluted basis	$	13,338	$	40,004	$	10,871
Weighted average common shares
outstanding-basic		10,747		11,147		11,727
Additional shares to be issued related to
the equity compensation plan		5		5		5
Additional shares to be issued under
full conversion of preferred stock		67		67		67
Total shares for diluted		10,819		11,219		11,799
Diluted earnings per share	$	1.23	$	3.57	$	0.92

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Acquistion (table)

12 Months Ended

Mar. 31, 2014

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

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

Purchase Price (net of cash received)	$	5.0
Allocated as follows:
Current assets	$	32.7
Property, plant and equipment		7.5
Bargain purchase gain		(2.0)
Current liabilities		(33.2)
Total	$	5.0

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Cash Flows from Operating Activities:
Net (Loss) Earnings	$ 13,779	$ 41,413	$ 11,256
Adjustments to Reconcile Net (Loss) Earnings to Net Cash Used in Operations:
Depreciation & Amortization	23,281	23,251	22,691
Gain on the Sale of Assets	(325)	0	(814)
Deferred Income Tax Expense (Benefit)	(3,798)	(2,950)	1,368
Impairment Provision and Other Expenses	501	1,216
Changes in Operating Assets and Liabilities (Net of Acquisition):
Accounts Receivable	1,276	4,485	1,431
Inventories	28,320	(20,134)	22,803
Other Current Assets	(8,295)	(16,238)	4,929
Income Taxes	(3,187)	4,416	(805)
Accounts Payable, Accrued Expenses and Other Liabilities	6,497	(5,805)	(20,977)
Net Cash Provided by (Used in) Operations	58,049	29,654	41,882
Cash Flows from Investing Activities:
Additions to Property, Plant and Equipment	(19,448)	(16,371)	(27,425)
Proceeds from the Sale of Assets	998	370	1,042
Issuance of loan receivable		10,000	(10,000)
Cash Paid for Acquisition (Net of Cash Acquired)		(5,016)
Net Cash Provided by (Used in) Investing Activities	(18,450)	(11,017)	(36,383)
Cash Flow from Financing Activities:
Long-Term Borrowing	393,972	558,288	417,356
Payments on Long-Term Debt	(445,642)	(544,047)	(415,766)
Borrowings on Notes Payable	12,255
Other	248	276	(1,230)
Purchase of Treasury Stock	(674)	(28,447)	(1,178)
Dividends	(23)	(23)	(23)
Net Cash Provided by (Used in) Financing Activities	(39,864)	(13,953)	(841)
Net Increase (Decrease) in Cash and Cash Equivalents	(265)	4,684	4,658
Cash and Cash Equivalents, Beginning of the Period	14,104	9,420	4,762
Cash and Cash Equivalents, End of the Period	13,839	14,104	9,420
Cash Paid During the Year
Interest Paid	6,586	7,305	7,570
Income Taxes Paid	$ 10,695	$ 20,352	$ 5,455

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Long-Term Debt (tables)

12 Months Ended

Mar. 31, 2014

Long-term Debt, Unclassified [Abstract]

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

5. Long-Term Debt
		2014		2013
		(In thousands)
Revolving credit facility,
1.65% and 1.70%, due through 2017	$	175,000	$	188,000
Secured note payable to insurance company,
8.03%, paid off in 2014		0		38,138
Secured Industrial Revenue Development Bonds,
3.23%, and 3.29%, due through 2029		22,630		22,630
Secured promissory note,
6.98%, due through 2022		15,313		16,753
Secured promissory note,
6.35%, due through 2020		3,731		4,303
Economic development note,
2.00%, due through 2021		1,500		0
Other		342		362
		218,516		270,186
Less current portion		2,277		40,170
	$	216,239	$	230,016

Long Term Debt Repayement [table text block]

Years ending March 31:
2015	$	2,277
2016		2,530
2017		177,667
2018		7,904
2019		3,034
Thereafter		25,104
Total	$	218,516

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Significant Accounting Policies (narrative) (detail) (USD $)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Sales Revenue [Line Items]
Net Sales	$ 1,340,208,000	$ 1,276,297,000	$ 1,257,805,000
Advertising Expense	1,500,000	1,400,000
Dererred Financing Cost	800,000
General Mills Operations LLC [Member]
Sales Revenue [Line Items]
Net Sales	150,300,000	151,200,000
UnshippedProduct	$ 71,900,000
Net Sales Percentage	13.00%
Top Ten Customers [Member]
Sales Revenue [Line Items]
Net Sales Percentage	50.00%	47.00%	49.00%
Seneca Foods Plants [Member]
Real Estate Properties [Line Items]
Number of Real Estate Properties	24
Seneca Foods Warehouses [Member]
Real Estate Properties [Line Items]
Number of Real Estate Properties	30

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Income Tax (Effective Income Tax Rate) (detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Income Tax Disclosure [Abstract]
Current Federal Tax Expense (Benefit)	$ 7,238	$ 21,356	$ 4,193
Current State and Local Tax Expense (Benefit)	123	3,629	704
Total	7,361	24,985	4,897
Deferred Federal Income Tax Expense (Benefit)	(3,231)	(2,770)	1,430
Deferred State and Local Income Tax Expense (Benefit)	(567)	(180)	(62)
Total	(3,798)	(2,950)	1,368
Income Tax Expense (Benefit), Total	$ 3,563	$ 22,035	$ 6,265
Computed	35.00%	35.00%	35.00%
State income taxes (net of federal tax benefit)	3.40%	3.80%	4.50%
Federal tax credits	(3.60%)	(0.20%)	(0.60%)
State tax credits	(1.60%)	(0.80%)	(2.80%)
Manufacturer's deduction	(4.60%)	(3.40%)	(5.10%)
Addition to (reversal of) uncertain tax positions	(0.80%)	0.20%	0.40%
State VDA/Nexus Changes	(1.70%)	0.00%	0.00%
Other permanent differences not (taxable) deductible	0.50%	0.10%	0.70%
Change in valuation allowance	(2.10%)	0.00%	0.00%
Effective Income Tax Rate Reconciliation Pension Contribution	0.40%	0.00%	2.20%
Other	(4.40%)	0.00%	1.50%
Effective income tax rate	20.50%	34.70%	35.80%

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Plant Restructuring (narrative) (detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended						12 Months Ended
	Sep. 28, 2013	Jun. 29, 2013	Mar. 31, 2013	Dec. 29, 2012	Oct. 01, 2011	Jul. 02, 2011	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Restructuring Charges [Abstract]
Plant Restructuring	$ 347	$ 154	$ 987	$ 2,510	$ (15)	$ 54	$ 501	$ 3,497	$ 39

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CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Income Statement [Abstract]
Net Sales	$ 1,340,208	$ 1,276,297	$ 1,257,805
Costs and Expenses:
Cost of Product Sold	1,249,245	1,134,985	1,164,986
Selling and Administrative	70,129	68,852	67,971
Plant Restructuring	501	3,497	39
Other Operating (Income) Expense	(3,271)	(1,971)	(814)
Total Costs and Expenses	1,316,604	1,205,363	1,232,182
Operating Income (Loss)	23,604	70,934	25,623
Interest Expense, Net	6,262	7,486	8,102
Earnings (Loss) Before Income Taxes	17,342	63,448	17,521
Income Taxes Expense (Benefit)	3,563	22,035	6,265
Net Earnings (Loss)	13,779	41,413	11,256
Earnings (Loss) Attributable to Common Stock	$ 13,318	$ 39,984	$ 10,851
Basic Earnings (Loss) per Common Share	$ 1.24	$ 3.59	$ 0.93
Diluted Earnings (Loss) per Common Share	$ 1.23	$ 3.57	$ 0.92

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Loan Receivable (narrative) (detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Jun. 30, 2012	Apr. 30, 2012	Mar. 31, 2012
Loans Receivable, Net [Abstract]
Loans Receivable				$ 10.0
Loan Receivable Maturity Date	March 30, 2012
Loans and Leases Receivable, Deferred Income		$ 6.3	$ 3.7

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2014	Mar. 31, 2013
Current Assets:
Cash and Cash Equivalents	$ 13,839,000	$ 14,104,000
Accounts Receivable, Net	76,964,000	78,240,000
Inventories:
Finished Goods	304,955,000	351,231,000
Work in Process	12,353,000	10,032,000
Raw Materials and Supplies	133,942,000	118,467,000
Total Inventories	451,250,000	479,730,000
Deferred Income Tax Asset, Net	8,412,000	9,400,000
Other Current Assets	33,594,000	25,299,000
Assets Current	584,059,000	606,773,000
Deferred Tax Assets, Net, Noncurrent		2,097,000
Other Assets	877,000	1,179,000
Property, Plant and Equipment:
Land	19,639,000	19,639,000
Buildings and Improvements	180,202,000	178,847,000
Machinery and Equipment	347,935,000	337,365,000
Property, Plant and Equipment	547,776,000	535,851,000
Accumulated Depreciation, Depletion and Amortization	363,859,000	347,444,000
Property, Plant and Equipment, Net	183,917,000	188,407,000
Total Assets	768,853,000	798,456,000
Current Liabilities:
Notes Payable	12,255,000
Accounts Payable	71,219,000	72,128,000
Accrued Vacation	10,997,000	10,877,000
Accrued Payroll	7,516,000	7,537,000
Other Accrued Expenses	26,111,000	25,062,000
Income Taxes Payable	913,000	4,100,000
Current Portion of Long-Term Debt	2,277,000	40,170,000
Liabilities Current	131,288,000	159,874,000
Long-Term Debt, Less Current Portion	216,239,000	230,016,000
Deferred Income Taxes, Net	339,000
Other Long-Term Liabilities	27,355,000	41,400,000
Total Liabilities	375,221,000	431,290,000
Stockholders' Equity:
Preferred Stock	5,332,000	5,422,000
Common Stock	2,958,000	2,955,000
Additional Paid-in Capital	93,260,000	93,069,000
Treasury Stock, at cost	(29,894,000)	(31,204,000)
Accumulated Other Comprehensive Loss	(11,252,000)	(22,548,000)
Retained Earnings	333,228,000	319,472,000
Total Stockholders' Equity	393,632,000	367,166,000
Total Liabilities and Stockholders Equity	$ 768,853,000	$ 798,456,000

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Retirement Plans (Schedule of Amoutns Included in Accumulated Other Comprehensive Income/Loss (detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Amounts Included in Accumulated Other Comprehensive Pre-Tax Loss [Abstract]
Net loss	$ 18,094	$ 36,622
Accumulated other comprehensive pre-tax loss	$ (18,094)	$ (36,622)

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Retirement Plans (tables)

12 Months Ended

Mar. 31, 2014

General Discussion Of Pension And Other Postretirement Benefits [Abstract]

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

		2014		2013
		(In thousands)
Change in Benefit Obligation
Benefit obligation at beginning of year	$	163,531	$	140,570
Service cost		7,752		6,988
Interest cost		7,592		7,265
Actuarial (gain) loss		(3,109)		13,828
Benefit payments and expenses		(5,288)		(5,120)
Benefit obligation at end of year	$	170,478	$	163,531
Change in Plan Assets
Fair value of plan assets at beginning of year	$	135,016	$	116,798
Actual gain on plan assets		22,922		20,338
Employer contributions		2,000		3,000
Benefit payments and expenses		(5,288)		(5,120)
Fair value of plan assets at end of year	$	154,650	$	135,016
Unfunded Status	$	(15,828)	$	(28,515)

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

		2014		2013
		(In thousands)
Amounts Recognized in Accumulated Other
Comprehensive Pre-Tax Loss
Net loss	$	(18,094)	$	(36,622)
Accumulated other comprehensive pre-tax loss	$	(18,094)	$	(36,622)

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, 2013	$	(22,548)
Other comprehensive gain before reclassifications		11,296
Reclassified from accumulated other comprehensive loss		0
Net current period other comprehensive gain		11,296
Balance at March 31, 2014	$	(11,252)

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 2014, 2013, and 2012:
		2014		2013		2012
		(In thousands)
Service cost	$	7,752	$	6,988	$	5,424
Interest cost		7,592		7,265		6,837
Expected return on plan assets		(9,938)		(8,603)		(8,140)
Amortization of net loss		2,434		3,190		1,350
Amortization of transition asset		0		0		(227)
Net periodic benefit cost	$	7,840	$	8,840	$	5,244

Schedule of Assumptions Used [Table Text Block]

	2014		2013
Discount rate - benefit obligation	4.85	%	4.70	%
Discount rate - pension expense	4.70	%	5.10	%
Expected return on plan assets	7.50	%	7.50	%
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,
	2015		2014		2013
Plan Assets
Equity securities	99	%	99	%	99	%
Debt securities	0		0		0
Real estate	0		0		0
Cash	1		1		1
Total	100	%	100	%	100	%

Schedule of Expected Contributions [Table Text Block]

Expected Employer Contributions	$	0
Expected Employee Contributions		0

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):
2015	$	5,860
2016		6,145
2017		6,644
2018		7,255
2019		7,936
2020-2023		50,277

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Fair Value (table) (detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Fair Value Disclosures [Abstract]
Long-term Debt, Gross	$ 218,516	$ 270,186
Long-term Debt, Fair Value	$ 219,981	$ 273,567

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Inventories

12 Months Ended

Mar. 31, 2014

Inventories:

Inventory Disclosure [Text Block]

11. 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 reduce net earnings by $13.2 million in 2014, increase net earnings by $2.7million in 2013 and reduce net earnings by $30.8million in 2012, compared to what would have been reported using the FIFO inventory method. The reduction in earnings per share was $1.19 ($1.19 diluted) in 2014, increase in earnings per share was $0.24 ($0.24 diluted) in 2013, and the reduction in earnings per share was $2.53 ($2.52 diluted) in 2012.During 2014 and 2012, 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 an increase of $4.8million and $2.9million during 2014 and 2012, respectively. The inventories by category and the impact of using the LIFO method are shown in the following table:

		2014		2013		2012
		(In thousands)
Finished products	$	418,368	$	445,278	$	406,164
In process		16,056		18,107		24,451
Raw materials and supplies		170,210		149,359		139,045
		604,634		612,744		569,660
Less excess of FIFO cost over LIFO cost		153,384		133,014		137,227
Total inventories	$	451,250	$	479,730	$	432,433

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Fair Value (table)

12 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

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

10. Fair Value of Financial Instruments
The carrying amount and estimated fair values of the Company's debt are summarized as follows:
		2014				2013
		Carrying		Estimated		Carrying		Estimated
		Amount		Fair Value		Amount		Fair Value
		(In thousands)
Long-term debt, including
current portion	$	218,516	$	219,981	$	270,186	$	273,567

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Segment Reporting

12 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

13. 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. The Company markets its product almost entirely in the United States. Export sales represented9.2%, 9.8%, and 9.4% of total sales in 2014, 2013, and 2012, respectively. In 2014, 2013, and 2012, the sale of Green Giant vegetables accounted for 13%, 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)
2014:
Net sales	$	1,302,857	$	11,496	$	25,855	$	1,340,208
Operating income		21,063		872		1,669		23,604
Interest expense, net		6,113		27		122		6,262
Income tax expense		3,118		189		256		3,563
Identifiable assets		761,078		3,770		4,005		768,853
Capital expenditures		17,339		0		2,109		19,448
Depreciation and amortization		21,842		394		1,045		23,281
2013:
Net sales	$	1,243,107	$	11,357	$	21,833	$	1,276,297
Operating income		70,313		174		447		70,934
Interest expense, net		7,319		35		132		7,486
Income tax expense		21,831		53		151		22,035
Identifiable assets		791,643		4,038		2,775		798,456
Capital expenditures		16,125		0		246		16,371
Depreciation and amortization		22,146		404		701		23,251
2012:
Net sales	$	1,226,408	$	11,730	$	19,667	$	1,257,805
Operating income (loss)		25,955		(714)		382		25,623
Interest expense, net		7,929		47		126		8,102
Income tax expense (benefit)		6,398		(247)		114		6,265
Identifiable assets		730,147		4,739		3,150		738,036
Capital expenditures		25,636		22		1,767		27,425
Depreciation and amortization		21,780		475		436		22,691

The fruit and vegetable segment, consisting of GMOL, canned fruit and vegetables and frozen products, represented 99%, 99% and 99% of assets and 93%, 101% and 107% of pre-tax earnings in 2014, 2013 and 2012, respectively.

Classes of similar products/services:		2014		2013		2012
		(In thousands)
Net Sales:
GMOL *	$	177,881	$	165,684	$	166,231
Canned vegetables		753,318		746,892		743,123
Frozen *		107,109		84,935		96,870
Fruit		264,549		245,596		220,184
Snack		11,496		11,357		11,730
Other		25,855		21,833		19,667
Total	$	1,340,208	$	1,276,297	$	1,257,805
* GMOL includes frozen vegetables exclusively for GMOL.

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Other Operating Income and Expenses (detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended					12 Months Ended					12 Months Ended
	Jun. 29, 2013	Mar. 31, 2014	Mar. 31, 2012 LeSueur Mn [Member]	Mar. 31, 2013 Other Operating Expense [Member]	Mar. 31, 2012 Other Operating Expense [Member]	Mar. 31, 2014 Other Operating Expense [Member]	Mar. 31, 2014 Allens, Inc [Member]	Mar. 31, 2014 Independent Foods [Member]	Mar. 31, 2013 Independent Foods [Member]	Mar. 31, 2013 Cambria, WI [Member]	Mar. 31, 2014 Aircraft [Member]	Mar. 31, 2014 Sunnyside, WA [Member]
Component of Operating Other Cost and Expense [Line Items]
Gain on sale of other assets						$ 0.2					$ 0.7
Gain on Disposition of Property			0.7		0.1					0.3
Gain (Loss) on Disposition of Assets				0.3								0.5
Gain on Purchase of Business	0.1	2.0						0.1	1.9
OtherNonrecurringIncome							$ 2.9

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Statement Of Financial Position [Abstract]
Allowance for Doubtful Accounts Receivable, Current	$ 160	$ 201

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CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (PARENTHETICAL) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Income Statement [Abstract]
Interest Income, Operating	$ 4	$ 179	$ 707

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Operating Leases

12 Months Ended

Mar. 31, 2014

Leases, Operating [Abstract]

Operating Leases Of Lessor Disclosure Text Block

6. Leases

The Company had no capital leases as of March 31, 2014 and 2013. The Company has operating leases expiring at various dates through 2025. Operating leases generally provide for early purchase options one year prior to expiration.

The following is a schedule, by year, of minimum operating lease payments due as of March 31, 2014 (in thousands):

Years ending March 31:
2015	$	36,759
2016		32,801
2017		28,431
2018		24,221
2019		19,315
2020-2025		33,647
Total minimum payment required	$	175,174

Lease expense in fiscal 2014, 2013 and 2012 was $43.9million, $38.1million and $38.3million, respectively.

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Document and Entity Information (USD $)	12 Months Ended
	Mar. 31, 2014	Oct. 01, 2013	May 21, 2014 Common Class A Member	May 21, 2014 Common Class B Member
Document And Entity Information [Abstract]
Document Type	10-K
Document period end date	Mar. 31, 2014
Amendment flag	false
Document Period Focus	FY
Document Fiscal Year Focus	2014
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]
Entity common stock shares outstanding			8,735,789	2,013,953
Entity public float		$ 257,158,000

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Income Tax Disclosure

12 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Income Tax Disclosure Text Block

7. Income Taxes
The Company files a consolidated federal and various state income tax returns. The provision for income taxes is as follows:
		2014		2013		2012
		(In thousands)
Current:
Federal	$	7,238	$	21,356	$	4,193
State		123		3,629		704
		7,361		24,985		4,897
Deferred:
Federal		(3,231)		(2,770)		1,430
State		(567)		(180)		(62)
		(3,798)		(2,950)		1,368
Total income taxes	$	3,563	$	22,035	$	6,265
A reconciliation of the expected U.S. statutory rate to the effective rate follows:
		2014		2013		2012
Computed (expected tax rate)		35.0	%	35.0	%	35.0	%
State income taxes (net of federal tax benefit)		3.4		3.8		4.5
State tax credits		(1.6)		(0.8)		(2.8)
Federal credits		(3.6)		(0.2)		(0.6)
Manufacturer’s deduction		(4.6)		(3.4)		(5.1)
(Reversal of) addition to uncertain tax positions		(0.8)		0.2		0.4
State VDA/Nexus Changes		(1.7)		0.0		0.0
Other permanent differences not deductible		0.5		0.1		0.7
Change in valuation allowance		(2.1)		0.0		0.0
Tax effect of pension contribution		0.4		0.0		2.2
Other		(4.4)		0.0		1.5
Effective income tax rate		20.5	%	34.7	%	35.8	%

The effective tax rate was 20.5% in 2014 and 34.7% in 2013. Of the 14.2 percentage point decrease in the effective tax rate for the year, the major contributors to this decrease are the following items, 1) with lower pre-tax earnings due in part to a large LIFO charge versus a credit in the prior year, the permanent items have a larger impact on the effective rate, 2) the manufacturers deduction is a higher percentage of current year earnings than the prior year, 3) the reversal of certain tax reserves related to New York State investment tax credit and 4) work opportunity credit, research and experimentation credit and fuel tax credit and miscellaneous permanent items.

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

		2014		2013
		(In thousands)
Deferred income tax assets:
Future tax credits	$	3,042	$	2,808
Inventory valuation		3,353		2,893
Employee benefits		2,884		2,742
Insurance		1,244		3,422
Other comprehensive loss		7,194		14,416
Interest		138		118
Deferred gain on sale/leaseback		26		54
Prepaid revenue		1,118		1,619
Other		859		232
Severance		87		237
		19,945		28,541
Deferred income tax liabilities:
Property basis and depreciation difference		10,757		13,274
Pension		725		3,012
		11,482		16,286
Valuation allowance - non-current		390		758
Net deferred income tax asset	$	8,073	$	11,497

Net current deferred income tax assets of $8.4million and $9.4million as of March 31, 2014 and 2013, respectively, are recognized in the Consolidated Balance Sheets. Also recognized are net non-current deferred income tax liabilities of $0.3million as of March 31, 2014 and net non-current deferred income tax assetsof $2.1million as of March 31, 2013.

The Company has State tax creditcarryforwards amounting to $1.4million (California, net of Federal impact), $0.8million (New York, net of Federal impact), and $0.8million (Wisconsin, net of Federal impact), which are available to reduce future taxes payable in each respective state through 2022 (Wisconsin), through 2029 (New York), and through 2024 (California). The Company has performed the required assessment regarding the realization of deferred tax assets and at March 31, 2014, the Company has recorded a valuation allowance amounting to $0.4million, which relates primarily to tax credit carryforwards which management has concluded it is more likely than not 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, 2014 and 2013 consists of the following:

		2014		2013
		(In thousands)
Beginning balance	$	2,470	$	2,350
Tax positions related to current year:
Additions		46		176
Tax positions related to prior years:
Additions		-		70
Reductions		(181)		(45)
Settlements		-		(81)
Lapses in statues of limitations		(62)		-
Balance as of March 31,	$	2,273	$	2,470

Included in the balances at March 31, 2014 and 2013 are $1.9 million and $1.9million, respectively, of 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, 2014 and 2013, the Company recognized approximately$0.0million increase and $0.1million decrease, respectively, in interest and penalties. As of March 31, 2014 and 2013, the Company had approximately $0.2million and $0.2million, 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 2015 with a state taxing authority 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, 2010 are subject to examination.

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Statement of Income and Comprehensive Income [Abstract]
Net (Loss) Earnings	$ 13,779	$ 41,413	$ 11,256
Change in pension and post retirement benefits adjustment (net of tax)	11,296	771	(9,338)
Total	$ 25,075	$ 42,184	$ 1,918

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Basis Of Presentation Policies

12 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Significant Accounting Policies

Seneca Foods Corporation and Subsidiaries

1. Summary of Significant Accounting Policies

Nature of Operations — Seneca Foods Corporation and subsidiaries (the “Company”) conducts its business almost entirely in food packaging, operating 24plants and 30 warehouses in eight 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, 2014 and 2013, the Company sold for cash, on a bill and hold basis, $150.3million and $151.2million, respectively, of Green Giant finished goods inventory to General Mills Operations, LLC (“GMOL”). At the time of the sale of the Green Giant vegetables to GMOL, title of the specified inventory transferred to GMOL. The Company believes it has met the criteria required by the accounting standards for Bill and Hold treatment. As of March 31, 2014, $71.9 million of 2014 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 13% of net sales in each of 2014, 2013 and 2012. The top ten customers represented approximately 50%, 47% and 49% of net sales for 2014, 2013 and 2012, 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 fair values of cash and cash equivalents (Level 1), accounts receivable, loan receivable, short-term debt (Level 2) and accounts payable approximate cost because of the immediate or short-term maturity of these financial instruments. See Note 10, 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, 2014, there were $0.8 million of deferred 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.

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.

Advertising Costs — Advertising costs are expensed as incurred. Advertising costs charged to operations were $1.5million and $1.4million in 2014 and 2013, 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,		2014		2013		2012
		(In thousands, except per share amounts)
Basic
Net earnings	$	13,779	$	41,413	$	11,256
Deduct preferred stock dividends		23		23		23
Undistributed earnings		13,756		41,390		11,233
Earnings attributable to participating
preferred		438		1,406		382
Earnings attributable to common
shareholders	$	13,318	$	39,984	$	10,851
Weighted average common shares
outstanding		10,747		11,147		11,727
Basic earnings per common share	$	1.24	$	3.59	$	0.93
Diluted
Earnings attributable to common
shareholders	$	13,318	$	39,984	$	10,851
Add dividends on convertible
preferred stock		20		20		20
Earnings attributable to common
stock on a diluted basis	$	13,338	$	40,004	$	10,871
Weighted average common shares
outstanding-basic		10,747		11,147		11,727
Additional shares to be issued related to
the equity compensation plan		5		5		5
Additional shares to be issued under
full conversion of preferred stock		67		67		67
Total shares for diluted		10,819		11,219		11,799
Diluted earnings per share	$	1.23	$	3.57	$	0.92

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 $22.9million, $22.8million, and $22.2million in 2014, 2013, and 2012, 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 $1.2million of impairment losses in 2013 included in Plant Restructuring (see Plant Restructuring, note 15). There were no significant impairment losses in 2014 or 2012.

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 July 2013, the Financial Accounting Standards Board ("FASB") issued Account Standards Update ("ASU") 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The amendments in ASU 2013-11 provide guidance on the financial statement presentation of unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is effective for fiscal years beginning after December 15, 2013. The Company will reflect the impact of these amendments beginning in the first quarter of Fiscal 2015. 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.

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

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (preferred stock common stock) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Preferred Stock	$ 5,332	$ 5,422
Common Stock	2,958	2,955
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
Preferred Stock	50
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
Preferred Stock	202
Participating Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.025
Preferred Stock, Shares Authorized	90,901
Preferred Stock, Shares Outstanding	90,901	91,962	97,870
Preferred Stock	1,085
2003 Series Participating Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.025
Preferred Stock, Shares Authorized	257,790
Preferred Stock, Shares Outstanding	257,790	262,790	312,790
Preferred Stock	3,995
Common Class A Member
Common Stock Par Or Stated Value Per Share	$ 0.25
Common Stock, Shares Authorized	20,000,000
Common Stock, Shares, Outstanding	8,735,714	8,705,243	9,591,677
Common Stock	2,454
Common Class B Member
Common Stock Par Or Stated Value Per Share	$ 0.25
Common Stock, Shares Authorized	10,000,000
Common Stock, Shares, Outstanding	2,013,953	2,055,424	2,097,312
Common Stock	$ 504

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Other Income And Expenses

12 Months Ended

Mar. 31, 2014

Other Income and Expenses [Abstract]

Other Income and Other Expense Disclosure [Text Block]

12. Other Operating Income and Expense

Other operating income in 2014 included a gain of $2.9million 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 $0.1million 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.

Other operating income in 2013 included a gain of $1.9million as a result of the estimated fair market value of the net assets acquired exceeding the purchase price of Sunnyside (see Note 2, Acquisitions). The Company also recorded a gain of $0.3million from the sale of property located in Cambria, Wisconsin and a net loss of $0.3millionon the disposal of certain other fixed assets.

Other operating income in 2012 included a gain of $0.7million from the sale of property located in LeSueur, MN and a gain of $0.1million from the sale of other property.

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Stockholders Equity Note

12 Months Ended

Mar. 31, 2014

Stockholders Equity Note [Abstract]

Stockholders Equity Note Disclosure Text Block

8. 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. A fifth series of Class A Preferred designated Convertible Participating Preferred Stock, Series 2006, was issued as part of consideration of the purchase price in the Signature Fruit acquisition and was converted to Class A Common Stock in May 2010.

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 2014, 2013 or 2012. 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, 2014, the Company has an aggregate of 6,451,309 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 were90,901 shares outstanding as of March 31, 2014 after conversions of 1,061 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 257,790 shares outstanding as of March 31, 2014 after conversion of 5,000 shares into Class A common Stock during the year. The Convertible Participating Preferred Stock, Series 2006 was issued as partial consideration of the purchase price in the Signature Fruit acquisition. The 1,025,220 shares issued in that acquisition were valued at $24.385 per share which represented the then market value of the Class A Common Stock into which the preferred shares were immediately convertible. All 1,025,220 shares were converted into Class A Common Stock in May 2010.

There are 407,240 shares of Series A Preferred outstanding as of March 31, 2014 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, 2014 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, 2014 which are callable at their par value at any time at the option of the Company. The Company paid dividends of $20,000on the Series A and Series B Preferred and $3,000 on the 6% Preferred during each of fiscal 2014, 2013 and 2012.

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 2014, there were 108 shares, or $4,000 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, 2014 and 2013. Additionally, there were 348,691 and 354,752 shares of Class A reserved for conversion of the Participating Preferred Stock as of March 31, 2014 and 2013, respectively.

Treasury Stock — During 2014, the Company repurchased $0.7million or 20,186 shares of its Class A Common Stock.As of March 31, 2014, there is a total of $4.0million or 150,710shares of repurchased stock. These shares are not considered outstanding. The Company contributed $2.0million or 66,756treasury shares for the 401 (k) match described in Note 9 Retirement Plans. In addition, on August 30, 2012 the Company repurchased864,334 shares of Class A Common Stock in a Board approved transaction outside of the Company's share repurchase program for $25.9million. All shares were repurchased as Treasury Stock and are not considered outstanding.

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Short-Term Borrowings

12 Months Ended

Mar. 31, 2014

Debt Instruments [Abstract]

Debt Disclosure Text Block

4. Short-Term Borrowings

The Company completed the closing of a new five year revolving credit facility (“Revolver”) on July 20, 2011. During 2013, the Company executed $50.0 million of the $200.0 million accordion feature of the Revolver to expand available borrowings under the Revolver from $250.0 million to $300.0 million from April through July and $350.0 million to $400.0 million from August through March of each year under the Revolver. The maturity date for the Revolver is July 20, 2016. As of March 31, 2014, the outstanding balance of the Revolver was $175.0million, with a weighted average interest rate of 1.65%, and is included in the Long-Term Debt on the Consolidated Balance Sheet. The Revolver is secured by accounts receivable and inventories with a carrying value of $528.4million. The Company had $10.6millionof outstanding standby letters of credit as of March 31, 2014 and 2013, which reduces borrowing availability under the Revolver. See Note 5, Long-Term Debt, for additional comments related to the Revolver.

During 2014, the Company entered into some interim lease notes which financed down payments for various equipment orders at market rates. As of March 31, 2014, these interim notes had not been converted into operating leases since the equipment was not yet delivered. These notes, which total $12.3million as of March 31, 2014, 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 1.65%.

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Retirement Plans (Schedule of Accumulated Other Comprehensive Loss) (detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
OtherComprehensiveIncomeDefinedBenefitPlansAdjustmentNetOfTaxPeriodIncreaseDecreaseAbstract
Beginning Balance	$ (22,548)
Other Than Temporary Impairment Losses Investments Portion In Other Comprehensive Income Loss Net Of Tax Including Portion Attributable To Noncontrolling Interest Availableforsale Securities	(11,296)	(771)	9,338
Net Current Period Other Comprehensive Gain	(11,296)
Ending Balance	$ (11,252)	$ (22,548)

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Acquisitions

12 Months Ended

Mar. 31, 2014

Acquisitions [Abstract]

Business Combination Disclosure Text Block

2. Acquisition

On January15, 2013, the Company completed its acquisition of 100% of the membership interest in Independent Foods, LLC ("Sunnyside"). The business, based in Sunnyside, Washington, packages canned pears, apples and cherries in the United States. The rationale for the acquisition was twofold: (1) the business is a complementary fit with the Company's existing business and (2) it provides an extension of the Company's product offerings. The purchase price totaled $5.0 million plus the assumption of certain liabilities. In conjunction with the closing, the Company paid $19.5 million of liabilities acquired.This acquisition was financed with proceeds from the Company's revolving credit facility. The purchase price to acquire Sunnyside was allocated based on the internally developed fair value of the assets acquired and liabilities assumed and the independent valuation of property, plant, and equipment. The purchase price of $5.0 million has been allocated as follows (in millions):

Purchase Price (net of cash received)	$	5.0
Allocated as follows:
Current assets	$	32.7
Property, plant and equipment		7.5
Bargain purchase gain		(2.0)
Current liabilities		(33.2)
Total	$	5.0

In 2013, the Company recorded a $1.9milliongain as a result of the estimated fair market value of the net assets acquired exceeding the purchase price for Sunnyside. In 2014, the Company determined an adjustment to the net assets acquired was required and, as a result, recorded an increase in the gain on the bargain purchase of $0.1million to $2.0million. This gain and subsequent increase is included in other operating income on the Consolidated Statements of NetEarnings.

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Loan Receivable

12 Months Ended

Mar. 31, 2014

Notes, Loans and Financing Receivable, Net, Current [Abstract]

Loans Receivables [Text Block]

3. Loan Receivable

The Company acquired $10.0 million of the lending commitments (the "Loan Commitment") made by various lenders under the Third Amended and Restated Credit Agreement dated July 29, 2011 by and among the Borrower ("Borrower"), Bank of America, N.A. as administrative agent and letter of credit issuer, and various other lenders (the "Borrower Credit Facility"), and thus became a co-lender under the Borrower Credit Facility. Upon the closing of such transaction, the Company advanced a total of $10.0 million to fund (i) the Company's then current portion of total advances made to Borrower under the Borrower Credit Facility and (ii) the balance of the Company's $10.0 million Loan Commitment. The Company acquired the Loan Commitment in connection with negotiations between the Company and Borrower concerning the Company's possible acquisition of Borrower through a merger transaction. The Company and the Borrower are no longer pursuing such potential acquisition. All of the Borrower's obligations under the Borrower Credit Facility, including those owing to the Company, were due to mature on March 30, 2012.  In April 2012, the Company received a partial repayment or $3.7 million. In June 2012, the Company received the remaining $6.3million due plus interest accrued and the Company has no further obligations with respect to the Loan Commitment. Interest income was recognized in the period in which it was earned.

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Long-Term Debt

12 Months Ended

Mar. 31, 2014

Long-term Debt, Unclassified [Abstract]

Long-term Debt [Text Block]

5. Long-Term Debt
		2014		2013
		(In thousands)
Revolving credit facility,
1.65% and 1.70%, due through 2017	$	175,000	$	188,000
Secured note payable to insurance company,
8.03%, paid off in 2014		0		38,138
Secured Industrial Revenue Development Bonds,
3.23%, and 3.29%, due through 2029		22,630		22,630
Secured promissory note,
6.98%, due through 2022		15,313		16,753
Secured promissory note,
6.35%, due through 2020		3,731		4,303
Economic development note,
2.00%, due through 2021		1,500		0
Other		342		362
		218,516		270,186
Less current portion		2,277		40,170
	$	216,239	$	230,016

See Note 4, 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 General Electric Commercial Finance, 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, 2014.

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 General Electric Commercial Finance, which provides for the direct pay letters of credit, expires in July 2016. In 2013, the Company reached an agreement to extend the term of its $5.1million Wayne County Industrial Revenue Development Bonds included in the IRBs from June 1, 2012 to June 1, 2017.

The carrying value of assets pledged for secured debt, including the Revolver, is $650.2 million.

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

Years ending March 31:
2015	$	2,277
2016		2,530
2017		177,667
2018		7,904
2019		3,034
Thereafter		25,104
Total	$	218,516

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Retirement Plans (Schedule of Estimated Benefit Payments) (detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract]
2015	$ 5,860
2016	6,145
2017	6,644
2018	7,255
2019	7,936
2020-2023	$ 50,277

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Inventory (narrative) (detail) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Inventory Disclosure [Abstract]
Inventory, LIFO Reserve, Effect on Income, Net	$ 13.2	$ 2.7	$ 30.8
Effect of LIFO Inventory Liquidation on Income	$ 4.8		$ 2.9
Effect Of LIFO Earnings Per Share Basic	$ 1.19	$ 0.24	$ 2.53
Effect Of LIFO Earnings Per Share Diluted	$ 1.19	$ 0.24	$ 2.52

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Retirement Plans (Schedule of Allocation of Plan Assets) (detail)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
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%	99.00%
Cash [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	1.00%
Percentage of Plan Assets	1.00%	1.00%

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Income Tax (tables)

12 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

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

7. Income Taxes
The Company files a consolidated federal and various state income tax returns. The provision for income taxes is as follows:
		2014		2013		2012
		(In thousands)
Current:
Federal	$	7,238	$	21,356	$	4,193
State		123		3,629		704
		7,361		24,985		4,897
Deferred:
Federal		(3,231)		(2,770)		1,430
State		(567)		(180)		(62)
		(3,798)		(2,950)		1,368
Total income taxes	$	3,563	$	22,035	$	6,265
A reconciliation of the expected U.S. statutory rate to the effective rate follows:
		2014		2013		2012
Computed (expected tax rate)		35.0	%	35.0	%	35.0	%
State income taxes (net of federal tax benefit)		3.4		3.8		4.5
State tax credits		(1.6)		(0.8)		(2.8)
Federal credits		(3.6)		(0.2)		(0.6)
Manufacturer’s deduction		(4.6)		(3.4)		(5.1)
(Reversal of) addition to uncertain tax positions		(0.8)		0.2		0.4
State VDA/Nexus Changes		(1.7)		0.0		0.0
Other permanent differences not deductible		0.5		0.1		0.7
Change in valuation allowance		(2.1)		0.0		0.0
Tax effect of pension contribution		0.4		0.0		2.2
Other		(4.4)		0.0		1.5
Effective income tax rate		20.5	%	34.7	%	35.8	%

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

		2014		2013
		(In thousands)
Deferred income tax assets:
Future tax credits	$	3,042	$	2,808
Inventory valuation		3,353		2,893
Employee benefits		2,884		2,742
Insurance		1,244		3,422
Other comprehensive loss		7,194		14,416
Interest		138		118
Deferred gain on sale/leaseback		26		54
Prepaid revenue		1,118		1,619
Other		859		232
Severance		87		237
		19,945		28,541
Deferred income tax liabilities:
Property basis and depreciation difference		10,757		13,274
Pension		725		3,012
		11,482		16,286
Valuation allowance - non-current		390		758
Net deferred income tax asset	$	8,073	$	11,497

Summary of Income Tax Contingencies [Table Text Block]

		2014		2013
		(In thousands)
Beginning balance	$	2,470	$	2,350
Tax positions related to current year:
Additions		46		176
Tax positions related to prior years:
Additions		-		70
Reductions		(181)		(45)
Settlements		-		(81)
Lapses in statues of limitations		(62)		-
Balance as of March 31,	$	2,273	$	2,470

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Leases (narrative) (detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Operating Leases, Rent Expense, Net [Abstract]
Operating Leases, Rent Expense	$ 43.9	$ 38.1	$ 38.3

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Fair Value Measurements

12 Months Ended

Mar. 31, 2014

Fair Value Measurements [Abstract]

Fair Value Disclosures Text Block

10. Fair Value of Financial Instruments
The carrying amount and estimated fair values of the Company's debt are summarized as follows:
		2014				2013
		Carrying		Estimated		Carrying		Estimated
		Amount		Fair Value		Amount		Fair Value
		(In thousands)
Long-term debt, including
current portion	$	218,516	$	219,981	$	270,186	$	273,567

The estimated fair value for long-term debt 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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Restructuring And Related Activities

12 Months Ended

Mar. 31, 2014

Restructuring And Related Activities [Abstract]

Restructuring And Related Activities Disclosure Text Block

15. Plant Restructuring

During 2013, the Company implemented a product rationalization program and recorded a restructuring charge of $3.5million 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 $0.5million, mostly related to equipment costs. These charges are included under Plant Restructuring in the Consolidated Statements of Net Earnings.

During 2012,there were no material adjustments to Plant Restructuring.

The following table summarizes the restructuring and related asset impairment charges recorded and theaccruals established during 2012, 2013 and 2014:

				Long-Lived
				Asset		Other
		Severance		Charges		Costs		Total
		(In thousands)
Balance March 31, 2011	$	456	$	0	$	520	$	976
First-quarter charge to expense		54		0		0		54
Second-quarter (credit) charge to expense		(19)		0		4		(15)
Cash payments/write offs		(454)		0		(524)		(978)
Balance March 31, 2012		37		0		0		37
Third-quarter charge to expense		0		1,107		1,403		2,510
Fourth-quarter charge to expense		0		109		878		987
Cash payments/write offs		(17)		(42)		(1,974)		(2,033)
Balance March 31, 2013		20		1,174		307		1,501
First-quarter charge to expense		0		0		154		154
Second-quarter charge to expense		0		341		6		347
Cash payments/write offs		(10)		(1,515)		(467)		(1,992)
Balance March 31, 2014	$	10	$	0	$	0	$	10

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Long Term Debt (narrative) (detail) (USD $)	12 Months Ended
	Mar. 31, 2014
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	650,200,000
Secured By Direct Pay Letter Of Credit [Member]
Debt Instrument [Line Items]
Special Assessment Bond, Noncurrent	22,600,000
Wayne County [Member]
Debt Instrument [Line Items]
Special Assessment Bond, Noncurrent	$ 5,100,000

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Significant Accounting Policies (narrative) (detail) Depreciation (USD $) In Millions, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Property, Plant and Equipment [Line Items]
Depreciation	$ 22.9	$ 22.8	$ 22.2
Impairment Losses		$ 1.2
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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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Statement of Income and Comprehensive Income [Abstract]
Change in pension and post retirement benefits,tax	$ 7,222	$ 493	$ 5,970

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parentheticals) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Change in pension and post retirement benefits,tax	$ 7,222	$ 493	$ 5,970

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Retirement Plans (Schedule of Changes in Projected Benefit Obligations) (detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Defined Benefit Plan, Funded Status of Plan [Abstract]
Benefit obligations at beginning of year	$ 163,531	$ 140,570
Service cost	7,752	6,988	5,424
Interest cost	7,592	7,265	6,837
Actuarial (gain) losse	(3,109)	13,828
Benefits payments and expenses	(5,288)	(5,120)
Benefit obligation at end of year	170,478	163,531	140,570
Fair value of plan assets at beginning of year	135,016	116,798
Actual gain on plan assets	22,922	20,338
Employer contributions	2,000	3,000
Benefits payments and expenses	(5,288)	(5,120)
Fair value of plan assets at end of year	154,650	135,016	116,798
Unfunded Status	$ (15,828)	$ (28,515)

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Segment Information (narrative) (detail)	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Export [Member]
Segment Reporting Information [Line Items]
Net Sales Percentage	9.20%	9.80%	9.40%
Green Giant Vegetables [Member]
Segment Reporting Information [Line Items]
Net Sales Percentage	13.00%	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	93.00%	101.00%	107.00%

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Certain Transactions

12 Months Ended

Mar. 31, 2014

Related Party Transactions [Abstract]

Certain Transactions Disclosure [Text Block]

16. Certain Transactions

A small percentage (less than 1% in fiscal 2014, 2013 and 2012) 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 $1.1million, $1.2million, and $0.8 million pursuant to a raw vegetable grower contract in fiscal 2014, 2013 and 2012, 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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Certain Transactions (detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2012
Related Party [Line Items]
Raw Materials and Supplies	$ 133,942	$ 118,467
Director [Member]
Related Party [Line Items]
Raw Materials and Supplies	$ 1,100	$ 1,200	$ 800

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Segment Information (tables)

12 Months Ended

Mar. 31, 2014

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)
2014:
Net sales	$	1,302,857	$	11,496	$	25,855	$	1,340,208
Operating income		21,063		872		1,669		23,604
Interest expense, net		6,113		27		122		6,262
Income tax expense		3,118		189		256		3,563
Identifiable assets		761,078		3,770		4,005		768,853
Capital expenditures		17,339		0		2,109		19,448
Depreciation and amortization		21,842		394		1,045		23,281
2013:
Net sales	$	1,243,107	$	11,357	$	21,833	$	1,276,297
Operating income		70,313		174		447		70,934
Interest expense, net		7,319		35		132		7,486
Income tax expense		21,831		53		151		22,035
Identifiable assets		791,643		4,038		2,775		798,456
Capital expenditures		16,125		0		246		16,371
Depreciation and amortization		22,146		404		701		23,251
2012:
Net sales	$	1,226,408	$	11,730	$	19,667	$	1,257,805
Operating income (loss)		25,955		(714)		382		25,623
Interest expense, net		7,929		47		126		8,102
Income tax expense (benefit)		6,398		(247)		114		6,265
Identifiable assets		730,147		4,739		3,150		738,036
Capital expenditures		25,636		22		1,767		27,425
Depreciation and amortization		21,780		475		436		22,691

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

Classes of similar products/services:		2014		2013		2012
		(In thousands)
Net Sales:
GMOL *	$	177,881	$	165,684	$	166,231
Canned vegetables		753,318		746,892		743,123
Frozen *		107,109		84,935		96,870
Fruit		264,549		245,596		220,184
Snack		11,496		11,357		11,730
Other		25,855		21,833		19,667
Total	$	1,340,208	$	1,276,297	$	1,257,805
* GMOL includes frozen vegetables exclusively for GMOL.

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Retirement Plans

12 Months Ended

Mar. 31, 2014

General Discussion Of Pension And Other Postretirement Benefits [Abstract]

Pension And Other Postretirement Benefits Disclosure Text Block

9. 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, 2014 and a statement of the unfunded status as of March 31, 2014 and 2013:

		2014		2013
		(In thousands)
Change in Benefit Obligation
Benefit obligation at beginning of year	$	163,531	$	140,570
Service cost		7,752		6,988
Interest cost		7,592		7,265
Actuarial (gain) loss		(3,109)		13,828
Benefit payments and expenses		(5,288)		(5,120)
Benefit obligation at end of year	$	170,478	$	163,531
Change in Plan Assets
Fair value of plan assets at beginning of year	$	135,016	$	116,798
Actual gain on plan assets		22,922		20,338
Employer contributions		2,000		3,000
Benefit payments and expenses		(5,288)		(5,120)
Fair value of plan assets at end of year	$	154,650	$	135,016
Unfunded Status	$	(15,828)	$	(28,515)

The unfunded status decreased by $12.7 million during 2014 reflecting the actual fair value of plan assets as of March 31, 2014 and the current unfunded liability based on the projected benefit obligation, which increased from $163.5 million to $170.5 million. This unfunded status decrease was recognized via the actual gain on plan assets and the decreasein accumulated other comprehensive income of $11.3 million after the income tax benefit of $7.2 million. Plan assets increased from $135.0 million as of March 31, 2013 to $154.7 million as of March 31, 2014 due to a continued recovery in market conditions and the $2.0 million contribution by the Company. The Company made this contribution to maintain our funding status at an acceptable level. The unfunded liability is reflected in other liabilities in the Consolidated Balance Sheets.

		2014		2013
		(In thousands)
Amounts Recognized in Accumulated Other
Comprehensive Pre-Tax Loss
Net loss	$	(18,094)	$	(36,622)
Accumulated other comprehensive pre-tax loss	$	(18,094)	$	(36,622)

		Pension and
		post retirement plan
		adjustments, net
		of tax
		(In thousands)
Accumulated Other Comprehensive Loss
Balance at March 31, 2013	$	(22,548)
Other comprehensive gain before reclassifications		11,296
Reclassified from accumulated other comprehensive loss		0
Net current period other comprehensive gain		11,296
Balance at March 31, 2014	$	(11,252)

The following table provides the components of net periodic benefit cost for the Plan for fiscal years 2014, 2013, and 2012:
		2014		2013		2012
		(In thousands)
Service cost	$	7,752	$	6,988	$	5,424
Interest cost		7,592		7,265		6,837
Expected return on plan assets		(9,938)		(8,603)		(8,140)
Amortization of net loss		2,434		3,190		1,350
Amortization of transition asset		0		0		(227)
Net periodic benefit cost	$	7,840	$	8,840	$	5,244

The Plan's accumulated benefit obligation was $152.2million at March 31, 2014, and $146.2millionat March 31, 2013.

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:

	2014		2013
Discount rate - benefit obligation	4.85	%	4.70	%
Discount rate - pension expense	4.70	%	5.10	%
Expected return on plan assets	7.50	%	7.50	%
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,
	2015		2014		2013
Plan Assets
Equity securities	99	%	99	%	99	%
Debt securities	0		0		0
Real estate	0		0		0
Cash	1		1		1
Total	100	%	100	%	100	%

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

Expected Return on Plan Assets

The expected long-term rate of return on Plan assets is 7.50%. The Company expects 7.50% 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 2014 was 17.0% as compared to the S&P 500 unaudited gain (including dividends) of 22.8%. Plan assets include Company common stock with a fair market value of $11.6million as of March 31, 2014 and $11.6million as of March 31, 2013.

Cash Flows

Expected contributions for fiscal year ending March 31, 2015 (in thousands):

Expected Employer Contributions	$	0
Expected Employee Contributions		0

Estimated future benefit payments reflecting expected future
service for the fiscal years ending March 31 (in thousands):
2015	$	5,860
2016		6,145
2017		6,644
2018		7,255
2019		7,936
2020-2023		50,277

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 $2.3 million, $1.7 million, and $1.4 million, in fiscal 2014, 2013, and 2012, respectively. In fiscal 2014, the matching contribution included $2.0 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, 2012 through June 30, 2015.

For the fiscal years ended March 31, 2014 and March 31, 2013 contributions to the Teamsters Plan were $2.4million and $2.4million, 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 endedJanuary 1, 2014. 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.