Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2015

1-12340

(Commission File Number)

KEURIG GREEN MOUNTAIN, INC.

(Exact name of registrant as specified in its charter)

Delaware		03-0339228
(Jurisdiction of Incorporation)		(IRS Employer Identification Number)

33 Coffee Lane, Waterbury, Vermont 05676

(Address of registrant’s principal executive office)

(802) 244-5621

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On August 5, 2015 Keurig Green Mountain, Inc. (the “Company” or “Keurig”) issued a press release announcing its third quarter results for the period ending June 27, 2015, and that it will hold a live audio webcast to discuss its third quarter results. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein to this Item 2.02 by reference.

The information in this Item 2.02 (including the exhibit attached hereto) is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 2.05 Costs Associated with Exit or Disposal Activities.

On July 31, 2015 the Board of Directors (the “Board”) of Keurig approved a multi-year productivity program intended to reduce structural costs and streamline organization structures to drive efficiency. The program is expected to generate approximately $300 million in savings over the next three years with approximately $100 million of savings in fiscal 2016. In connection with the program, the Company is expected to reduce its workforce by approximately 330 roles, or 5%, over the next two quarters.

Implementation of the productivity program is expected to result in cumulative pre-tax charges of $30-$35 million, primarily including costs associated with employee terminations and other business transition costs and asset impairments as a result of a business exit plan, beginning with an approximately $26 million charge in the fourth quarter of fiscal 2015. Of the total anticipated initial charge, approximately $20 million is expected to be cash expenditures primarily related to employee termination costs.

The Company will file amendments to this Current Report on Form 8-K (this “Current Report”) to update the estimates set forth herein and to disclose new initiatives associated with the productivity program that in each case, individually or collectively, are determined to be significant. Such amendments would be filed after the Company is able to make good faith determinations of the estimated amount or range of amounts by each major type and cost and the amounts of the charge that will result in future cash expenditures relating to such initiatives.

The amounts and timing of all estimates are subject to change until finalized. The actual amounts and timing may vary materially based on various factors. See “Cautionary Note Regarding Forward-Looking Statements” below.

A copy of the press release announcing the productivity program is attached to this Current Report as Exhibit 99.1 and is incorporated herein to this Item 2.05 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (e)

On August 5, 2015 the Company entered into a transition agreement (the “Transition Agreement”) with John Whoriskey, the Company’s President, U.S. Sales and Marketing, who announced his intention to retire from the Company.

Pursuant to the terms of the Transition Agreement, the Company and Mr. Whoriskey have mutually agreed that Mr. Whoriskey will continue to serve in his current position until no earlier than September 28, 2015 and no later than December 31, 2015 (the date Mr. Whoriskey’s employment ends, the “Termination Date”). At such time after September 28, 2015 as the Company deems appropriate, Mr. Whoriskey will resign from his position as President, U.S. Sales and Marketing and cease to be an executive officer, and transition to a role of executive advisor to the Chief Executive Officer until no later than December 31, 2015.

Unless Mr. Whoriskey’s employment terminates as a result of death, unilateral voluntary termination prior to September 28, 2015, mutual agreement between Mr. Whoriskey and the Company, or the Company’s termination of Mr. Whoriskey for cause, the Transition Agreement provides as follows:

· While an employee, Mr. Whoriskey will receive his current annual base salary of $442,000 per year in accordance with the Company’s normal payroll practices; Mr. Whoriskey will not be eligible for a merit increase for fiscal 2016;

· Mr. Whoriskey will be entitled to a pro rata portion of his fiscal 2016 annual incentive bonus, based on actual performance, payable at the time other recipients are paid their fiscal 2016 annual incentive bonus;

· Mr. Whoriskey will be entitled to participate in Company employee benefit plans until the earlier of his resignation as President, U.S. Sales and Marketing and the Termination Date;

· The Company will reimburse Mr. Whoriskey for the difference between the COBRA premium and the premium Mr. Whoriskey would have paid if he remained in employment until the earlier of (i) 12 months from the Termination Date, and (ii) when Mr. Whoriskey becomes eligible for coverage by another employer;

· Mr. Whoriskey will continue to vest in his equity awards throughout his employment. Following the Termination Date, Mr. Whoriskey’s equity will be treated in accordance with the terms of the applicable award agreement for an involuntary termination not for cause, except that if Mr. Whoriskey is “Retirement Eligible” under the terms of a respective award agreement, and the respective award agreement provides for more favorable terms for “Retirement” than involuntary termination not for cause, the more favorable retirement terms will apply;

· The Company agrees to provide Mr. Whoriskey with Executive Outplacement services beginning on or after October 1, 2015 until March 31, 2016; and

· Mr. Whoriskey will continue to receive his base salary in accordance with the Company’s normal payroll practices for a period of 12 months from the Termination Date (the “Post-Termination Payments”).

In addition, Mr. Whoriskey will cease to be a participant in the Company’s Amended and Restated 2008 Change in Control Severance Benefit Plan on the earlier of the Termination Date and the date he resigns as President, U.S. Sales and Marketing.

In the event of a change in control (as defined under Treasury Regulation 1.409A-3(i)(5)(v) or (vii)) prior to the Termination Date, and Mr. Whoriskey is no longer a participant in the 2008 Change in Control Severance Benefit Plan, Mr. Whoriskey’s employment will terminate on the earlier of 60 days following the change in control or December 31, 2015, and in addition to his accrued obligations (comprised of his accrued but unpaid base salary, unreimbursed business expenses, and vested retirement account balances), Mr. Whoriskey will receive (i) within five business days after the termination date a lump sum equal to the remaining unpaid Post-Termination Payments, (ii) if not previously paid, within five business days after the termination date an amount equal to his pro-rated target fiscal 2016 annual incentive bonus, and (iii) his outstanding unvested equity will fully vest immediately prior to the change in control (in the case of unearned performance stock units, a number of units will immediately vest as if 100% of the target award had been earned).

In the event of a change in control after the Termination Date, Mr. Whoriskey will receive (i) a lump sum equal to the remaining unpaid Post Termination Payments, and (ii) if the change in control occurs prior to the end of the performance period for the fiscal 2016 annual incentive bonus, then in lieu of receiving a fiscal 2016 annual incentive bonus based on actual performance Mr. Whoriskey shall receive a lump sum equal to her target pro-rated fiscal 2016 annual incentive bonus, in each case not later than five business days after the change in control.

If Mr. Whoriskey should die prior to the Termination Date, in addition to his accrued obligations, the Transition Agreement provides for, if the death occurs prior to the last day of fiscal 2015, an annual incentive bonus equal to his pro-rated target fiscal 2015 annual incentive bonus and, if the death occurs after the last day of fiscal 2015, an annual incentive bonus equal to his target fiscal 2015 annual incentive bonus based on actual company performance plus a lump sum payment in an amount equal to his pro-rated target fiscal 2016 annual incentive bonus. In the event of death, Mr. Whoriskey’s equity will be treated as provided for in the applicable grant agreement for termination of employment due to death.

Mr. Whoriskey will be bound by a confidentiality covenant, a 12-month non-compete obligation and a 12-month non-solicitation obligation following termination of his employment. Portions of Mr. Whoriskey’s compensation remain subject to recoupment according to the terms and conditions of the Transition Agreement.

The foregoing description of the Transition Agreement is qualified in its entirety by reference to the text of the Transition Agreement which is filed as Exhibit 10.1 hereto and incorporated herein to this Item 5.02 by reference.

Item 7.01 Regulation FD Disclosure.

On July 31, 2015 the Board approved and authorized the repurchase, on or prior to July 31, 2017, of up to an additional $1.0 billion of shares of outstanding common stock of the Company (the “2015 Share Repurchase Program”). As of June 27, 2015, before the July 2015 repurchase authorization, the Company had $264.5 million remaining under its existing repurchase program.

Repurchases may be made pursuant to the 2015 Share Repurchase Program at such price or prices as the Company may determine from time to time to be advisable, with such repurchases to be effected in open market or privately negotiated transactions, block purchases or exchange or non-exchange transactions, and using such broker-dealer or broker-dealers as the Company may determine. Amounts used to purchase shares under the 2015 Share Repurchase Program may come from cash on hand, cash from operations, and funds available through our existing credit facility. The Company may enter into Rule 10b5-1 plans to effect some or all of the repurchases. The Company may suspend or terminate the 2015 Share Repurchase Program at any time.

The press release announcing the approval of the 2015 Share Repurchase Program is attached to this Current Report as Exhibit 99.1 and is incorporated herein to this Item 7.01 by reference. The information in this Item 7.01 (including the exhibit attached hereto) is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

The Board of Keurig has rescheduled the Company’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) from Thursday, January 28, 2016 to Thursday, March 10, 2016 at 10:00 a.m. Eastern Time at the Spruce Peak Arts Center, 122 Hourglass Drive, Stowe, VT 05672. The Company is reverting to its prior schedule of holding its annual stockholder meeting in March of each year which it diverted from for its January 2015 meeting.

Because the date of the 2016 Annual Meeting is more than 30 days after the anniversary of the 2015 annual meeting of stockholders, in accordance with Rule 14a-8 under the Exchange Act a new deadline has been set for submission of proposals by stockholders intended to be included in the Company’s 2016 proxy statement and form of proxy. Stockholders of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the 2016 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must ensure that such proposal is received by the Secretary of the Company at 33 Coffee Lane, Waterbury, VT, 05676 by the close of business on September 23, 2015, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials. Rule 14a-8 proposals must also comply with the requirements of Rule 14a-8 and other applicable law, in order to be eligible for inclusion in the proxy materials for the 2016 Annual Meeting.

In addition, in accordance with the requirements contained in the Company’s amended and restated bylaws, stockholders who wish to bring business before the 2016 Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for election as a director must ensure that written notice of such proposal (including all of the information specified in the Company’s amended and restated) is received by the Secretary of the Company at

33 Coffee Lane, Waterbury, VT, 05676 no earlier than December 11, 2015 and no later than the close of business on January 10, 2016. Any such proposal must meet the requirements set forth in the Company’s amended and restated bylaws and other applicable law in order to be brought before the 2016 Annual Meeting.

The record date for stockholders eligible to notice of, and to vote at, the 2016 Annual Meeting has not yet been set by the Board and will be included in the Company’s proxy statement for the 2016 Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

10.1		Transition Agreement by and between Keurig Green Mountain, Inc. and John Whoriskey dated August 5, 2015.

99.1		Press Release of Keurig Green Mountain, Inc. issued August 5, 2015.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, the matters discussed in this Current Report, including the Company’s productivity program, succession planning, and share repurchase program, are “forward-looking statements” within the meaning of the applicable securities laws and regulations. Forward-looking statements involve risks and uncertainties which may cause actual results to differ materially from those stated here, including, but not limited to, the risks set forth in the Company’s Annual Report on Form 10-K for the year ended September 27, 2014. Forward-looking statements reflect management’s analysis as of the date of this Current Report. Except as expressly set forth herein, the Company does not undertake to revise these statements to reflect subsequent developments, other than in its regular, quarterly filings.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KEURIG GREEN MOUNTAIN, INC.

By:	/s/ Frances G. Rathke
	Frances G. Rathke
	Chief Financial Officer and Treasurer

Date: August 5, 2015

Index to Exhibits

Exhibit No.		Description

10.1		Transition Agreement by and between Keurig Green Mountain, Inc. and John Whoriskey dated August 5, 2015.

99.1		Press Release of Keurig Green Mountain, Inc. issued August 5, 2015.

Exhibit 10.1

August 5, 2015

John Whoriskey

Keurig Green Mountain, Inc.
53 South Ave

Burlington, MA 01803

Re: Transition Agreement with Keurig Green Mountain, Inc.

Dear John:

Keurig Green Mountain, Inc. (“Company”), and you have agreed that you will transition from the Company and its affiliates on the terms set forth in this transition agreement.

1. Employment Period; Termination Date.

A. Employment Period.

1. Subject to earlier termination as provided herein, your employment as President, US Sales and Marketing of the Company will end no earlier than September 28, 2015 and no later than December 31, 2015 (the “Transition Date”). You acknowledge that your position will be eliminated due to restructuring at Keurig and that this transition agreement and release is being offered to you in connection with this restructuring. To assist you with your transition and to otherwise resolve any and all disputes that you may have regarding your employment with Keurig, including the separation of your employment thereof, you and Keurig have agreed to enter into this Agreement under the terms and conditions set forth herein. At such time after September 28, 2015 as the Company deems appropriate, you shall resign your position as President, US Sales and Marketing and cease to be an Executive Officer of the Company and you will transition to a role as Executive Advisor to the Chief Executive Officer. Your participation in the Keurig Green Mountain, Inc. Amended and Restated 2008 Change in Control Severance Benefit Plan shall cease immediately on the earlier of your termination date or the date you resign your position as President US Sales and Marketing.

2. Subject to earlier termination as provided herein, at the close of business on the Transition Date, you will terminate your service as an employee of the Company, and such termination shall be deemed an involuntary termination by the Company not for cause. The period of time between August 6, 2015 and the Transition Date (or earlier Termination Date, as defined below) is hereinafter referred to as the “Employment Period”.

3. During the Employment Period you may terminate your employment and your services at any time for any reason, subject to the notice provision below. During the period between August 6, 2015 and September 28, 2015 the

Company may terminate you only for gross misconduct meaning any combination of the following: (i) commission by you of a crime involving moral turpitude, or of a felony; (ii) intentional neglect of your duties (other than as a result of incapacity resulting from physical or mental illness or injury) that continues for thirty (30) days after the Company gives written notice to you thereof; or (iii) an act of dishonesty or breach of good faith in the conduct by you of your duties for the Company that is materially injurious to the Company.

4. Your termination date (“Termination Date”) is the last day that you perform services as an employee of the Company. Unless terminated earlier as provided herein, in no event will your Termination Date be later than December 31, 2015. The occurrence of your Termination Date will also terminate the Employment Period. For avoidance of doubt, your Termination Date will be the Transition Date unless you previously die, unilaterally voluntarily terminate your employment, you and the Company mutually agree in writing to an earlier Termination Date or unless the Company terminates you for gross misconduct.

2. Duties and Compensation.

A. Employment duties. During the Employment Period, you will continue to perform your duties as described above or as assigned from time to time by the Company’s Chief Executive Officer, faithfully, with the utmost loyalty, to the best of your abilities and in the best interests of the Company. Should you commence employment as an employee with another company at any time during the Employment Period, you will be deemed to have unilaterally voluntarily terminated your employment with the Company, except as provided herein.

B. Compensation. Subject to your execution of releases as provided in Section 7, and to your continued compliance with Section 8, consistent with the provisions of the Keurig Green Mountain, Inc. 2015 Severance Benefit Plan you shall receive the following;

1. Base Salary. During the Employment Period, the Company will continue to pay you a base salary at the gross annual rate of $442,000 (“Base Salary”). You will not be eligible for a merit increase for FY 2016. The Base Salary shall be paid in accordance with the Company’s normal payroll practices.

2. Pro-Rata FY 2016 Annual Incentive Bonus Payment. You shall receive the FY 2016 annual incentive bonus (“STIP”), in an amount equal to (a) the amount payable based on your FY 2016 STIP target of 70% of your Base Salary and actual company performance as if you had remained an employee throughout FY 2016, multiplied by (b) a fraction, the numerator of which is the number of days of your employment in FY 2016 prior to the Termination Date, and the denominator of which is the number of days in FY 2016 (such resulting fraction, the “Pro Ration Fraction”) paid at the same time

as other recipients receive their annual incentive payments under the STIP for FY 2016.

3. Benefit Plans.

a) During the Employment Period, you will continue to be eligible to participate in the Company’s employee benefit plans, including but not limited to: the 401(k) plan, employee stock purchase plan, group medical, dental, life and vision plans, and to receive fringe benefits, as shall be made available to the Company’s senior executives, all in accordance with Company plans and policies, as they may be in effect from time to time.

b) As of the earlier of the Transition Date or your Termination Date, you will no longer be eligible to participate in employee benefit plans (including 401(k), employee stock purchase plan, group medical, dental, life and vision plans, or fringe benefits), and your participation therein shall cease.

c) COBRA Payments. Subject to your having timely elected under the federal law known as “COBRA” to continue participation in the Company’s group medical, dental and vision plans for yourself and those individuals who were your eligible dependents immediately prior to the earlier of the Transition Date or your Termination Date, and subject to your making the required payments of the applicable COBRA premium, the Company will make monthly payments (“COBRA Payments”) in an amount equal to the difference between the monthly cost of such COBRA continuation coverage and the premium cost to you of participation in such group medical, dental and vision plans had you remained in active employment. Provided you continue to pay the applicable COBRA premiums, such monthly COBRA Payments shall continue until the earlier of (a) twelve (12) months from the earlier of your Transition Date or your Termination Date or (b) the date you (or in the case of your dependents, your dependents) become eligible for coverage under the medical, dental and/or vision plan of another employer (or in the case of your dependents, cease to be eligible for COBRA continuation coverage).

4. Options, DCAs, PSUs and RSUs. During the Employment Period you will continue to vest in your options, deferred cash awards (“DCAs”), performance stock units (“PSUs”) and restricted stock units (“RSUs”) in accordance with their terms, as amended from time to time, except as otherwise provided herein. For the avoidance of doubt, your provision of services hereunder through the Termination Date, regardless of role, shall be deemed “Employment” for purposes of the Company’s 2006 Incentive Plan (“2006 LTI Plan”) and 2014 Omnibus Incentive Plan and any awards granted thereunder. As of the Termination Date, your outstanding options, DCAs, RSUs and PSUs, if any, will be treated as provided under the terms of the respective award agreements and related plans (as amended from time to time) for involuntary termination without cause. Note

that for older grant agreements for which “involuntary termination without cause” was not contemplated, this will be deemed a “termination” under the terms of the respective award agreements. Notwithstanding the foregoing, if you are “Retirement Eligible” under the terms of a respective award agreement, and the respective award agreement provides for more favorable terms for “Retirement” than “involuntary termination without cause,” the more favorable “Retirement” terms will apply.

5. You will not be eligible for new or additional equity awards under the 2014 Omnibus Incentive Plan.

6. During the Employment Period you will continue to be eligible for reimbursement of appropriate business expenses in accordance with Company policies, as they may be amended from time to time.

7. If your employment ends on the Transition Date, the Company will continue to pay your Base Salary, in accordance with the Company’s normal payroll practices, for a period of twelve (12) months from the Transition Date, except as otherwise provided herein.

8. Outplacement. The Company agrees to provide you with Outplacement services at the Executive Level with a service provider selected exclusively by the Company. Outplacement services will be available to you commencing on or after October 1, 2015 to be completed by March 31, 2016. Payment for outplacement services will be made directly to the service provider. No payment will be made to you in lieu of utilization of outplacement services. During the Employment Period, the Company agrees to accommodate your schedule for purposes of meeting, consulting and engaging with the Executive Outplacement provider.

9. Beverage Benefit. Upon your Termination Date you will be eligible to receive three (3) years of the employee free beverage benefit. Information will be provided in a separate mailing.

3. Early Termination.

A. You may terminate your employment hereunder unilaterally and voluntarily at any time by written notice to the Chief Executive Officer of the Company. Your Termination Date shall be the date stated in such notice, but in any event may not be earlier than 10 days after delivery of such notice to the Chief Executive Officer of the Company. Should you unilaterally terminate your employment prior to the Transition Date, such termination shall be treated as a voluntary termination for all purposes and in accordance with Company plans and policies, as they may be in effect from time to time. The Company’s sole obligation to you in the event of such termination shall be to pay you the Accrued Obligations (as defined in Section 5), to the extent not previously paid, and your options, DCAs, PSUs and RSUs shall be treated either as a voluntary resignation or retirement, whichever is applicable, as provided in their respective grant agreements, as amended from time to time, except as otherwise provided herein.

B. The Company may terminate you for gross misconduct at any time immediately upon written notice to you. The Company acknowledges that as of the date of this Agreement it is not aware of circumstances that would constitute your gross misconduct. The date of such notice shall be the Termination Date. The Company’s sole obligation to you in the event of such termination shall be to pay you the Accrued Obligations (as defined in Section 5), to the extent not previously paid. Your unvested equity awards shall thereupon be forfeited.

C. In the event your services are terminated by your death prior to the Transition Date, the date of your death shall be the Termination Date and the Company will pay or provide your designated beneficiary (or if none, your estate) with the following, provided your designated beneficiary (or, if none, your executor) duly executes and does not revoke the Supplemental Release described in Section 7.b.:

1. The Accrued Obligations, to the extent not previously paid.

2. If your death occurs prior to the last day of FY2015, in lieu of your pro-rata FY 2015 Annual Incentive, a lump sum payment in respect of your FY 2015 STIP, in an amount equal to your target FY 2015 STIP multiplied by the Pro Ration Fraction, which shall be paid not more than 30 business days after your death. If your death occurs after the end of FY2015, in lieu of your FY 2015 Annual Incentive, a lump sum payment in respect of your FY 2015 STIP, in an amount equal to your target FY 2015 STIP and actual company performance and in lieu of your pro-rata FY 2016 Annual Incentive, a lump sum payment in respect of your FY 2016 STIP, in an amount equal to your target FY 2016 STIP multiplied by the Pro Ration Fraction, which shall be paid not more than 30 business days after your death.

3. Treatment of your equity as described in the applicable grant agreement (as amended from time to time) in the event of termination of employment by death, except as otherwise provided herein.

4. Death after Termination Date. If your death occurs after your Termination Date but prior to the date you have received all payments to which you are entitled under Section 2.B.6., the Company’s sole obligation to your designated beneficiary (or if none, your estate) will be (a) to accelerate the remaining such payments and to pay them in a lump sum as soon as administratively practical after your death, but in no event more than 30 business days after your death, and (b) if not previously paid, to pay your pro-rated FY2016 STIP.

5. Accrued Obligations. Whether or not you sign a Supplemental Release as provided in Section 7.b., the Company will pay or provide you the following (collectively, the “Accrued Obligations”):

A. Within five (5) business days after your Termination Date, the Company will pay you any earned but unpaid Base Salary through your Termination Date;

B. The Company will reimburse any unreimbursed business expenses existing on your Termination Date, in accordance with the Company’s normal reimbursement policies and practices.

C. Effective as of the earlier of the Transition Date or your Termination Date, you may elect to continue group medical, dental and vision coverage under the federal law known as “COBRA,” if and to the extent you are eligible to do so.

D. You will be entitled to your vested account balance under and subject to the terms and provisions of the Company’s 401(k) Plan (and Non-Qualified Deferred Compensation Plan), and, if enrolled, a refund of any of the funds you contributed to the Company’s employee stock purchase plan, as amended, according to the terms and provisions of the plan.

6. Change in Control.

A. After your Termination Date. If there should occur a Change in Control as defined under Treasury Regulation 1.409A-3(i)(5)(v), or (vii) ( “409A CIC”) after your Termination Date, the Company’s sole obligations to you will be, subject to the last sentence of this Section 6.A., to provide the following: (i) to accelerate the payment of any remaining payments to which you may be entitled as of the date of the 409A CIC under Section 2.B.6. and to pay them in a lump sum within five (5) business days after the 409A CIC, and (ii) if the 409A CIC occurs after your Termination Date and prior to the end of the applicable performance period under the FY 2016 STIP, then no amount shall be payable under Section 2.B.2., and you shall be entitled to a lump sum payment equal to the amount that would have been paid to you in respect of the target pro-rated FY 2016 STIP through your Termination Date, such amount payable in respect to the FY 2016 STIP not later than five (5) business days after the 409A CIC. For avoidance of doubt, a change in control of the Company that is not a 409A CIC shall not affect the timing of payments hereunder.

B. On or Before your Termination Date. If there should occur a 409A CIC as defined above, and you are no longer a participant in the Keurig Green Mountain, Inc. Amended and Restated 2008 Change in Control Severance Benefit Plan, your employment will terminate on the earlier of sixty (60) days following the CIC but no later than December 31, 2015; and you shall be paid the Accrued Obligations not later than five (5) business days thereafter, to the extent not previously paid. In addition, provided you sign and do not revoke the Supplemental Release as described in Section 7.b. and subject to your continued compliance with Section 8, the Company will pay or provide the following, in lieu of the amounts and form of payment applicable under Sections 2.B.6, 2.B. 3(d), and 2.B.2., as applicable:

1. Remaining payments. In a lump sum not later than five (5) business days after the termination date, an amount equal to the sum of the remaining unpaid amounts under Section 2.B.6.;

2. FY 2016 STIP. To the extent no amount relating to your STIP for FY 2016 has previously been paid, an amount equal to your target annual bonus

pro-rated for FY 2016 in a lump sum not later than five (5) business days after the termination date;

3. Options, DCAs, PSUs and RSUs. All your unvested options, DCAs, PSUs and RSUs, to the extent not previously settled, shall become fully vested immediately prior to the CIC so that you have an opportunity to, in the case of stock options, exercise any outstanding equity and, in the case of all equity, participate in the 409A CIC transaction the same as any common shareholder with respect to your equity. With respect to PSUs, (a) if the 409A CIC occurs prior to the Measurement Date (as defined in the applicable award agreement), the PSUs will immediately vest in full as of the date of such 409A CIC as if 100% of the Target Award (as defined in the applicable award agreement) had been earned in accordance with the terms of such award agreement; (b) if the 409A CIC occurs after the Measurement Date, subject to the Administrator’s (as defined in the applicable award agreement) determination and certification of the achievement of the Performance Targets in accordance with the term of such applicable award agreement, any earned PSUs that are unvested as of the date of such 409A CIC will immediately vest as of such date.

7. Release; Supplemental Releases.

a. Release. The effectiveness of this transition agreement is contingent on your timely execution and non-revocation of a release and waiver of claims in the form attached hereto as Appendix A (“Release”). If you do not timely execute the Release or if you revoke it, then you will be deemed to have involuntarily terminated your employment and your service with the Company and its affiliates as of the date of this transition agreement. In that case, this transition agreement shall be null and void, and any payments of compensation or provision of benefits after the date of this transition agreement and the last date for non-revocation of the Release shall be deemed made pursuant to the terms of your July 11, 2002 employment letter with the Company.

b. Supplemental Releases. As a condition of receiving any benefits other than the Accrued Obligations after your Termination Date, you agree to execute within 45 days after your Termination Date and not revoke, a separate supplemental release and waiver of claims in the form attached hereto as Appendix B (“Supplemental Release”).

c. No Payments until Release Irrevocable. Payments and benefits conditioned upon the execution and non-revocation of the Release or Supplemental Release shall not be made or commence, notwithstanding any other provision of this transition agreement to the contrary, prior to the expiration of the revocation period for the Release or Supplemental Release, as applicable. Upon the expiration of the applicable revocation period for the Release or Supplemental Release, any payments or benefits so postponed

shall be cumulated and paid the day after the expiration of such revocation period; provided you have not revoked the Release or Supplemental Release.

8. Confidentiality; Restrictive Covenants.

A. Need for Restrictive Covenants. You acknowledge that, as a senior executive of the Company, you have and, prior to the Termination Date, will acquire and have access to, and have and will, prior to the Termination Date, continue to develop substantial and intimate knowledge of, the Company’s Confidential Information, as defined below, and that you have and will, prior to the Termination Date, also continue to develop a unique and comprehensive familiarity with the Company and the business conducted by the Company and its affiliates, which you would not have otherwise had but for your employment with the Company, and which you acknowledge are valuable assets of the Company. Accordingly, in consideration of the foregoing and of entering into this transition agreement, you agree to undertake the obligations set forth in Sections 8.B., C. and D., which you acknowledge are reasonably designed to protect the legitimate business interests of the Company, shall constitute the entire agreement between you and the Company and its affiliates on the subject of the restrictive covenants applicable to you after the date hereof, and supersedes all other prior agreements between you and the Company or its affiliates regarding such subject matter.

B. Confidentiality. You acknowledge that you have and, prior to the Termination Date, will continue to have access to Confidential Information of the Company and its affiliates. All Confidential information is of irreplaceable value to the Company and its affiliates. Except as required to perform your responsibilities for the Company and its affiliates and to comply with law or regulation, or as authorized in writing in advance by the Chief Executive Officer of the Company, you will not, at any time, use, disclose or take any action which may result in the use or disclosure of any Confidential Information. “Confidential Information” means all confidential and proprietary information of the Company or its affiliates, and includes, but is not limited to actual and prospective customer and client lists and pricing information, business plans, programs and tactics, research and development information, personnel information, and all other information unique to the Company and not readily available to the public, including designs, improvements, inventions, formulas, compilations, methods, strategies, capabilities, forecasts, software programs, processes, know-how, data, operating methods and techniques, and all business costs, profits, vendors, markets, sales, products, marketing, sales or other financial or business information, and any modifications or enhancements of any of the foregoing.

C. Restrictive Covenants. You agree and covenant not to, without the explicit written permission of the Chief Legal Officer of the Company:

i. contribute your knowledge, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any other similar capacity to an entity engaged in the same or similar business as of August 6, 2015 as the Company and its affiliates anywhere in the

United States for a period of 12 months following your Termination Date;

ii. directly or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Company or its affiliates for 12 months following your Termination Date; or

iii. directly or indirectly, solicit, contact (including, but not limited to, e-mail, regular mail, express mail, telephone, fax, instant message, or tweet) attempt to contact or meet with any current customer of the Company or any of its affiliates for purposes of offering or accepting goods or services similar to or competitive with those currently offered by the Company or any of its affiliates for a period of 12 months following your Termination Date.

D. Nondisparagement. You agree (a) not to make issue, circulate, publish or utter any statement, whether written or oral, to any third party or take any action or cause or assist another person to do so, which is intended to or would reasonably be foreseeable to have the effect of being false or of disparaging, defaming, criticizing, holding in a negative light or reflecting adversely upon the Company (including its current and former parents, subsidiaries, affiliates, successors, assigns, directors, officers, shareholders, employees, agents, products, services or practices)) , and (b) not to publish, comment upon or disseminate any statements suggesting or accusing the Company, any of its affiliates, or any of their respective agents, employees or officers of any misconduct or unlawful behavior. The Company agrees to direct its, executive officers, (x) not to make issue, circulate, publish or utter any statement, whether written or oral, to any third party or take any action or cause or assist another person to do so, which is intended to or would reasonably be foreseeable to have the effect of being false or of disparaging, defaming, criticizing, holding in a negative light or reflecting adversely upon you, and (y) not to publish, comment upon or disseminate any statements suggesting or accusing you of any misconduct or unlawful behavior. Notwithstanding the foregoing, you and the Company’s executive officers may give truthful and non-malicious testimony if properly subpoenaed to testify under oath, and truthfully and non-maliciously cooperate in investigations by governmental or regulatory authorities. You agree to direct all inquiries from prospective employers, the media or, after your Termination Date, governmental or regulatory authorities to the Company’s Chief Human Resources Officer or Chief Legal Officer.

E. Company Property. As soon as practicable following your Termination Date, you will return to the Company all keys, key cards, Confidential Information, documents, manuals, computers, cell phones, tablets, computer programs, flash drives, CDs, diskettes or other recording media, customer lists, notebooks, reports and other written or graphic materials, including all copies thereof and whether in electronic form or otherwise, relating in any way to the Company’s business and prepared by your or obtained by your from the Company, its customers or suppliers during the course of your provision of services to the Company. You covenant that you will retain no copies of any such material.

F. Remedies on Breach. In the event of a breach of any of the foregoing covenants (including Sections 8.B., C., D. and E hereof),

1. Any unvested portion of your outstanding options, PSUs, DCAs and RSUs shall be forfeited effective as of the date of such breach, unless sooner terminated by operation of another term or condition of this transition agreement or the applicable plan; and

2. Any amounts due to be paid under Section 2.B shall be forfeited as of the date of such breach, and any amounts previously paid under Section 2.B shall be subject to recoupment (to the extent permitted by applicable law); and

3. The Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. Such equitable relief shall be in addition to, and not in lieu of, legal remedies, monetary damages or other available forms of relief.

9. Litigation and Regulatory Cooperation. You agree to reasonably cooperate with the Company and its affiliates after the Transition Date in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or any of its affiliates that relate to events or occurrences that transpired during the time you provided services to the Company, including but not limited to pending matters, whether asserted as litigation, threatened litigation, an internal investigation or complaint, or any investigation or review by any foreign, federal, state or local regulatory authority. Your full cooperation in connection with such claims or actions shall include, but not be limited to, being available at reasonable times and reasonable places to (a) meet with and provide truthful and accurate information to counsel for the Company and its affiliates as part of the Company’s investigation of such matters, (b) meet with governmental officials to provide accurate and truthful information at the request of the Company or an affiliate, (c) prepare for discovery or trial, and (d) act as a witness at the request of the Company or any affiliate and provide truthful testimony as may be required. In scheduling your time to prepare for such meetings and conferences, and any appearances for discovery or trial, the Company shall take into account your personal and professional obligations and shall use reasonable efforts to minimize interference with any other employment obligations that you may have, provided that you shall also use reasonable efforts to accommodate the schedule of the Company and its counsel. You will be entitled, upon delivery of customary supporting documentation, to reimbursement for reasonable out-of-pocket travel expenses approved in advance, and other expenses approved in advance by the Company, including but not limited to reasonable counsel fees and costs you incur in connection with the foregoing. For the avoidance of doubt, Executive shall continue to be indemnified in substantially the same manner as if under the August 10, 2009 Indemnification Agreement for alleged acts or omissions for the period through the earlier of the Transition Date or Termination Date provided Executive remains employed during that period.

10. Additional provisions.

a. Withholding; Deductions. Any payments to you are subject to required withholding and authorized deductions.

b. Recoupment.

i. Recoupment provisions in any documents or any Company policy applicable to you shall remain in effect.

ii. If there is a material adjustment of financial results, other than due to changes in accounting policy, for fiscal year 2013 or fiscal year 2014 or fiscal year 2015 (the “Adjusted Financial Statements”), and the Board of Directors of the Company (the “Board”) or a committee thereof determines that as a result of such adjustment materially more compensation was paid to you under the FY2013 and FY2014 and FY 2015 STIP, and/or materially more PSUs were granted to you, than if the Adjusted Financial Statements had been the financial statements originally reported, the Board or a committee thereof may require you to (a) reimburse the Company for the after-tax portion of any incentive paid to you under the FY2013 or FY2014 and FY 2015 STIP within the thirty-six months immediately preceding the date of the filing of the Adjusted Financial Statements in excess of what would have been paid to you under the Adjusted Financial Statements, and (b) forfeit any or all PSUs granted to you in excess of what would have been granted to you under the Adjusted Financial Statements (including any shares of Common Stock issued to you upon such PSUs’ vesting). Provided, that such actions are taken against all other participants or grantees. The Board will make its determination and decision to require or not require reimbursement or forfeiture within sixty (60) days of the filing of the Adjusted Financial Statements.

iii. In addition, your FY2013 and FY2014 and FY 2015 STIP and FY 2013 and FY 2014 PSUs shall be subject to recoupment by the Company to the extent required to comply with (a) applicable law or regulation or the rules of the stock exchange on which the Company’s common stock is traded or (b) any other applicable clawback or recoupment policy as required by law.

c. Compliance with Section 409A.

i. To the extent this transition agreement provides for compensation that is deferred compensation subject to Section 409A, it is intended that you not be subject to the imposition of taxes and penalties

(“409A Penalties”) under Section 409A, and this transition agreement shall be construed in accordance with that intent.

ii. Notwithstanding any other provision in this transition agreement, if as of the date on which you incur a separation from service within the meaning of Section 409A, you are a “specified employee” as determined by the Company, then to the extent any amount payable or benefit provided to you that the Company reasonably determines would be nonqualified deferred compensation within the meaning of Section 409A, for which payment is triggered by your separation from service (other than on account of death), and that under the terms of this transition agreement would be payable on or prior to the six-month anniversary of your separation from service, such payment or benefit shall be delayed until the earlier to occur of (a) the day after the six-month anniversary of such separation from service, or (b) the date of your death.

iii. With respect to any reimbursements under this transition agreement, such reimbursement shall be made on or before the last day of the calendar year following the calendar you in which the expense was incurred; subject to timely submission of proper substantiation in accordance with the Company’s policies and procedures therefor.

iv. The amount of any expenses eligible for reimbursement of the amount of any in-kind benefits provided, as the case may be, under this transition agreement during any calendar year shall not affect the amount of expenses eligible for reimbursement or the amount of any in-kind benefits provided during any other calendar year. The right to reimbursement or to any in-kind benefit pursuant to this transition agreement shall not be subject to liquidation or exchange for any other benefit.

v. If under this transition agreement, an amount is to be paid in two or more installments or two or more monthly payments, then for purposes of Code Section 409A, each installment shall be treated as a separate payment.

vi. If payment of any amount of deferred compensation subject to Section 409A is contingent upon your execution of a release and waiver of claims, and if the period within which you must sign and not revoke the release and waiver of claims would begin in one calendar year and expire in the following calendar year, then any payments contingent on such employment-related action shall be made (or commence) in such following calendar year (regardless of the year of execution of such release) if payment in such following calendar year is required in order to avoid 409A Penalties.

vii. You acknowledge that notwithstanding this Section 10.C. or any other provision of this transition agreement, the Company and its

affiliates are not providing you with any tax advice with respect to Section 409A or otherwise, and are not making any guarantees or other assurances of any kind to you with respect to the tax consequences or treatment of any amounts paid or payable to you under this transition agreement or your equity award agreements. You are solely responsible for the payment of taxes, including any 409A Penalties.

d. Entire Agreement. This transition agreement constitutes the entire agreement between you and the Company and its affiliates on the subject of any payments and benefits due to you after the date hereof, and supersedes all other prior agreements between you and the Company or its affiliates, except for the Indemnification Agreement between you and the Company dated August 10, 2009, for the period covered by such Agreement, your options granted on March 10, 2011, March 22, 2012, March 7, 2013, December 6, 2013 and December 1, 2014, your Restricted Stock Units granted March 22, 2012, December 6, 2013 and December 1, 2014, your Deferred Cash Award granted March 7, 2013 and your Performance Stock Units granted on December 6, 2013 and December 1, 2014, which shall continue to apply (as amended from time to time), except as otherwise provided herein, and are hereby made a part of this transition agreement by reference. The payments and benefits described in this transition agreement will be the only such payments and benefits you are to receive in connection with the termination of your employment and your separation from service with the Company and its affiliates, and you acknowledge you are not entitled to any additional payments, rights or benefits not otherwise described in this transition agreement. Any payments, rights or benefits you receive under this transition agreement will not be taken into account for purposes of determining benefits under any employee benefit plan of the Company, except to the extent required by law, or as otherwise expressly provided under the terms of such plan. In addition, in the event of any conflict between any provisions of this transition agreement and the provisions of any other agreement you have with the Company, the provisions of this transition agreement shall control.

e. Binding on Successors to the Company; Non-assignment. This transition agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. You shall not assign or otherwise alienate your rights under this transition agreement.

f. Governing Law. The validity, interpretation, construction, and performance of this transition agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its principles of conflicts of law, and except to the extent preempted by federal law.

g. Severability. In the event that any one or more of the provisions of this transition agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this transition agreement shall not be affected thereby, provided

that if any portion of the Release or the Supplemental Release shall be or become invalid, illegal or unenforceable in any respect, the Company and you will execute an amendment to the Release or the Supplemental Release so as to cause the Release or the Supplemental Release to have the intended purpose and effect.

	Sincerely,


	Keurig Green Mountain, Inc.


	By:	/s/ Brian P. Kelley
	Brian P. Kelley, Chief Executive Officer

ACKNOWLEDGED AND AGREED


/s/ John Whoriskey
John Whoriskey

Date: August 5, 2015

Appendix A

Release and Waiver

THIS RELEASE is executed by the undersigned (the “Executive’) as of the date indicated below.

WHEREAS, the Executive and Keurig Green Mountain, Inc. (the “Company”) entered into a transition agreement dated August 5, 2015 (the “Transition Agreement”), subject to the Executive’s timely execution and non-revocation of this Release and to his compliance with its terms and the terms of the Transition Agreement;

NOW, THEREFORE, in consideration of the Company’s entering into the Transition Agreement and other good and valuable consideration, the Executive agrees as follows:

1. Executive irrevocably and unconditionally releases, acquits, and forever discharges the Company and all of its current and former related entities, affiliates, successors, predecessors, assigns, owners, investors, stockholders, partners, members, and employee benefit plans, and all of their directors, officers, employees, agents, representatives, insurers, administrators, attorneys, and all persons acting by, through, under, or in concert with any of them (collectively “Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, and expenses (including attorneys’ fees and costs) of any nature whatsoever, known or unknown, suspected or unsuspected (“Claim” or “Claims”), which Executive now has, owns or holds, or claims to have, own or hold, or which Executive at any time heretofore had, owned or held, or claimed to have had, owned or held, or which Executive at any time hereafter may have, own or hold, or claim to have, own or hold, against any of the Releasees relating to any event, act, or omission that has occurred prior to or as of the date Executive signs this Release. This Release shall not apply to (a) any of the Company’s obligations under the terms of the Transition Agreement, (b) Executive’s right to indemnification under the Company’s Certificate of Incorporation, bylaws, insurance policies, and the indemnification agreement between the Company and Executive dated August 10, 2009, and (c) Executive’s rights under the option/award agreements for Executive’s options granted on March 10, 2011, March 22, 2012, March 7, 2013, December 6, 2013 and December 1, 2014; Executive’s rights under the award agreements for Executive’s Restricted Stock Units granted March 22, 2012, December 6, 2013 and December 1, 2014; Executive’s rights under the award agreement for Executive’s Deferred Cash Award granted March 7, 2013; and Executive’s rights under the award agreements for Executive’s Performance Stock Units granted on December 6, 2013 and December 1, 2014. For the avoidance of doubt, Executive shall continue to be indemnified in substantially the same manner as if under the August 10, 2009 Indemnification Agreement for any alleged acts or omissions for the period through the earlier of the Transition Date or Termination Date provided Executive remains employed by the Company during that period. Notwithstanding anything to the contrary contained herein, this release does not include and will not preclude: (A) any claims for breach of the provisions of this Agreement or to enforce this Agreement; (B) any claim that, as a matter of law, cannot be released; (C) any claims arising solely after the execution of this Agreement; (D) any claims or rights Executive may have to any vested benefits or rights under any employee benefit, retirement and/or pension plans; (E) non-termination related

claims under the Employee Retirement Income Security Act (29 U.S.C. § 1001 et seq.), as amended; (F) any rights and/or claims Executive may have under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (G) claims for unemployment compensation; or (H) any right Executive may have to obtain contribution as permitted by law in the event of entry of judgment against Executive as a result of any act or failure to act for which Executive and the Company or its past, present and future trustees, officers, agents, administrators, representatives, employees, affiliates, or insurers are held jointly liable.

2. Without limiting the foregoing, Executive specifically waives and releases all rights, claims (including claims for attorneys’ fees), demands, and causes of action under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended; Title VII of the Civil Rights Act of 1964, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Rehabilitation Act of 1973, as amended; the Worker Adjustment Retraining and Notification Act; the Americans with Disabilities Act; and any comparable state law, concerning Executive’s relationship and association with any of the Releasees and the creation and termination of such relationship. Executive acknowledges and understands that the release of claims under the ADEA is subject to special waiver protection under 29 U.S.C. § 626(f).

a. In accordance with that section, Executive specifically agrees he is knowingly and voluntarily releasing and waiving any right or claim of discrimination under the ADEA.

b. In particular, he acknowledges and understands the following:

(i) he is not waiving rights or claims for age discrimination under the ADEA that may arise after the date he signs this Release;

(ii) he is not waiving his right to file a complaint or charge with the EEOC or participate in any investigation or proceeding conducted by the EEOC;

(iii) he is waiving rights or claims for age discrimination under the ADEA in exchange for entering into the Transition Agreement, which is in addition to anything of value to which he otherwise is entitled;

(iv) he has been advised to consult with an attorney of his choice before signing this Release, and he has had an opportunity to do so;

(v) he has freely and voluntarily entered into this Release without any threat, coercion, or intimidation by any person;

(vi) he has been given the opportunity to take 45 days to consider whether to sign this Release, although he is not required to wait 45 days; and

(vii) In accordance with 29 C.F.R. Section 1652.22, attached hereto as Exhibit A is a listing of the job titles and ages of persons in the identified decisional unit whose positions were selected and not selected for elimination and the criteria for such selection; and

(viii) he will have seven days after the date he signs this Release within which to revoke it, and the Release shall not become effective or enforceable as to any party until that revocation period has expired without revocation of the Release. Any such revocation shall be in writing and shall be sent to Linda Longo-Kazanova, Chief Human Resources Officer, at the Company’s headquarters at 53 South Avenue, Burlington, MA 01803.

3. The Executive understands that nothing in this Release shall be construed to prohibit him from filing a charge with, or participating in any investigation or proceeding conducted by, the Equal Employment Opportunity Commission, National Labor Relations Board, and/or any federal, state or local agency. Notwithstanding the foregoing, the Executive hereby waives any and all rights to recover monetary damages in any charge, complaint, or lawsuit filed by him or by anyone else on his behalf based on events occurring prior to the date of this Release.

4. Executive expressly acknowledges that this Release is intended to include in its effect, without limitation, all Claims which he does not know or suspect to exist in his favor at the time of execution hereof and that this Release contemplates the extinguishment of any such Claim or Claims.

5. Executive agrees that he is bound by the provisions of the Transition Agreement, which are fully incorporated into this Release.

6. Executive represents that he has not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity, any Claim or any portion thereof, or interest therein, and he agrees to indemnify, defend and hold Releasees harmless from and against any and all Claims, based on or arising out of any such assignment or transfer, or purported assignment or transfer of any Claims or any portion thereof or interest therein.

7. Executive represents and acknowledges that in executing this Release he does not rely and has not relied upon any representation or statement not set forth herein made by any of the Releasees or by any of the Releasees’ agents, representatives, or attorneys with regard to the subject matter, basis, or effect of this Release or otherwise.

8. This Release shall be binding upon Executive and upon his respective heirs, administrators, representatives, executors, beneficiaries, successors, and assigns, and shall inure to the benefit of Releasees and each of them, and to their heirs, administrators, representatives, executors, successors, and assigns.

9. This Release is made and entered into in the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced, and governed under the laws of the Commonwealth of Massachusetts. The language of all parts of this Release shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. It is agreed that this Agreement shall be construed with the understanding that both parties were

responsible for drafting it.

10. Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Transition Agreement.

11. Should any of the provisions of this Release be declared or be determined to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby, and said illegal or invalid part, term, or provision shall be deemed not to be a part of this Release.

12. The signed Release must be returned to Linda Longo-Kazanova, Chief Human Resources Officer, at the Company’s headquarters at 53 South Avenue, Burlington, MA 01803 on or before September 21, 2015. If Executive does not revoke the Release within seven days after signing it, then the Release will take effect as a legally binding document on the expiration of the seventh day after signing.

PLEASE READ CAREFULLY. THIS RELEASE AND WAIVER INCLUDES A RELEASE OF ALL KNOWN OR UNKNOWN CLAIMS.

Executed at Burlington (city), Massachusetts (state) this 5th day of August, 2015.

	By:	/s/ John Whoriskey
		John Whoriskey

Received at Burlington, Massachusetts this 5th day of August, 2015.

Keurig Green Mountain, Inc.

By:	/s/ Linda Longo-Kazanova
Printed Name: Linda Longo-Kazanova
Title: Chief Human Resources Officer

Appendix B

Supplemental Release and Waiver

THIS SUPPLEMENTAL RELEASE is executed by the undersigned (the “Executive’) as of the date indicated below.

WHEREAS, the Executive and Keurig Green Mountain, Inc. (the “Company”) entered into a transition agreement dated August 5, 2015 (the “Transition Agreement”), under which Executive is entitled to certain payments and benefits following his Termination Date (as defined in the Transition Agreement), subject to the Executive’s timely execution and non-revocation of this Supplemental Release and to his compliance with its terms; and

WHEREAS, the Termination Date has occurred;

NOW, THEREFORE, in consideration of the payments and provision of benefits as provided in the Transition Agreement, and other good and valuable consideration, the Executive agrees as follows:

1. Executive irrevocably and unconditionally releases, acquits, and forever discharges the Company and all of its current and former related entities, affiliates, successors, predecessors, assigns, owners, investors, stockholders, partners, members, and employee benefit plans, and all of their directors, officers, employees, agents, representatives, insurers, administrators, attorneys, and all persons acting by, through, under, or in concert with any of them (collectively “Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, and expenses (including attorneys’ fees and costs) of any nature whatsoever, known or unknown, suspected or unsuspected (“Claim” or “Claims”), which Executive now has, owns or holds, or claims to have, own or hold, or which Executive at any time heretofore had, owned or held, or claimed to have had, owned or held, or which Executive at any time hereafter may have, own or hold, or claim to have, own or hold, against any of the Releasees relating to any event, act, or omission that has occurred prior to or as of the date Executive signs this Supplemental Release. This Supplemental Release shall not apply to (a) any of the Company’s remaining obligations under the terms of the Transition Agreement and/or this Supplemental Release, (b) Executive’s right to indemnification under the Company’s bylaws, Certificate of Incorporation, insurance policies and the indemnification agreement between the Company and Executive dated August 10, 2009 and (c) Executive’s rights under the option/award agreements for Executive’s options granted on March 10, 2011, March 22, 2012, March 7, 2013, December 6, 2013 and December 1, 2014; Executive’s rights under the award agreements for Executive’s Restricted Stock Units granted March 22, 2012, December 6, 2013 and December 1, 2014; Executive’s rights under the award agreement for Executive’s Deferred Cash Award granted March 7, 2013 and Executive’s rights under the award agreements for Executive’s Performance Stock Units granted on

December 6, 2013 and December 1, 2014. For the avoidance of doubt, Executive shall continue to be indemnified in substantially the same manner as if under the August 10, 2009 Indemnification Agreement for any alleged acts or omissions for the period through the earlier of the Transition Date or Termination Date provided Executive remains employed by the Company during that period. Notwithstanding anything to the contrary contained herein, this release does not include and will not preclude: (A) any claims for breach of the provisions of this Agreement or to enforce this Agreement; (B) any claim that, as a matter of law, cannot be released; (C) any claims arising solely after the execution of this Agreement; (D) any claims or rights Executive may have to any vested benefits or rights under any employee benefit, retirement and/or pension plans; (E) non-termination related claims under the Employee Retirement Income Security Act (29 U.S.C. § 1001 et seq.), as amended; (F) any rights and/or claims Executive may have under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (G) claims for unemployment compensation; or (H) any right Executive may have to obtain contribution as permitted by law in the event of entry of judgment against Executive as a result of any act or failure to act for which Executive and the Company or its past, present and future trustees, officers, agents, administrators, representatives, employees, affiliates, or insurers are held jointly liable.

a. In accordance with that section, Executive specifically agrees he is knowingly and voluntarily releasing and waiving any right or claim of discrimination under the ADEA.

b. In particular, he acknowledges and understands the following:

(i) he is not waiving rights or claims for age discrimination under the ADEA that may arise after the date he signs this Supplemental Release;

(ii) he is not waiving his right to file a complaint or charge with the EEOC or participate in any investigation or proceeding conducted by the EEOC;

(iii) he is waiving rights or claims for age discrimination under the ADEA in exchange for the payments and benefits under the Transition Agreement, which are in addition to anything of value to which he otherwise is entitled;

(iv) he has been advised to consult with an attorney of his choice before signing this Supplemental Release, and he has had an opportunity to do so;

(v) he has freely and voluntarily entered into this Supplemental Release without any threat, coercion, or intimidation by any person;

(vi) he has been given the opportunity to take 45 days after his Termination Date to consider whether to sign this Supplemental Release, although he is not required to wait 45 days; and

(vii) he will have seven days after the date he signs this Supplemental Release within which to revoke it, and the Supplemental Release shall not become effective or enforceable as to any party until that revocation period has expired without revocation of the Supplemental Release. Any such revocation shall be in writing and shall be sent to Linda Longo-Kazanova, Chief Human Resources Officer, at the Company’s headquarters at 53 South Avenue, Burlington, MA 01803.

3. The Executive understands that nothing in this Supplemental Release shall be construed to prohibit him from filing a charge with, or participating in any investigation or proceeding conducted by, the Equal Employment Opportunity Commission, National Labor Relations Board, and/or any federal, state or local agency. Notwithstanding the foregoing, the Executive hereby waives any and all rights to recover monetary damages in any charge, complaint, or lawsuit filed by him or by anyone else on his behalf based on events occurring prior to the date of this Supplemental Release.

4. Executive expressly acknowledges that this Supplemental Release is intended to include in its effect, without limitation, all Claims which he does not know or suspect to exist in his favor at the time of execution hereof and that this Supplemental Release contemplates the extinguishment of any such Claim or Claims.

5. Executive agrees that he shall continue to be bound by the provisions of Sections 8, 9, and 10 of the Transition Agreement, which are fully incorporated into this Supplemental Release.

7. Executive acknowledges and agrees that, pursuant to the Transition Agreement, he will have received payment for any and all compensation for services rendered through the Termination Date, including all wages or other compensation and all accrued and unpaid vacation pay. Executive agrees and understands that the Company has paid him for any reimbursable but unpaid business expenses outstanding on the Termination Date.

8. Executive represents and acknowledges that in executing this Supplemental Release he does not rely and has not relied upon any representation or statement not set forth herein made by any of the Releasees or by any of the Releasees’ agents, representatives, or attorneys with regard to the subject matter, basis, or effect of this Supplemental Release or

otherwise.

9. This Supplemental Release shall be binding upon Executive and upon his respective heirs, administrators, representatives, executors, beneficiaries, successors, and assigns, and shall inure to the benefit of Releasees and each of them, and to their heirs, administrators, representatives, executors, successors, and assigns.

10. This Supplemental Release is made and entered into in the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced, and governed under the laws of the Commonwealth of Massachusetts. The language of all parts of this Supplemental Release shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. It is agreed that this Agreement shall be construed with the understanding that both parties were responsible for drafting it.

11. Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Transition Agreement.

12. Should any of the provisions of this Supplemental Release be declared or be determined to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby, and said illegal or invalid part, term, or provision shall be deemed not to be a part of this Supplemental Release.

THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK

13. The signed Supplemental Release must be returned to Linda Longo-Kazanova, Chief Human Resources Officer, at the Company’s headquarters at 53 South Avenue, Burlington, MA 01803 within 45 days after Executive’s Termination Date. If Executive does not revoke this Supplemental Release within seven days after signing it, then the Agreement will take effect as a legally binding document on the expiration of the seventh day after signing (the “Effective Date”).

PLEASE READ CAREFULLY. THIS SUPPLEMENTAL RELEASE INCLUDES A RELEASE OF ALL KNOWN OR UNKNOWN CLAIMS.

Executed at (city), (state) this day of , 2015.

	By:
		John Whoriskey

Received at Burlington, Massachusetts this day of , 2015.

Keurig Green Mountain, Inc.

By:
Printed Name: Linda Longo-Kazanova
Title: Chief Human Resources Officer

Exhibit 99.1

Contact Information:

For Media:

Suzanne DuLong

T: 781-418-8075/E: pr@keurig.com

For Investors:

Kristi Bonner
T: 646-762-8095/E: Investor.Services@keurig.com

FOR RELEASE

Keurig Green Mountain Reports Third Quarter 2015 Results, Announces Productivity Initiative and $1 Billion Share Repurchase Authorization

· Non-GAAP EPS(1) of $0.80 and GAAP EPS of $0.73

· Net sales decline of 5%; 4% excluding foreign currency

· Pod equivalent servings(2) volume growth of 5% with 12% growth in U.S. At Home Channels

· Announces multi-year productivity program expected to generate approximately $300 million in cost savings over 3 years

· Approves $1 billion share repurchase authorization

· Approves $0.2875 per share cash dividend

WATERBURY, Vt. (August 5, 2015) — Keurig Green Mountain, Inc. (NASDAQ: GMCR), a leader in specialty coffee, coffee makers, teas and other beverages with its innovative brewing technology, today announced its business results for the 13 weeks ended June 27, 2015.

“While we are not pleased with our revenue growth, we delivered earnings at the high end of our previous guidance,” commented President and CEO, Brian Kelley. “We are taking decisive actions to adapt and compete more effectively in today’s rapidly-evolving, dynamic marketplace. We are implementing a multi-year productivity program that we are confident will enhance our operational effectiveness and enable us to fund incremental investment in innovation and brand building. In addition, our new Keurig K200 brewer is off to a strong start with its introduction this past quarter. We believe this addition, as well as the enhancements we’ve made to our entire At Home brewer line up will

(1) Certain items in this press release are designated as “Non-GAAP” and represent non-GAAP financial measures that exclude certain items. Please see the attached “GAAP to Non-GAAP Reconciliation” to find disclosure and reconciliation of non-GAAP financial measures, as well as a discussion in this release as to why the Company is presenting such non-GAAP measures.

(2) Equivalent servings translates our multiple pod sizes, including K-Cup®, Vue® K-Carafe® and Bolt® pods, into a common serving.

allow for continued growth in our US installed base. We continue to believe that our hot system has the potential to reach more than 50 million US households over time —more than double its size today. In addition, the upcoming launch of our Keurig KOLD system creates an even larger opportunity for long-term growth and value creation.”

Mr. Kelley continued, “Going forward, we will continue to maintain a strong, flexible capital structure and balance sheet to enable us to return significant value to our shareholders as we continue to invest in the business. Underscoring our commitment to delivering value to our shareholders, today we announced that our Board authorized an additional $1 billion share repurchase which adds to our existing plan. With innovative technology and a premier beverage brands portfolio, Keurig continues to be a recognized leader in the industry and we are confident we will continue our legacy of delivering disruptive and innovative products for the benefit of all Keurig constituents.”

Third Quarter Fiscal 2015 Financial Review

	Thirteen weeks ended						Thirty-nine weeks ended
($ in millions except earnings per share)	June 27, 2015		June 28, 2014		% Change		June 27, 2015		June 28, 2014		% Change
Net sales	$	969.6	$	1,022.4	(5	)%	$	3,483.1	$	3,512.1	(1	)%
Operating income:
GAAP	$	161.4	$	231.3	(30	)%	$	621.3	$	718.5	(14	)%
Non-GAAP	$	176.3	$	243.2	(28	)%	$	664.0	$	753.2	(12	)%
Net income attributable to Keurig:
GAAP	$	113.6	$	155.2	(27	)%	$	403.7	$	455.5	(11	)%
Non-GAAP	$	124.7	$	163.2	(24	)%	$	434.5	$	479.1	(9	)%
Diluted income per share (EPS):
GAAP	$	0.73	$	0.94	(22	)%	$	2.52	$	2.88	(13	)%
Non-GAAP	$	0.80	$	0.99	(19	)%	$	2.71	$	3.03	(11	)%
Cash dividends declared per common share	$	0.2875	$	0.25	15	%	$	0.8625	$	0.75	15	%

Net Sales by Product

Net sales of $970 million decreased 5% versus the prior year period with declines in brewer sales and pod sales. Foreign currency exchange rates negatively impacted sales by approximately 1.5 percentage points. Excluding the impact of foreign currency exchange rates, total net sales declined 4% and total Keurig beverage system sales declined 4% compared to the prior year period.

Net sales for the domestic segment declined 4% in the quarter while sales in the Canada segment declined 14% on a reported basis and declined 3% excluding the impact of foreign currency exchange rates.

Total pod net sales declined 1% in the quarter while brewers and accessories net sales declined 26%. Other product net sales declined 12% compared to the prior year period.

	Net sales (in millions)
	Thirteen weeks ended				$ Increase			% Increase
Net Sales by Product	June 27, 2015		June 28, 2014		(Decrease)			(Decrease)
Pods	$	815.0	$	826.3	$	(11.3	)	(1	)%
Brewers and accessories	95.0		128.0		(33.0		)	(26	)%
Subtotal	910.0		954.3		(44.3		)	(5	)%
Other products	59.6		68.1		(8.5		)	(12	)%
Total net sales	$	969.6	$	1,022.4	$	(52.8	)	(5	)%

Pods

· The 1% decrease in the quarter in pod net sales compared to the prior year period was due to a 5% increase in equivalent servings(2) volume and a 3 percentage point increase due to net price realization. This was offset by an 8 percentage point decrease due to product mix and a roughly 1 percentage point negative impact from foreign currency exchange rates.

Brewers and Accessories

· For the quarter, 1.36 million Keurig® system brewers were sold including 1.3 million sold by Keurig and 0.05 million reported sold by Keurig’s licensed brewer partners. This brewer shipment number does not account for consumer returns.

· The 26% decline in Keurig’s brewer and accessory net sales compared to the prior year period was primarily due to a 18% decline in brewer sales volume, driven by high levels of inventory at retail and timing of restocking the MINI Plus brewer. Brewer net price realization declined by 6 percentage points due to promotional efforts to reduce brewer inventory levels. Brewer mix negatively impacted brewer sales by 2 percentage points. Foreign currency exchange rates negatively impacted brewer net sales by roughly 1 percentage point.

· Additionally, accessory net sales declined 22% compared to the prior year period.

Other Products

· Sales of other products declined 12% during the quarter from the prior year period primarily due to the continuing demand shift from traditional coffee package formats to pods and the unfavorable impact of foreign currency exchange rates.

· For the quarter, gross margin declined 750 basis points versus prior year to 36.0% of net sales. The table below quantifies the changes in gross margin period to period. Obsolescence of finished goods includes an $18 million charge related to Keurig 2.0 brewers in the third quarter which impacted gross margin by 190 bps.

(2) Equivalent servings translates our multiple pod sizes, including K-Cup®, Vue® K-Carafe® and Bolt® pods, into a common serving.

		Change from Q3 2014 to Q3 2015
Higher obsolescence expense of finished goods		-310 bps
Unfavorable green coffee costs		-290 bps
Mix primarily associated with brewers		-200 bps
Shift in sales mix between pods, brewers and accessories and other products		+190 bps
Net price realization primarily associated with pods		+110 bps
Increased logistics expense		-90 bps
Mix primarily associated with pods		-40 bps
Net price realization primarily associated with brewers		-40 bps
Foreign currency rates		-40 bps
Other		-40 bps

· GAAP SG&A declined 12%, representing 19.4% of net sales for the quarter as compared to 20.9% in the prior year period. Non-GAAP SG&A decreased 14% representing 17.8% of sales for the quarter as compared to 19.7% in the prior period. The decrease in SG&A over the prior year period was driven by lower incentive compensation expense, lower marketing expense and a reduction in professional fees.

· GAAP operating income declined 30%, representing 16.6% of net sales for the quarter, compared to 22.6% in the prior year period.

· Non-GAAP operating income declined 28%, representing 18.2% of net sales in the quarter, compared to 23.8% in the prior year period.

· The Company’s effective income tax rate was 30.2% for the quarter as compared to 33.9% in the prior year period.

· Diluted weighted average shares outstanding for the third quarter were 155.6 million, down 6% from 164.7 million in the prior year period. The reduction in shares outstanding was driven by the Company’s share repurchases under its previously announced share repurchase authorizations including a $700 million accelerated share repurchase (ASR) program, open market purchases and 10(b)5-1 plans and the previously announced repurchase of 5.2 million shares from Luigi Lavazza S.p.A. on March 3, 2015.

· GAAP diluted EPS declined 22% from the prior year period to $0.73.

· Non-GAAP diluted EPS declined 19% from the prior year period to $0.80. Excluding the impact of foreign currency, non-GAAP diluted EPS decreased approximately 17% versus the prior year period.

Balance Sheet & Cash Flow Highlights

Balance Sheet & Cash Flow Highlights ($ in millions)	June 27, 2015		June 28, 2014		% Change
Cash and cash equivalents, including restricted cash	$	80.6	$	1,204.2	(93	)%
Accounts receivables, net	$	441.3	$	382.4	15	%
Inventories	$	688.7	$	639.0	8	%
Raw material inventories	$	229.0	$	179.9	27	%
Coffee	$	123.7	$	85.8	44	%
Packaging & other raw materials	$	105.3	$	94.1	12	%
Finished goods	$	459.7	$	459.2	0	%
Brewers & accessories	$	279.4	$	263.2	6	%
Pods	$	162.5	$	168.5	(4	)%
Other	$	17.8	$	27.4	(35	)%
Debt outstanding and capital lease and financing obligations	$	413.5	$	273.9	51	%
Thirty-nine weeks net cash provided by operating activities	$	610.1	$	823.8	(26	)%
Thirty-nine weeks free cash flow (1)	$	272.0	$	601.9	(55	)%

(1) Free cash flow is calculated by subtracting capital expenditures for fixed assets from net cash provided by operating activities as reported in the unaudited statement of cash flows.

Share Repurchase

On July 31, 2015, the Board of Directors approved a new share repurchase authorization of up to an additional $1 billion over the next two years, at such times and prices as determined appropriate by the Company’s management in collaboration with the Board of Directors. The shares will be purchased with cash on hand, cash from operations, and funds available through our existing credit facility.

Productivity Program

The Company announced a multi-year productivity program intended to reduce structural costs and streamline organization structures to drive efficiency. The program is expected to generate approximately $300 million in savings over the next three years with approximately $100 million of savings in fiscal 2016. The program is expected to reduce the company’s workforce by approximately 5%.

Implementation of the productivity program is expected to result in cumulative pre-tax charges of $30-$35 million, beginning with an approximately $26 million charge in the fourth quarter of fiscal 2015. Of the total anticipated initial charge, approximately $20 million is expected to be cash expenditures.

Business Outlook and Other Forward-Looking Information

The Company updated its outlook for fiscal year 2015, provided its outlook for the fourth quarter and provided its preliminary outlook for fiscal year 2016.

Fiscal Year 2015 Outlook

· Net sales decline of low-single to mid-single-digits compared to fiscal year 2014

· An annual effective tax rate of approximately 34.5% to 35%

· Non-GAAP EPS decline in the low-teens. This outlook:

· Includes an estimated $0.13 headwind from foreign currency exchange

· Excludes any restructuring or one-time charges related to the Company’s productivity initiative

· Excludes the amortization of identifiable intangibles related to the Company’s acquisitions and legal and accounting expenses related to the Company’s pending securities and stockholder derivative class action litigation and antitrust litigation

· Free cash flow in the range of $150 million to $200 million

· Capital investment in the range of $400 million to $450 million

Fourth Quarter 2015

· Net sales growth decline of low-teens compared to the fourth quarter of fiscal year 2014

· An effective tax rate of approximately 36% to 36.5%

· Non-GAAP EPS in a range of $0.70 to $0.75 which:

· Includes an estimated $0.03 headwind from foreign currency exchange

· Excludes any restructuring or one-time charges related to the Company’s productivity initiative

Fiscal Year 2016 Outlook

Based upon its preliminary estimates for fiscal 2016, the Company expects its hot business to deliver modest non-GAAP earnings per share growth over fiscal 2015 inclusive of the expected productivity savings. The Company expects that its investment in Keurig KOLDTM in 2016 will be at least $100 million and could be higher depending largely on pod manufacturing efficiencies and channel mix. Our fiscal year 2016 non-GAAP EPS excludes any restructuring or one-time charges related to the productivity program.

With regard to the first quarter of fiscal 2016, the Company expects non-GAAP earnings per share to decline versus the prior year quarter as the Company ships more hot appliances year over year, ships KOLD appliances, ramps production on KOLD pods and faces a significant coffee cost headwind in the first quarter of fiscal 2016.

The Company will update its outlook and provide more details related to fiscal 2016 on its fourth quarter earnings announcement.

Dividend Declaration

Keurig’s Board has declared a regular quarterly cash dividend of $0.2875 per share of the Company’s common stock. The quarterly cash dividend will be paid on October 29, 2015 to shareholders of record as of the close of business on September 29, 2015.

Conference Call and Webcast

Keurig will be discussing these financial results with analysts and investors in a conference call and live webcast available via the Internet at 5:00 p.m. ET today, August 5, 2015. The call is accessible via live webcast from the events section of the Investor Relations portion of the Company’s website at http://investor.keuriggreenmountain.com/events.cfm. The Company archives the latest conference call for a period of time. A replay of the conference call also will be available by telephone at (719) 457-0820, passcode 6958877 from 9:00 p.m. ET on August 5, 2015 through 9:00 p.m. ET on Monday, August 10, 2015.

Use of Non-GAAP Financial Measures

In addition to reporting financial results in accordance with generally accepted accounting principles (GAAP), the Company provides non-GAAP operating results that exclude legal and accounting expenses related to the pending securities and stockholder derivative class action litigation, pending antitrust litigation against the Company, and the now concluded SEC inquiry; and non-cash acquisition-related items such as amortization of identifiable intangibles, each of which include adjustments to show the tax impact of excluding these items. In each case these amounts are not in accordance with, or an alternative to, GAAP. The Company’s management believes that these measures provide investors with transparency by helping illustrate the underlying financial and business trends relating to the Company’s results of operations and financial condition and comparability between current and prior periods. Management uses the measures to establish and monitor budgets and operational goals and to evaluate the performance of the Company. Please see the “GAAP to Non-GAAP Reconciliation” table that accompanies this document for a full reconciliation of the Company’s GAAP to non-GAAP results.

About Keurig Green Mountain, Inc.

As a leader in specialty coffee, coffee makers, teas and other beverages, Keurig Green Mountain (NASDAQ: GMCR), is recognized for its award-winning beverages, innovative brewing technology, and socially responsible business practices. The Company has inspired consumer passion for its products by revolutionizing beverage preparation at home and in the workplace. Keurig supports local and global communities by investing in sustainably-grown coffee and by its active involvement in a variety of social and environmental projects. By helping consumers drink for themselves, we believe we can brew a better world. For more information visit: www.KeurigGreenMountain.com. To purchase Keurig® products visit: www.Keurig.com or www.Keurig.ca.

Keurig routinely posts information that may be of importance to investors in the Investor Relations section of its website, www.KeurigGreenMountain.com, including news releases and its complete financial statements, as filed with the SEC. The Company encourages investors to consult this section of its website regularly for important information and news. Additionally, by subscribing to the Company’s automatic email news release delivery, individuals can receive news directly from Keurig as it is released.

Forward-Looking Statements

Certain information in this press release constitutes “forward-looking statements.” Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “seeks” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could,” “may,” “aims,” “intends,” or “projects.” However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. These statements may relate to: the expected impact of raw material costs and our pricing actions on our results of operations and gross

margins, expected trends in net sales and earnings performance and other financial measures, estimates of future financial results, the expected productivity program charges and working capital improvements, the success of introducing and producing new product offerings, the impact of foreign exchange fluctuations, the adequacy of internally generated funds and existing sources of liquidity, such as the availability of bank financing, the expected results of operations of businesses acquired by us, our ability to issue debt or additional equity securities, projections for future capital expenditures, our expectations regarding purchasing shares of our common stock under the existing authorizations, projections of payment of dividends, the impact of pending and future stockholder claims and other litigation, and the impact of antitrust litigation pending against the Company in the United States and Canada. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Part I, “Item 1A. Risk Factors” and Part II “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our fiscal 2014 Annual Report filed on Form 10-K, elsewhere in that report and those described from time to time in our future reports filed with the Securities and Exchange Commission.

KGM-G

KEURIG GREEN MOUNTAIN, INC.

Unaudited Consolidated Balance Sheets

(Dollars in thousands, except per share data)

	June 27, 2015			September 27, 2014
Assets
Current assets:
Cash and cash equivalents	$	80,318		$	761,214
Restricted cash and cash equivalents	243			378
Short-term investment	—			100,000
Receivables, less uncollectible accounts and return allowances of $36,186 and $66,120 at June 27, 2015 and September 27, 2014, respectively	441,273			621,451
Inventories	688,695			835,167
Income taxes receivable	26,344			—
Other current assets	98,950			69,272
Deferred income taxes, net	62,203			58,038
Total current assets	1,398,026			2,445,520

Fixed assets, net	1,324,408			1,171,425
Intangibles, net	454,786			365,444
Goodwill	773,825			755,895
Deferred income taxes, net	233			131
Long-term restricted cash	24,967			—
Other long-term assets	18,242			58,892

Total assets	$	3,994,487		$	4,797,307

Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	302		$	19,077
Current portion of capital lease and financing obligations	3,184			2,226
Accounts payable	264,860			411,107
Accrued expenses	207,305			305,677
Income tax payable	—			53,586
Dividend payable	44,281			40,580
Deferred income taxes, net	270			340
Other current liabilities	4,521			10,395
Total current liabilities	524,723			842,988

Long-term debt, less current portion	295,205			140,937
Capital lease and financing obligations, less current portion	114,819			116,240
Deferred income taxes, net	208,140			202,936
Other long-term liabilities	53,277			23,085

Commitments and contingencies

Redeemable noncontrolling interests	4,466			12,440

Stockholders’ equity:
Preferred stock, $0.10 par value: Authorized - 1,000,000 shares; No shares issued or outstanding	—			—
Common stock, $0.10 par value: Authorized - 500,000,000 shares; Issued and outstanding - 154,021,260 and 162,318,246 shares at June 27, 2015 and September 27, 2014, respectively	15,402			16,232
Additional paid-in capital	962,349			1,808,881
Retained earnings	1,964,095			1,687,619
Accumulated other comprehensive loss	(147,989		)	(54,051		)
Total stockholders’ equity	2,793,857			3,458,681

Total liabilities and stockholders’ equity	$	3,994,487		$	4,797,307

KEURIG GREEN MOUNTAIN, INC.

Unaudited Consolidated Statements of Operations

(Dollars in thousands except per share data)

	Thirteen weeks ended						Thirty-nine weeks ended
	June 27, 2015			June 28, 2014			June 27, 2015			June 28, 2014
Net sales	$	969,525		$	1,022,371		$	3,483,067		$	3,512,113
Cost of sales	620,265			577,779			2,210,877			2,146,042
Gross profit	349,260			444,592			1,272,190			1,366,071

Selling and operating expenses	115,040			127,855			427,902			421,075
General and administrative expenses	72,861			85,390			223,025			226,537
Operating income	161,359			231,347			621,263			718,459

Other income, net	1,997			253			2,347			1,935
(Loss) gain on financial instruments, net	(1,814		)	(2,843		)	5,110			4,618
Gain (loss) on foreign currency, net	1,706			8,849			(16,178		)	(10,423		)
Interest expense	(386		)	(2,441		)	(1,754		)	(8,056		)
Income before income taxes	162,862			235,165			610,788			706,533

Income tax expense	(49,156		)	(79,789		)	(206,822		)	(250,369		)
Net income	$	113,706		$	155,376		$	403,966		$	456,164

Net income attributable to noncontrolling interests	85			225			287			702

Net income attributable to Keurig	$	113,621		$	155,151		$	403,679		$	455,462

Net income attributable to Keurig per common share:
Basic	$	0.74		$	0.95		$	2.55		$	2.93
Diluted	$	0.73		$	0.94		$	2.52		$	2.88

Cash dividends declared per common share	$	0.2875		$	0.25		$	0.8625		$	0.75

Weighted-average common shares outstanding:
Basic	154,052,575			162,695,801			158,402,095			155,267,136
Diluted	155,597,520			164,693,146			160,106,729			157,922,095

KEURIG GREEN MOUNTAIN, INC.

Unaudited Consolidated Statements of Cash Flows

(Dollars in thousands)

	Thirty-nine			Thirty-nine
	weeks ended			weeks ended
	June 27, 2015			June 28, 2014
Cash flows from operating activities:
Net income	$	403,966		$	456,164
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of fixed assets	154,338			159,189
Amortization of intangibles	35,768			32,628
Amortization of deferred financing fees	4,238			4,238
Unrealized (gain) loss on foreign currency, net	1,184			5,869
Loss (gain) on disposal of fixed assets	489			(603		)
Provision for doubtful accounts	4,020			2,294
Provision for sales returns	86,999			65,853
Gain on derivatives, net	(12,968		)	(2,082		)
Excess tax benefits from equity-based compensation plans	(21,082		)	(52,659		)
Deferred income taxes	5,936			(1,206		)
Deferred compensation and stock compensation	31,292			23,488
Other	2,199			1,020
Changes in assets and liabilities, net of acquisition:
Receivables	84,360			14,579
Inventories	137,718			34,433
Income tax receivable/payable, net	(59,324		)	62,656
Other current assets	(30,166		)	2,622
Other long-term assets, net	917			2,851
Accounts payable and accrued expenses	(222,979		)	28,117
Other current liabilities	(1,084		)	(10,419		)
Other long-term liabilities	4,281			(5,264		)
Net cash provided by operating activities	610,102			823,768

Cash flows from investing activities:
Change in restricted cash	135			90
Maturity of short-term investment	100,000			—
Acquisition, net of cash acquired	(180,698		)	—
Capital expenditures for fixed assets	(338,124		)	(221,887		)
Purchase of long-term investment	—			(10,000		)
Other investing activities	(1,353		)	1,235
Net cash used in investing activities	(420,040		)	(230,562		)

Cash flows from financing activities:
Net change in revolving line of credit	150,000			—
Proceeds from sale of common stock	—			1,348,414
Proceeds from issuance of common stock under compensation plans	18,618			33,143
Repurchase of common stock	(918,356		)	(997,386		)
Excess tax benefits from equity-based compensation plans	21,082			52,659
Payments on capital lease and financing obligations	(2,193		)	(1,444		)
Repayment of long-term debt	(14,355		)	(9,798		)
Dividends paid	(131,425		)	(77,705		)
Other financing activities	(340		)	(436		)
Net cash (used in) provided by financing activities	(876,969		)	347,447

Effect of exchange rate changes on cash and cash equivalents	6,011			2,966

Net (decrease) increase in cash and cash equivalents	(680,896		)	943,619
Cash and cash equivalents at beginning of period	761,214			260,092
Cash and cash equivalents at end of period	$	80,318		$	1,203,711

Supplemental disclosures of cash flow information:
Fixed asset purchases included in accounts payable and not disbursed at the end of each period	$	42,792		$	59,646
Dividends declared not paid at the end of each period	$	44,281		$	40,653
Noncash investing and financing activities:
Fixed assets acquired under capital lease and financing obligations	$	375		$	33,821

KEURIG GREEN MOUNTAIN, INC.

GAAP to Non-GAAP Reconciliation

(Dollars in thousands, except per share data)

	Thirteen weeks ended
	June 27, 2015			June 28, 2014
Selling and operating expenses	$	115,040		$	127,855
General and administrative expenses	72,861			85,390
Total SG&A	$	187,901		$	213,245
Expenses related to SEC inquiry (1)	—			(1,181		)
Amortization of identifiable intangibles (2)	(12,600		)	(10,686		)
Expenses related to antitrust litigation (3)	(2,310		)	—
Non-GAAP SG&A	$	172,991		$	201,378

	Thirteen weeks ended
	June 27, 2015		June 28, 2014
Operating income	$	161,359	$	231,347
Expenses related to SEC inquiry (1)	—		1,181
Amortization of identifiable intangibles (2)	12,600		10,686
Expenses related to antitrust litigation (3)	2,310		—
Non-GAAP operating income	$	176,269	$	243,214

	Thirteen weeks ended
	June 27, 2015		June 28, 2014
Net income attributable to Keurig	$	113,621	$	155,151
After tax:
Expenses related to SEC inquiry (1)	—		762
Amortization of identifiable intangibles (2)	9,435		7,270
Expenses related to antitrust litigation (3)	1,612		—
Non-GAAP net income attributable to Keurig	$	124,668	$	163,183

	Thirteen weeks ended
	June 27, 2015		June 28, 2014
Diluted income per share (EPS)	$	0.73	$	0.94
After tax:
Expenses related to SEC inquiry (1)	—		—
Amortization of identifiable intangibles (2)	0.06		0.04
Expenses related to antitrust litigation (3)	0.01		—
Non-GAAP EPS	$	0.80	$	0.99	*

	*does not sum due to rounding
(1)	Represents legal and accounting expenses related to the SEC inquiry and pending securities and stockholder derivative class action litigation classified as general and administrative expense.
(2)	Represents the amortization of intangibles related to the Company’s acquisitions classified as general and administrative expense.
(3)	Represents legal expenses related to antitrust litigation classified as general and administrative expense.

KEURIG GREEN MOUNTAIN, INC.

GAAP to Non-GAAP Reconciliation

(Dollars in thousands, except per share data)

	Thirty-nine weeks ended
	June 27, 2015			June 28, 2014
Selling and operating expenses	$	427,902		$	421,075
General and administrative expenses	223,025			226,537
Total SG&A	$	650,927		$	647,612
Expenses related to SEC inquiry (1)	(1,442		)	(2,099		)
Amortization of identifiable intangibles (2)	(35,768		)	(32,627		)
Expenses related to antitrust litigation (3)	(5,542		)	—
Non-GAAP SG&A	$	608,175		$	612,886

	Thirty-nine weeks ended
	June 27, 2015		June 28, 2014
Operating income	$	621,263	$	718,459
Expenses related to SEC inquiry (1)	1,442		2,099
Amortization of identifiable intangibles (2)	35,768		32,627
Expenses related to antitrust litigation (3)	5,542		—
Non-GAAP operating income	$	664,015	$	753,185

	Thirty-nine weeks ended
	June 27, 2015		June 28, 2014
Net income attributable to Keurig	$	403,679	$	455,462
After tax:
Expenses related to SEC inquiry (1)	927		1,347
Amortization of identifiable intangibles (2)	26,227		22,246
Expenses related to antitrust litigation (3)	3,699		—
Non-GAAP net income attributable to Keurig	$	434,532	$	479,055

	Thirty-nine weeks ended
	June 27, 2015		June 28, 2014
Diluted income per share (EPS)	$	2.52	$	2.88
After tax:
Expenses related to SEC inquiry (1)	0.01		0.01
Amortization of identifiable intangibles (2)	0.16		0.14
Expenses related to antitrust litigation (3)	0.02		—
Non-GAAP EPS	$	2.71	$	3.03

(1)	Represents legal and accounting expenses related to the SEC inquiry and pending securities and stockholder derivative class action litigation classified as general and administrative expense.
(2)	Represents the amortization of intangibles related to the Company’s acquisitions classified as general and administrative expense.
(3)	Represents legal expenses related to antitrust litigation classified as general and administrative expense.

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