Keurig Green Mountain (GMCR) 10-Q 2015 Q2 Quarterly report

FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the thirteen weeks ended March 28, 2015

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from                      to                     

Keurig Green Mountain, Inc.

Commission file number 1-12340

Delaware	03-0339228
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

33 Coffee Lane, Waterbury, Vermont 05676

(Address of principal executive offices)  (Zip code)

(802) 244-5621

(Registrants’ telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES x NO o

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

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller Reporting Company o

Indicate by check mark whether the Registrant is a shell company (as defined in rule 12b-2 of the Exchange Act)  YES o NO x

As of April 30, 2015, 153,968,949 shares of common stock of the registrant were outstanding.

KEURIG GREEN MOUNTAIN, INC.

Form 10-Q

For the Thirteen Weeks Ended March 28, 2015

Table of Contents

		Page
PART I.  FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Unaudited Consolidated Balance Sheets	2
	Unaudited Consolidated Statements of Operations	3
	Unaudited Consolidated Statements of Comprehensive Income	4
	Unaudited Consolidated Statement of Changes in Stockholders’ Equity	6
	Unaudited Consolidated Statements of Cash Flows	7
	Notes to Unaudited Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	47
PART II.  OTHER INFORMATION		48
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 6.	Exhibits	48
Signatures		49

Part I.  Financial Information

Item 1.  Financial Statements

1

KEURIG GREEN MOUNTAIN, INC.

Unaudited Consolidated Balance Sheets

(Dollars in thousands, except per share data)

	March 28, 2015			September 27, 2014
Assets
Current assets:
Cash and cash equivalents	$	97,553		$	761,214
Restricted cash and cash equivalents	29,474			378
Short-term investment	—			100,000
Receivables, less uncollectible accounts and return allowances of $48,581 and $66,120 at March 28, 2015 and September 27, 2014, respectively	524,327			621,451
Inventories	724,727			835,167
Income taxes receivable	15,548			—
Other current assets	73,533			69,272
Deferred income taxes, net	60,888			58,038
Total current assets	1,526,050			2,445,520
Fixed assets, net	1,287,640			1,171,425
Intangibles, net	457,719			365,444
Goodwill	764,352			755,895
Deferred income taxes, net	206			131
Other long-term assets	18,718			58,892
Total assets	$	4,054,685		$	4,797,307
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	22,159		$	19,077
Current portion of capital lease and financing obligations	2,900			2,226
Accounts payable	279,463			411,107
Accrued expenses	236,328			305,677
Income tax payable	—			53,586
Dividend payable	44,258			40,580
Deferred income taxes, net	350			340
Other current liabilities	10,430			10,395
Total current liabilities	595,888			842,988
Long-term debt, less current portion	393,293			140,937
Capital lease and financing obligations, less current portion	115,711			116,240
Deferred income taxes, net	200,004			202,936
Other long-term liabilities	52,123			23,085
Commitments and contingencies
Redeemable noncontrolling interests	4,349			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 - 153,941,018 and 162,318,246 shares at March 28, 2015 and September 27, 2014, respectively	15,394			16,232
Additional paid-in capital	948,801			1,808,881
Retained earnings	1,894,731			1,687,619
Accumulated other comprehensive loss	(165,609		)	(54,051		)
Total stockholders’ equity	2,693,317			3,458,681
Total liabilities and stockholders’ equity	$	4,054,685		$	4,797,307

The accompanying Notes to the Unaudited Consolidated Financial Statements are an integral part of these interim financial statements.

2

KEURIG GREEN MOUNTAIN, INC.

Unaudited Consolidated Statements of Operations

(Dollars in thousands, except per share data)

	Thirteen weeks ended						Twenty-six weeks ended
	March 28, 2015			March 29, 2014			March 28, 2015			March 29, 2014
Net sales	$	1,127,184		$	1,103,072		$	2,513,542		$	2,489,742
Cost of sales	668,376			645,640			1,590,612			1,568,263
Gross profit	458,808			457,432			922,930			921,479
Selling and operating expenses	136,340			125,005			312,862			293,220
General and administrative expenses	78,491			71,941			150,164			141,147
Operating income	243,977			260,486			459,904			487,112
Other income, net	169			1,253			350			1,682
Gain on financial instruments, net	3,579			2,900			6,924			7,461
Loss on foreign currency, net	(8,813		)	(8,722		)	(17,884		)	(19,272		)
Interest expense	(281		)	(2,995		)	(1,368		)	(5,615		)
Income before income taxes	238,631			252,922			447,926			471,368
Income tax expense	(83,050		)	(90,609		)	(157,666		)	(170,580		)
Net income	$	155,581		$	162,313		$	290,260		$	300,788
Net income attributable to noncontrolling interests	102			229			202			477
Net income attributable to Keurig	$	155,479		$	162,084		$	290,058		$	300,311
Net income attributable to Keurig per common share:
Basic	$	0.98		$	1.05		$	1.81		$	1.98
Diluted	$	0.97		$	1.03		$	1.79		$	1.94
Cash dividends declared per common share	$	0.2875		$	0.25		$	0.5750		$	0.50
Weighted-average common shares outstanding:
Basic	158,969,696			153,945,441			160,575,947			151,552,422
Diluted	160,633,437			157,463,096			162,362,574			154,525,749

The accompanying Notes to the Unaudited Consolidated Financial Statements are an integral part of these interim financial statements.

3

KEURIG GREEN MOUNTAIN, INC.

Unaudited Consolidated Statements of Comprehensive Income

(Dollars in thousands)

	Thirteen weeks ended									Thirteen weeks ended
	March 28, 2015									March 29, 2014
	Pre-tax			Tax (expense) benefit			After-tax			Pre-tax			Tax (expense) benefit			After-tax
Net income							$	155,581								$	162,313
Other comprehensive income (loss):
Cash flow hedges:
Unrealized gains arising during the period	$	708		$	(262	)	$	446		$	18,887		$	(7,613	)	$	11,274
(Gains) losses reclassified to net income	(7,053		)	2,830			(4,223		)	1,167			(479		)	688
Foreign currency translation adjustments	(77,021		)	—			(77,021		)	(20,748		)	—			(20,748		)
Other comprehensive loss	$	(83,366	)	$	2,568		$	(80,798	)	$	(694	)	$	(8,092	)	$	(8,786	)
Total comprehensive income							74,783									153,527
Total comprehensive income attributable to noncontrolling interests							504									(218		)
Total comprehensive income attributable to Keurig							$	74,279								$	153,745

The accompanying Notes to the Unaudited Consolidated Financial Statements are an integral part of these interim financial statements.

4

KEURIG GREEN MOUNTAIN, INC.

Unaudited Consolidated Statements of Comprehensive Income

(Dollars in thousands)

	Twenty-six weeks ended									Twenty-six weeks ended
	March 28, 2015									March 29, 2014
	Pre-tax			Tax (expense) benefit			After-tax			Pre-tax			Tax (expense) benefit			After-tax
Net income							$	290,260								$	300,788
Other comprehensive income (loss):
Cash flow hedges:
Unrealized gains arising during the period	$	302		$	(88	)	$	214		$	18,256		$	(7,333	)	$	10,923
(Gains) losses reclassified to net income	(7,618		)	3,066			(4,552		)	1,442			(581		)	861
Foreign currency translation adjustments	(107,320		)	—			(107,320		)	(46,244		)	—			(46,244		)
Other comprehensive loss	$	(114,636	)	$	2,978		$	(111,658	)	$	(26,546	)	$	(7,914	)	$	(34,460	)
Total comprehensive income							178,602									266,328
Total comprehensive income attributable to noncontrolling interests							100									(576		)
Total comprehensive income attributable to Keurig							$	178,502								$	266,904

The accompanying Notes to the Unaudited Consolidated Financial Statements are an integral part of these interim financial statements.

5

KEURIG GREEN MOUNTAIN, INC.

Unaudited Consolidated Statement of Changes in Stockholders’ Equity

For the Twenty-six Weeks Ended March 28, 2015

(Dollars in thousands)

												Accumulated
												other
	Common stock					Additional paid-			Retained			comprehensive			Stockholders’
	Shares		Amount			in capital			earnings			loss			equity
Balance at September 27, 2014	162,318,246		$	16,232		$	1,808,881		$	1,687,619		$	(54,051	)	$	3,458,681
Options exercised	387,268		39			7,076			—			—			7,115
Restricted stock awards and units	193,436		19			(19		)	—			—			—
Issuance of common stock under employee stock purchase plan	82,499		8			7,932			—			—			7,940
Repurchase of common stock	(9,040,431	)	(904		)	(917,452		)	—			—			(918,356		)
Stock compensation expense	—		—			21,491			—			—			21,491
Tax benefit from equity-based compensation plans	—		—			20,493			—			—			20,493
Deferred compensation expense	—		—			399			—			—			399
Adjustment of redeemable noncontrolling interests to redemption value	—		—			—			7,923			—			7,923
Other comprehensive loss, net of tax	—		—			—			—			(111,558		)	(111,558		)
Net income attributable to Keurig	—		—			—			290,058			—			290,058
Cash dividends declared	—		—			—			(90,869		)	—			(90,869		)
Balance at March 28, 2015	153,941,018		$	15,394		$	948,801		$	1,894,731		$	(165,609	)	$	2,693,317

The accompanying Notes to the Unaudited Consolidated Financial Statements are an integral part of these interim financial statements.

6

KEURIG GREEN MOUNTAIN, INC.

Unaudited Consolidated Statements of Cash Flows

(Dollars in thousands)

	Twenty-six			Twenty-six
	weeks ended			weeks ended
	March 28,			March 29,
	2015			2014
Cash flows from operating activities:
Net income	$	290,260		$	300,788
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of fixed assets	101,721			104,222
Amortization of intangibles	23,168			21,942
Amortization of deferred financing fees	2,826			2,826
Unrealized loss on foreign currency, net	11,439			18,089
Loss (gain) on disposal of fixed assets	469			(842		)
Provision for doubtful accounts	4,473			1,575
Provision for sales returns	63,301			51,747
Gain on derivatives, net	(9,543		)	(9,954		)
Excess tax benefits from equity-based compensation plans	(20,489		)	(46,170		)
Deferred income taxes	(141		)	(80		)
Deferred compensation and stock compensation	21,890			15,882
Other	2,148			(196		)
Changes in assets and liabilities, net of acquisition:
Receivables	23,387			(20,697		)
Inventories	99,460			219,417
Income tax receivable/payable, net	(49,177		)	27,408
Other current assets	(4,131		)	3,051
Other long-term assets, net	887			(498		)
Accounts payable and accrued expenses	(197,573		)	(83,137		)
Other current liabilities	4,252			(9,133		)
Other long-term liabilities	(662		)	(2,620		)
Net cash provided by operating activities	367,965			593,620
Cash flows from investing activities:
Change in restricted cash	(272		)	128
Maturity of short-term investment	100,000			—
Acquisition, net of cash acquired	(180,698		)	—
Capital expenditures for fixed assets	(234,842		)	(118,978		)
Purchase of long-term investment	—			(10,000		)
Other investing activities	(517		)	1,207
Net cash used in investing activities	(316,329		)	(127,643		)
Cash flows from financing activities:
Net change in revolving line of credit	265,000			—
Proceeds from sale of common stock	—			1,243,028
Proceeds from issuance of common stock under compensation plans	15,055			26,441
Repurchase of common stock	(918,356		)	(880,816		)
Excess tax benefits from equity-based compensation plans	20,489			46,170
Payments on capital lease and financing obligations	(1,545		)	(954		)
Repayment of long-term debt	(9,381		)	(6,517		)
Dividends paid	(87,191		)	(37,220		)
Other financing activities	(266		)	(180		)
Net cash (used in) provided by financing activities	(716,195		)	389,952
Effect of exchange rate changes on cash and cash equivalents	898			(3,866		)
Net (decrease) increase in cash and cash equivalents	(663,661		)	852,063
Cash and cash equivalents at beginning of period	761,214			260,092
Cash and cash equivalents at end of period	$	97,553		$	1,112,155
Supplemental disclosures of cash flow information:
Fixed asset purchases included in accounts payable and not disbursed at the end of each period	$	58,991		$	43,431
Dividends declared not paid at the end of each period	$	44,258		$	40,483
Noncash investing and financing activities:
Fixed assets acquired under capital lease and financing obligations	$	375		$	25,930

The accompanying Notes to the Unaudited Consolidated Financial Statements are an integral part of these interim financial statements.

7

Keurig Green Mountain, Inc.

Notes to Unaudited Consolidated Financial Statements

1.Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements.

The September 27, 2014 balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.  For further information, refer to the consolidated financial statements and the footnotes included in Keurig Green Mountain’s Annual Report on Form 10-K for the fiscal year ended September 27, 2014.  Throughout this presentation, we refer to the consolidated company as the “Company” or “Keurig” and, unless otherwise noted, the information provided is on a consolidated basis.

In the opinion of management, all adjustments considered necessary for a fair statement of the interim financial data have been included.  Interim results may not be indicative of results for a full year.  Historically, in addition to variations resulting from the holiday season, sales may vary from quarter-to-quarter due to a variety of other factors including, but not limited to, the cost of green coffee, competitor initiatives, marketing programs and weather.

2.Segment Reporting

Segment information is prepared on the same basis that our CEO, who is our chief operating decision maker, manages the business, evaluates financial results, and makes key operating decisions.  The structure includes a Domestic segment containing all U.S. Operations and immaterial operations related to international expansion, and a Canada segment containing all Canadian operations.

The Domestic segment sells brewers, accessories, and sources, produces and sells coffee, hot cocoa, teas and other beverages in K-Cup®, Vue®, Rivo®, K-Carafe™ and Bolt™ pods (“pods”, formerly referred to as portion packs) and coffee in more traditional packaging including bags and fractional packages to retailers including supermarkets, department stores, mass merchandisers, club stores, and convenience stores; to restaurants, hospitality accounts, office coffee distributors, and partner brand owners; and to consumers through the Company’s website.  Substantially all of the Domestic segment’s distribution to major retailers is processed by fulfillment entities which receive and fulfill sales orders and invoice certain retailers primarily in the At Home (“AH”) channel.  The Domestic segment also earns royalty income from pods sold by a third-party licensed roaster.

The Canada segment sells brewers, accessories, and sources, produces and sells coffee and teas and other beverages in pods and coffee in more traditional packaging including bags, cans and fractional packages under a variety of brands to retailers including supermarkets, department stores, mass merchandisers, club stores, through office coffee services to offices, convenience stores, restaurants, hospitality accounts, and to consumers through its website.

Management evaluates the performance of the Company’s operating segments based on several factors, including net sales to external customers and operating income.  Net sales are recorded on a segment basis and intersegment sales are eliminated as part of the financial consolidation process.  Operating income represents gross profit less selling, operating, general and administrative expenses.  The Company’s manufacturing operations occur within both the Domestic and Canada segments, and the costs of manufacturing are recognized in cost of sales in the operating segment in which the sale occurs.  Information system technology services are mainly centralized while finance and accounting functions are primarily decentralized.  Expenses consisting primarily of compensation and depreciation related to certain centralized administrative functions, including information system technology, are allocated to the operating segments.

Expenses not specifically related to an operating segment are presented under “Corporate Unallocated.”  Corporate Unallocated expenses are comprised mainly of the compensation and other related expenses of certain of the Company’s senior executive officers and other selected employees who perform duties related to the entire enterprise.  Corporate Unallocated expenses also include depreciation for corporate headquarters, corporate sustainability expenses, interest expense not directly attributable to an operating segment, the majority of foreign exchange gains or losses, legal expenses, and compensation of the Board of Directors.

8

The following tables summarize selected financial data for segment disclosures for the thirteen and twenty-six weeks ended March 28, 2015 and March 29, 2014, respectively:

	Thirteen weeks ended March 28, 2015
	(Dollars in thousands)
	Domestic		Canada		Corporate- Unallocated			Consolidated
Net sales	$	1,000,550	$	126,634	$	—		$	1,127,184
Operating income (loss)	$	268,903	$	18,397	$	(43,323	)	$	243,977
Depreciation and amortization	$	48,052	$	12,746	$	2,932		$	63,730
Stock compensation	$	5,456	$	525	$	5,119		$	11,100
	Thirteen weeks ended March 29, 2014
	(Dollars in thousands)
	Domestic		Canada		Corporate- Unallocated			Consolidated
Net sales	$	970,268	$	132,804	$	—		$	1,103,072
Operating income (loss)	$	278,030	$	20,758	$	(38,302	)	$	260,486
Depreciation and amortization	$	49,655	$	15,275	$	2,086		$	67,016
Stock Compensation	$	3,945	$	730	$	3,962		$	8,637
	Twenty-six weeks ended March 28, 2015
	(Dollars in thousands)
	Domestic		Canada		Corporate- Unallocated			Consolidated
Net Sales	$	2,216,008	$	297,534	$	—		$	2,513,542
Operating income (loss)	$	505,504	$	39,985	$	(85,585	)	$	459,904
Depreciation and amortization	$	92,638	$	26,605	$	5,646		$	124,889
Stock compensation	$	11,287	$	1,248	$	8,956		$	21,491

9

	Twenty-six weeks ended March 29, 2014
	(Dollars in thousands)
					Corporate-
	Domestic		Canada		Unallocated			Consolidated
Net Sales	$	2,162,134	$	327,608	$	—		$	2,489,742
Operating income (loss)	$	510,830	$	52,731	$	(76,449	)	$	487,112
Depreciation and amortization	$	89,781	$	31,963	$	4,420		$	126,164
Stock compensation	$	7,651	$	1,760	$	6,308		$	15,719

The following table reconciles operating segments and corporate-unallocated operating income (loss) to consolidated income before income taxes, as presented in the Unaudited Consolidated Statements of Operations (in thousands):

	Thirteen weeks ended						Twenty-six weeks ended
	March 28, 2015			March 29, 2014			March 28, 2015			March 29, 2014
Operating income	$	243,977		$	260,486		$	459,904		$	487,112
Other income, net	169			1,253			350			1,682
Gain on financial instruments, net	3,579			2,900			6,924			7,461
Loss on foreign currency, net	(8,813		)	(8,722		)	(17,884		)	(19,272		)
Interest expense	(281		)	(2,995		)	(1,368		)	(5,615		)
Income before income taxes	$	238,631		$	252,922		$	447,926		$	471,368

3.Inventories

Inventories consisted of the following (in thousands) as of:

	March 28,		September 27,
	2015		2014
Raw materials and supplies	$	211,590	$	169,858
Finished goods	513,137		665,309
	$	724,727	$	835,167

At March 28, 2015, the Company had approximately $426.0 million in green coffee purchase commitments, of which approximately 94% had a fixed price.  These commitments primarily extend through fiscal 2017.  The value of the variable portion of these commitments was calculated using an average “C” price of coffee of $1.52 per pound at March 28, 2015.  In addition to its green coffee commitments, the Company had approximately $94.7 million in fixed price brewer and related accessory purchase commitments and $1,081.0 million in production raw material commitments at March 28, 2015.  The Company believes, based on relationships established with its suppliers, that the risk of non-delivery on such purchase commitments is remote.

10

As of March 28, 2015, minimum future inventory purchase commitments were as follows (in thousands):

	Inventory
	Purchase
Fiscal Year	Obligations(1)
Remainder of 2015	$	491,387
2016	380,423
2017	266,652
2018	277,349
2019	120,123
Thereafter	65,762
	$	1,601,696

(1)Certain purchase obligations are determined based on a contractual percentage of forecasted volumes.

11

4.Acquisition

On December 18, 2014, the Company, through its wholly owned subsidiary Keurig International S.à.r.l., acquired all of the outstanding equity of MDS Global Holding p.l.c. (“Bevyz”), a manufacturer and distributor of an all-in-one drink system, for total cash consideration of $180.7 million, net of cash acquired.  The Company currently intends to hold the rights to the technology acquired to prevent others from using such technology.  Such defensive action likely contributes to the value of the Company’s Keurig® Kold beverage system.  The goodwill represents the excess value of the purchase price over the aggregate value of the tangible and intangible assets acquired.  The goodwill primarily represents the intangible assets that do not qualify for separate recognition, such as expected synergies from combined operations and assembled workforces, and the future development initiatives of the assembled workforces.  The goodwill and intangible assets recognized in the acquisition are not deductible for tax purposes.

Prior to the acquisition, the Company owned approximately 15% of the outstanding equity of Bevyz.  The Company has completed its valuation of the fair value of the business acquired and the acquisition date fair value of the Company’s previously held equity interest in Bevyz with the exception of the tax impact of the transaction.  The valuation was based on the market approach, specifically prior transactions in shares of Bevyz.  As a result, during the second quarter ended March 28, 2015, a $1.5 million loss was recognized on the Company’s previously held equity interest and recognized in other income, net in the accompanying unaudited consolidated statements of operations.  Amortizable intangible assets acquired, valued at the date of acquisition, include approximately $161.7 million for defensive intangible assets, $3.8 million for non-compete agreements and $1.6 million for contractual agreements.  Amortizable intangible assets are amortized on a straight-line basis over their respective useful lives, and the weighted-average amortization period is 12.8 years.

The following summarizes the allocation of fair value (in thousands):

Accounts receivable	$	218
Inventories	743
Other current assets	504
Fixed assets	2,370
Other long-term assets	247
Intangibles	167,085
Goodwill	60,179
Accounts payable and accrued expenses	(5,911		)
Capital lease obligation	(763		)
Deferred tax liability	(8,325		)
Other long-term liabilities	(1,274		)
Total estimated fair value net assets acquired	215,073
Less fair value of previously held equity interest in Bevyz	(34,375		)
Total cash paid, net of cash acquired	$	180,698

Acquisition costs of $1.5 million were expensed as incurred and recognized in general and administrative expenses in the first quarter of fiscal 2015.  Approximately $28.8 million of the purchase price was held in escrow at March 28, 2015 and is included in restricted cash and other long-term liabilities.  The revenue and earnings of Bevyz since acquisition and the proforma financial statements are immaterial.  For information on the assignment of goodwill to our operating segments, see Note 6, Goodwill and Intangible Assets.

12

5.Fixed Assets

Fixed assets consisted of the following (in thousands) as of:

		March 28,			September 27,
	Useful Life in Years	2015			2014
Production equipment	1-15	$	786,635		$	779,850
Coffee service equipment	3-7	55,349			61,029
Computer equipment and software	1-10	228,375			177,878
Land	Indefinite	12,256			12,767
Building and building improvements	4-30	246,478			238,945
Furniture and fixtures	1-15	35,756			36,899
Vehicles	4-5	12,161			13,032
Leasehold improvements	1-20 or remaining life of lease, whichever is less	95,960			95,373		��
Assets acquired under capital leases	5-15	41,981			41,200
Construction-in-progress		424,572			308,976
Total fixed assets		$	1,939,523		$	1,765,949
Accumulated depreciation and amortization		(651,883		)	(594,524		)
		$	1,287,640		$	1,171,425

Assets acquired under capital leases, net of accumulated amortization, were $33.5 million and $34.1 million at March 28, 2015 and September 27, 2014, respectively.

Total depreciation and amortization expense relating to all fixed assets was $50.7 million and $56.2 million for the thirteen weeks ended March 28, 2015 and March 29, 2014, respectively.  Total depreciation and amortization expense relating to all fixed assets was $101.7 million and $104.2 million for the twenty-six weeks ended March 28, 2015 and March 29, 2014, respectively.

6.Goodwill and Intangible Assets

The following represented the change in the carrying amount of goodwill by segment for the twenty-six weeks ended March 28, 2015 (in thousands):

	Domestic			Canada			Total
Balance at September 27, 2014	$	369,353		$	386,542		$	755,895
Foreign currency effect	(7,086		)	(44,636		)	(51,722		)
Acquisition of Bevyz (see Note 4, Acquisition)	60,179			—			60,179
Balance at March 28, 2015	$	422,446		$	341,906		$	764,352

Indefinite-lived intangible assets included in the Canada segment consisted of the following (in thousands) as of:

	March 28, 2015		September 27, 2014
Trade names	$	79,835	$	90,257

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Intangible Assets Subject to Amortization

Definite-lived intangible assets included in the Domestic segment and Canada segment consisted of the following (in thousands) as of:

		March 28, 2015					September 27, 2014
	Useful Life in	Gross Carrying		Accumulated			Gross Carrying		Accumulated
	Years	Amount		Amortization			Amount		Amortization
Acquired technology	4-15	$	17,864	$	(14,532	)	$	16,501	$	(13,713	)
Defensive intangible assets(1)	13	142,709		(2,956		)	—		—
Customer and roaster agreements	10-11	8,308		(5,416		)	8,939		(5,303		)
Customer relationships	2-16	356,271		(145,310		)	390,563		(141,163		)
Trade names	5-11	35,514		(17,581		)	35,911		(16,548		)
Non-compete agreements	3	3,310		(297		)	—		—
Total		$	563,976	$	(186,092	)	$	451,914	$	(176,727	)

(1)See Note 4, Acquisition for discussion of defensive intangible assets acquired in connection with Bevyz acquisition.

Definite-lived intangible assets are amortized on a straight-line basis over the period of expected economic benefit.  Total amortization expense was $13.1 million and $10.7 million for the thirteen weeks ended March 28, 2015 and March 29, 2014, respectively.  Total amortization expense was $23.2 million and $21.9 million for the twenty-six weeks ended March 28, 2015 and March 29, 2014, respectively.

The estimated aggregate amortization expense for the remainder of fiscal 2015, for each of the next five years and thereafter, is as follows (in thousands):

Fiscal Year	Amortization Expense
Remainder of 2015	$	24,842
2016	49,028
2017	47,630
2018	46,782
2019	46,427
2020	42,332
Thereafter	120,843

7.Product Warranties

The Company offers a one-year warranty on all Keurig® hot beverage system brewers it sells.  The Company provides for the estimated cost of product warranties, primarily using historical information and repair or replacement costs, at the time product revenue is recognized.  Brewer failures may arise in the later part of the warranty period, and actual warranty costs may exceed the reserve.  As the Company has grown, it has added significantly to its product testing, quality control infrastructure and overall quality processes.  Nevertheless, as the Company continues to innovate, and its products become more complex, both in design and componentry, product performance may modulate, causing warranty rates to possibly fluctuate going forward.  As a result, future warranty claims rates may be higher or lower than the Company is currently experiencing and for which the Company is currently providing in its warranty reserve.

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The changes in the carrying amount of product warranties for the thirteen and twenty-six weeks ended March 28, 2015 and March 29, 2014 are as follows (in thousands):

	Thirteen weeks ended						Twenty-six weeks ended
	March 28, 2015			March 29, 2014			March 28, 2015			March 29, 2014
Balance, beginning of period	$	19,680		$	12,791		$	12,850		$	7,804
Provision related to current period	5,795			4,834			19,961			15,064
Change in estimate	1,079			(2,425		)	1,079			(2,483		)
Usage	(8,627		)	(6,675		)	(15,963		)	(11,860		)
Balance, end of period	$	17,927		$	8,525		$	17,927		$	8,525

For the thirteen and twenty-six weeks ended March 28, 2015 the Company recorded recoveries of $0.5 million and $0.7 million, respectively.  For the thirteen and twenty-six weeks ended March 29, 2014 the Company recorded recoveries of $0.2 million and $0.7 million, respectively.  The recoveries are under agreements with suppliers and are recorded as a reduction of warranty expense.  The recoveries are not reflected in the provision charged to income in the table above.

8.Noncontrolling Interests

Noncontrolling interests (“NCI”) are evaluated by the Company and are shown as either a liability, temporary equity (shown between liabilities and equity) or as permanent equity depending on the nature of the redeemable features at amounts based on formulas specific to each entity.  Generally, mandatorily redeemable NCIs are classified as liabilities and non-mandatorily redeemable NCIs are classified as either temporary or permanent equity.  Redeemable NCIs that are not mandatorily redeemable are classified outside of stockholders’ equity in the Unaudited Consolidated Balance Sheets as temporary equity under the caption, Redeemable noncontrolling interests, and are measured at their redemption values at the end of each period.  If the redemption value is greater than the carrying value, an adjustment is recorded in retained earnings to record the NCI at its redemption value.

Net income attributable to NCIs reflects the portion of the net income of consolidated entities applicable to the NCI shareholders in the accompanying Unaudited Consolidated Statements of Operations.  The net income attributable to NCIs is classified in the Unaudited Consolidated Statements of Operations as part of consolidated net income and deducted from total consolidated net income to arrive at the net income attributable to the Company.

If a change in ownership of a consolidated subsidiary results in a loss of control or deconsolidation, any retained ownership interests are remeasured with the gain or loss reported to net earnings.

The changes in the temporary equity attributable to the redeemable NCI for the twenty-six weeks ended March 28, 2015 are as follows (in thousands):

	Equity attributable
	to redeemable
	noncontrolling interest
Balance at September 27, 2014	$	12,440
Net income	202
Adjustment to redemption value	(7,923		)
Cash distributions	(268		)
Other comprehensive loss	(102		)
Balance at March 28, 2015	$	4,349

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9.Derivative Financial Instruments

Cash Flow Hedges

The Company is exposed to certain risks relating to ongoing business operations.  The primary risks that are mitigated by financial instruments are interest rate risk, commodity price risk and foreign currency exchange rate risk.  The Company uses interest rate swaps to mitigate interest rate risk associated with the Company’s variable-rate borrowings, enters into coffee futures contracts to hedge future coffee purchase commitments of green coffee with the objective of minimizing cost risk due to market fluctuations, and uses foreign currency forward contracts to hedge the purchase and payment of green coffee purchase commitments denominated in non-functional currencies.

The Company designates these contracts as cash flow hedges and measures the effectiveness of these derivative instruments at each balance sheet date.  The effective portion of the derivatives’ gains or losses, resulting from changes in the fair value of these instruments is classified in accumulated other comprehensive income (loss), net of related tax effects and is reclassified from other comprehensive income (“OCI”) into earnings in the same period or periods during which the hedged transaction affects earnings.  Any ineffective portion of the derivatives’ gains or losses is recognized in earnings in the period such ineffectiveness occurs.  If it is determined that a derivative is not highly effective, the gain or loss is reclassified into earnings.

Fair Value Hedges

The Company occasionally enters into foreign currency forward contracts to hedge certain recognized liabilities in currencies other than the Company’s functional currency.  The Company designates these contracts as fair value hedges and measures the effectiveness of these derivative instruments at each balance sheet date.  The changes in the fair value of these instruments along with the changes in the fair value of the hedged liabilities are recognized in net gains or losses on foreign currency on the Unaudited Consolidated Statements of Operations.

Other Derivatives

The Company is also exposed to certain foreign currency and interest rate risks on an intercompany note with a foreign subsidiary denominated in Canadian currency.  At March 28, 2015, the Company had approximately 9 months remaining on a CDN $50.0 million cross currency swap to exchange interest payments and principal on the intercompany note.  This cross currency swap is not designated as a hedging instrument for accounting purposes and is recorded at fair value, with the changes in fair value recognized in the Unaudited Consolidated Statements of Operations.  Gains and losses resulting from the change in fair value are largely offset by the financial impact of the re-measurement of the intercompany note.  In accordance with the cross currency swap agreement, on a quarterly basis, the Company pays interest based on the three month Canadian Bankers’ Acceptance rate and receives interest based on the three month U.S. Libor rate.  Additional interest expense pursuant to the cross currency swap agreement for the thirteen and twenty-six weeks ended March 28, 2015 was $0.1 million and $0.4 million, respectively, and for the thirteen and twenty-six weeks ended March 29, 2014 was $0.3 million and $0.7 million, respectively.

The Company occasionally enters into foreign currency forward contracts and coffee futures contracts that qualify as derivatives, and are not designated as hedging instruments for accounting purposes in addition to the foreign currency forward contracts and coffee futures contracts noted above.  Contracts that are not designated as hedging instruments are recorded at fair value with the changes in fair value recognized in the Unaudited Consolidated Statements of Operations.

The Company is exposed to credit loss in the event of nonperformance by the counterparties to these financial instruments, however nonperformance is not anticipated.

The Company does not hold or use derivative financial instruments for trading or speculative purposes.

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The following table summarizes the fair value of the Company’s derivatives included on the Unaudited Consolidated Balance Sheets (in thousands):

	March 28, 2015			September 27, 2014			Balance Sheet Classification
Derivatives designated as cash flow hedges:
Interest rate swaps	$	(2,026	)	$	(3,371	)	Other current liabilities
Coffee futures	—			3,437			Other current assets
Foreign currency forward contracts	167			108			Other current assets
	$	(1,859	)	$	174
Derivatives not designated as hedges:
Cross currency swap	$	8,443		$	5,951		Other current assets
	$	8,443		$	5,951
Total	$	6,584		$	6,125

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Offsetting

Generally, all of the Company’s derivative instruments are subject to a master netting arrangement under which either party may offset amounts if the payment amounts are for the same transaction and in the same currency.  By election, the parties may agree to net other transactions.  In addition, the arrangements provide for the net settlement of all contracts through a single payment in a single currency in the event of default or termination of the contract.  The Company’s policy is to net all derivative assets and liabilities in the accompanying Unaudited Consolidated Balance Sheets when allowable by U.S. GAAP.

Additionally, the Company has elected to include all derivative assets and liabilities, including those not subject to a master netting arrangement, in the following offsetting tables.

Offsetting of financial assets and derivative assets as of March 28, 2015 and September 27, 2014 is as follows (in thousands):

			Gross			Net amount of		Gross amounts not offset in the
			amounts offset			assets presented		Unaudited Consolidated
	Gross		in the			in the		Balance Sheet
	amounts of		Unaudited			Unaudited				Cash
	recognized		Consolidated			Consolidated		Financial		collateral
	assets		Balance Sheet			Balance Sheet		instruments		received		Net amount
Derivative assets, as of March 28, 2015	$	8,610	$	—		$	8,610	$	—	$	—	$	8,610
Derivative assets, as of September 27, 2014	9,830		(334		)	9,496		—		—		9,496

Offsetting of financial liabilities and derivative liabilities as of March 28, 2015 and September 27, 2014 is as follows (in thousands):

			Gross			Net amount of		Gross amounts not offset in
			amounts offset			liabilities		the Unaudited Consolidated
	Gross		in the			presented in the		Balance Sheet
	amounts of		Unaudited			Unaudited				Cash
	recognized		Consolidated			Consolidated		Financial		collateral
	liabilities		Balance Sheet			Balance Sheet		instruments		pledged		Net amount
Derivative liabilities, as of March 28, 2015	$	2,026	$	—		$	2,026	$	—	$	—	$	2,026
Derivative liabilities, as of September 27, 2014	3,705		(334		)	3,371		—		—		3,371

The following table summarizes the amount of unrealized gain (loss), gross of tax, arising during the period on financial instruments that qualify for hedge accounting included in OCI (in thousands):

	Thirteen weeks ended					Twenty-six weeks ended
	March 28, 2015			March 29, 2014		March 28, 2015			March 29, 2014
Cash Flow Hedges:
Interest rate swaps	$	656		$	632	$	1,345		$	1,206
Coffee futures	(116		)	18,185		(1,288		)	16,785
Foreign currency forward contracts	168			70		245			265
Total	$	708		$	18,887	$	302		$	18,256

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The following table summarizes the amount of gains (losses), gross of tax, reclassified from OCI to income (in thousands):

	Thirteen weeks ended					Twenty-six weeks ended					Location of Gains
	March 28,		March 29,			March 28,		March 29,			(Losses) Reclassified
	2015		2014			2015		2014			from OCI into Income
Coffee futures	$	6,935	$	(1,235	)	$	7,559	$	(1,441	)	Cost of sales
Foreign currency forward contracts	118		45			59		1			Cost of sales
Foreign currency forward contracts	—		23			—		(2		)	Loss on foreign currency, net
Total	$	7,053	$	(1,167	)	$	7,618	$	(1,442	)

The Company expects to reclassify $5.7 million of net gains, net of tax, from OCI to earnings for coffee derivatives within the next twelve months.

The following table summarizes the amount of net gains (losses), gross of tax, representing ineffectiveness on cash flow hedges recorded in income (in thousands):

	Thirteen weeks ended				Twenty-six weeks ended					Location of Net Gains (losses) in
	March 28,		March 29,		March 28,			March 29,		Unaudited Consolidated
	2015		2014		2015			2014		Statements of Operations
Coffee futures	$	—	$	1,322	$	(94	)	$	1,322	Cost of sales

See Note 12, Stockholders’ Equity, for a reconciliation of derivatives in beginning accumulated other comprehensive income (loss) to derivatives in ending accumulated other comprehensive income (loss).

Net gains on financial instruments not designated as hedges for accounting purposes are as follows (in thousands):

	Thirteen weeks ended				Twenty-six weeks ended				Location of Net Gain in
	March 28,		March 29,		March 28,		March 29,		Unaudited Consolidated
	2015		2014		2015		2014		Statements of Operations
Net gain on cross currency swap	$	3,579	$	2,900	$	6,924	$	7,461	Gain on financial instruments, net
Net gain on coffee futures	—		4,051		—		6,176		Cost of sales
Total	$	3,579	$	6,951	$	6,924	$	13,637

10.Fair Value Measurements

The Company measures fair value as the selling price that would be received for an asset, or paid to transfer a liability, in the principal or most advantageous market on the measurement date.  The hierarchy established by the Financial Accounting Standards Board (“FASB”) prioritizes fair value measurements based on the types of inputs used in the valuation technique.  The inputs are categorized into the following levels:

Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs other than quoted prices that are observable, either directly or indirectly, which include quoted prices for similar assets or liabilities in active markets and quoted prices for identical assets or liabilities in markets that are not active.

Level 3 — Unobservable inputs not corroborated by market data, therefore requiring the entity to use the best available information, including management assumptions.

19

The following table summarizes the fair values and the levels used in fair value measurements as of March 28, 2015 for the Company’s financial assets (liabilities) (in thousands):

	Fair Value Measurements Using
	Level 1		Level 2			Level 3
Derivatives:
Interest rate swaps	$	—	$	(2,026	)	$	—
Cross currency swap	—		8,443			—
Foreign currency forward contracts	—		167			—
Total	$	—	$	6,584		$	—

The following table summarizes the fair values and the levels used in fair value measurements as of September 27, 2014 for the Company’s financial liabilities (in thousands):

	Fair Value Measurements Using
	Level 1		Level 2			Level 3
Derivatives:
Interest rate swaps	$	—	$	(3,371	)	$	—
Cross currency swap	—		5,951			—
Coffee futures	—		3,437			—
Forward currency forward contracts	—		108			—
Total	$	—	$	6,125		$	—

Derivatives

Level 2 derivative financial instruments use inputs that are based on market data of identical (or similar) instruments, including forward prices for commodities, interest rate curves and spot prices that are in observable markets.  Derivatives recorded on the balance sheet are at fair value with changes in fair value recorded in other comprehensive income for cash flow hedges and in the Unaudited Consolidated Statements of Operations for fair value hedges and derivatives that do not qualify for hedge accounting treatment.

Derivative financial instruments include coffee futures contracts, interest rate swap agreements, a cross currency swap agreement and foreign currency forward contracts.  The Company has identified significant concentrations of credit risk based on the economic characteristics of the instruments that include interest rates, commodity indexes and foreign currency rates and selectively enters into the derivative instruments with counterparties using credit ratings.

To determine fair value, the Company utilizes the market approach valuation technique for coffee futures and foreign currency forward contracts and the income approach for interest rate and cross currency swap agreements.  The Company’s fair value measurements include a credit valuation adjustment for the significant concentrations of credit risk.

As of March 28, 2015, the amount of loss estimated by the Company due to credit risk associated with the derivatives for all significant concentrations was not material based on the factors of an industry recovery rate and a calculated probability of default.

Long-Term Debt

The carrying value of long-term debt was $415.5 million and $160.0 million as of March 28, 2015 and September 27, 2014, respectively.  The inputs to the calculation of the fair value of long-term debt are considered to be Level 2 within the fair value hierarchy, as the measurement of fair value is based on the net present value of calculated interest and principal payments, using an interest rate derived from a fair market yield curve adjusted for the Company’s credit rating.  The carrying value of long-term debt approximates fair value as the interest rate on the debt is based on variable interest rates that reset every 30 days.

20

Long-Term Investment

The Company had a long-term investment in Bevyz of approximately $35.9 million included in other long-term assets in the accompanying Unaudited Consolidated Balance Sheet as of September 27, 2014, that was not publicly traded.  This investment was carried at cost and reviewed quarterly for indicators of other-than-temporary impairment.  During the first quarter of fiscal 2015, the Company acquired the remaining equity interests of Bevyz.  See Note 4, Acquisition.

11.Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax benefits or consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

As of March 28, 2015, the Company had a $17.7 million state capital loss carryforward and a state net operating loss carryforward of $11.5 million available to be utilized against future taxable income for years through fiscal 2015 and 2029, respectively, subject to annual limitation pertaining to change in ownership rules under the Internal Revenue Code of 1986, as amended.  In addition, the Company has a foreign net operating loss carryforward of €30.3 million available to be utilized against future taxable income with no expiration date.  Based upon earnings history, the Company concluded it is more likely than not that the state net operating loss carryforward will be utilized prior to its expiration, but the state capital loss carryforward and foreign net operating loss will not.  As such, a valuation allowance has been recognized against the balance of the state capital loss and foreign net operating loss carryforwards.

The total amount of unrecognized tax benefits as of March 28, 2015 and September 27, 2014 was $14.3 million and $14.8 million, respectively.  The amount of unrecognized tax benefits at March 28, 2015 that would impact the effective tax rate if resolved in favor of the Company is $14.3 million.  As a result of acquisitions, the Company is indemnified for $6.6 million of the total reserve balance, with a total indemnification pool of $43.1 million.  If these unrecognized tax benefits are resolved in favor of the Company, the associated indemnification receivable, recorded in other long-term assets, would be reduced accordingly.  The indemnification provisions of the acquisition agreements have various expiration dates through June 2016.

As of March 28, 2015 and September 27, 2014, accrued interest and penalties of $2.3 million and $2.4 million, respectively, were included in the Consolidated Balance Sheets related to unrecognized tax benefits.  The Company recognizes interest and penalties in income tax expense.  The Company did not release any unrecognized tax benefits in the current quarter of fiscal 2015 and expects to release $5.4 million over the next twelve months due to the expiration of the statute of limitations.

In the normal course of business, the Company is subject to tax examinations by taxing authorities both inside and outside of the United States.  The Company is generally not subject to examination with respect to returns filed for fiscal years prior to 2010.  The Company is currently under audit by the Internal Revenue Service for the 2012 and 2013 fiscal years.

12.Stockholders’ Equity

Stock Repurchase Program

At various times during fiscal 2012, 2013, and 2014, Keurig’s Board of Directors authorized the Company to repurchase a total of $2.5 billion of the Company’s common stock (the “repurchase program”).  Under this program, the Company may purchase shares in the open market (including pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Securities Exchange Act of 1934) or in privately negotiated transactions.

Under its repurchase program, on February 28, 2014, the Company entered into an accelerated share repurchase (“ASR”) agreement with a major financial institution (“Bank”).  The ASR allowed the Company to buy a large number of shares immediately at a purchase price determined by an average market price over a period of time.  Under the ASR, the Company agreed to purchase $700.0 million of its common stock, in total, with an initial delivery to the Company of 4,340,508 shares of the Company’s common stock by the Bank.  In the second quarter of fiscal 2015, the purchase period for the ASR ended and an additional 1,489,476 shares were delivered to the Company.  In total, 5,829,984 shares were repurchased under the ASR at an average repurchase price of $120.07 per share.  The shares were retired in the quarters they were delivered, and the up-front payment of $700.0 million was accounted for as a reduction to stockholders’ equity in the Company’s Consolidated Balance Sheet in the second quarter of fiscal 2014.

21

On March 3, 2015, the Company, under its repurchase program, completed the repurchase of 5,231,991 shares of common stock from Luigi Lavazza S.p.A. (“Lavazza”) for an aggregate purchase price of $623.6 million.  The price per share was $119.18, which represented a 3.0% discount off the closing price of the Company’s common stock on February 20, 2015, which was the business day immediately preceding the entry into the stock repurchase agreement between the Company and Lavazza.

As of March 28, 2015 the Company had $264.5 million remaining under the repurchase program.

Summary of share repurchase activity under the repurchase program:

	Twenty-six weeks ended
	March 28, 2015		Fiscal 2014(1)
Number of shares acquired on the open market	2,318,964		3,798,084
Average price per share of open market acquired shares	$	127.12	$	92.79
Number of shares acquired from Lavazza	5,231,991		—
Average price per share of Lavazza acquired shares	$	119.18	$	—
Number of shares under February 2014 ASR	1,489,476		4,340,508
Average price per share of ASR shares(2)	$	120.07	N/A
Total cost of acquired shares (in thousands)	$	918,356	$	1,052,430

(1) Total cost of acquired shares in fiscal 2014 includes initial purchase price of $700 million under the ASR.

(2) Average price per share for total shares repurchased under February 2014 ASR.

Accumulated Other Comprehensive Income (Loss)

The following tables provide the changes in the components of accumulated other comprehensive income (loss), net of tax (in thousands):

22

	Thirteen weeks ended									Thirteen weeks ended
	March 28, 2015									March 29, 2014
							Accumulated									Accumulated
							Other									Other
	Cash Flow						Comprehensive			Cash Flow						Comprehensive
	Hedges			Translation			Income (Loss)			Hedges			Translation			Income (Loss)
Balance, beginning of period	$	8,389		$	(92,797	)	$	(84,408	)	$	(7,328	)	$	(36,925	)	$	(44,253	)
Other comprehensive gain (loss), before reclassifications	446			(77,423		)	(76,977		)	11,274			(20,302		)	(9,028		)
Amounts reclassified from accumulated other comprehensive income (loss)	(4,223		)	—			(4,223		)	688			—			688
Foreign currency exchange impact on cash flow hedges	(1		)	—			(1		)	(4		)	4			—
Net current period other comprehensive loss	(3,778		)	(77,423		)	(81,201		)	11,958			(20,298		)	(8,340		)
Balance, end of period	$	4,611		$	(170,220	)	$	(165,609	)	$	4,630		$	(57,223	)	$	(52,593	)
	Twenty-six weeks ended									Twenty-six weeks ended
	March 28, 2015									March 29, 2014
							Accumulated									Accumulated
							Other									Other
	Cash Flow						Comprehensive			Cash Flow						Comprehensive
	Hedges			Translation			Income (Loss)			Hedges			Translation			Income (Loss)
Balance, beginning of period	$	8,952		$	(63,003	)	$	(54,051	)	$	(7,150	)	$	(12,035	)	$	(19,185	)
Other comprehensive gain (loss), before reclassifications	214			(107,217		)	(107,003		)	10,923			(45,192		)	(34,269		)
Amounts reclassified from accumulated other comprehensive income (loss)	(4,552		)	—			(4,552		)	861			—			861
Foreign currency exchange impact on cash flow hedges	(3		)	—			(3		)	(4		)	4			—
Net current period other comprehensive loss	(4,341		)	(107,217		)	(111,558		)	11,780			(45,188		)	(33,408		)
Balance, end of period	$	4,611		$	(170,220	)	$	(165,609	)	$	4,630		$	(57,223	)	$	(52,593	)

The unfavorable translation adjustment change during the thirteen and twenty-six weeks ended March 28, 2015 was primarily due to the continuing weakening of the Canadian dollar against the U.S. dollar.  See also Note 9, Derivative Financial Instruments.

Common Stock Dividends

During the second quarter of fiscal 2015, the Company declared a quarterly dividend of $0.2875 per common share, or $44.3 million in the aggregate, payable on April 30, 2015 to shareholders of record on March 31, 2015.  During the thirteen and twenty-six weeks ended March 28, 2015, the Company paid dividends of approximately $46.6 million and $87.2 million, respectively.

On April 24, 2015, the Company’s Board of Directors declared the Company’s next regular quarterly cash dividend of $0.2875 per common share, payable on July 30, 2015, to shareholders of record as of the close of business on June 30, 2015.

13.Compensation Plans

Stock Options

The grant-date fair value of employee stock options and similar instruments is estimated using the Black-Scholes option-pricing model with the following assumptions for grants issued during the twenty-six weeks ended March 28, 2015 and March 29, 2014:

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	Twenty-six weeks ended
	March 28,			March 29,
	2015			2014
Average expected life	5.5 years			5.5 years
Average volatility	57		%	75		%
Dividend yield	0.83		%	1.32		%
Risk-free interest rate	1.62		%	1.69		%
Weighted average grant date fair value	$	66.99		$	41.66

Restricted Stock Units, Performance Stock Units and Other Awards

The Company awards restricted stock units (“RSUs”) and performance stock units (“PSUs”) to eligible employees and non-employee Directors (each, a “Grantee”) which entitle a Grantee to receive shares of the Company’s common stock.  RSUs and PSUs are awards denominated in units that are settled in shares of the Company’s common stock upon vesting.  In general, employee RSUs vest over a period of three or four years based on a Grantee’s continuing employment and non-employee directors vest immediately.  The vesting of PSUs follows a two or three year measurement period and is conditioned on the achievement of both a Grantee’s service and the Company’s performance requirements during the measurement period.  In the past the Company has also granted restricted stock awards (“RSAs”) which are awards of common stock that are restricted until the shares vest (generally over a period of three or four years).  The fair value of RSUs, RSAs and PSUs is based on the closing price of the Company’s common stock on the grant date.  Compensation expense for RSUs and RSAs is recognized ratably over a Grantee’s service period.  Compensation expense for PSUs is also recognized over a Grantee’s service period, but only if and when the Company concludes that it is probable (more than likely) the performance condition(s) will be achieved.  The assessment of the probability of achievement is performed each period based on the relevant facts and circumstances at that time, and if the estimated grant-date fair value changes as a result of that assessment, the cumulative effect of the change on current and prior periods is recognized in the period of change.  All awards are reserved for issuance under the Company’s Amended and Restated 2006 Incentive Plan (the “2006 Plan”) and the Company’s 2014 Omnibus Incentive Plan (which replaced the 2006 Plan).  In addition, the Company has awarded deferred cash awards (“DCAs”) to Grantees which entitle a Grantee to receive cash over time upon vesting.  The vesting of DCAs is conditioned on a Grantee’s continued employment.

Employee Stock Purchase Plan

The grant-date fair value of employees’ purchase rights under the Company’s Employee Stock Purchase Plan is estimated using the Black-Scholes option-pricing model with the following assumptions for the purchase rights granted during the twenty-six weeks ended March 28, 2015 and March 29, 2014:

	Twenty-six weeks ended
	March 28,			March 29,
	2015			2014
Average expected life	6 months			6 months
Average volatility	40		%	55		%
Dividend yield	1.02		%	1.33		%
Risk-free interest rate	0.05		%	0.04		%
Weighted average grant date fair value	$	29.43		$	22.72

Income before income taxes in the Unaudited Consolidated Statements of Operations includes compensation expense related to the plans described above of $11.1 million and $8.6 million for the thirteen weeks ended March 28, 2015 and March 29, 2014, respectively; and $21.5 million and $15.7 million for the twenty-six weeks ended March 28, 2015 and March 29, 2014, respectively.

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14.Commitments and Contingencies

Legal Proceedings

On May 9, 2011, an organization named Council for Education and Research on Toxics (“CERT”), purporting to act in the public interest, filed suit in Los Angeles Superior Court (Council for Education and Research on Toxics v. Brad Barry LLC, et al., Case No. BC461182) against several companies, including the Company, that roast, package, or sell coffee in California.  The Brad Barry complaint alleges that coffee contains the chemical acrylamide and that the Company and the other defendants are required to provide warnings under section 25249.6 of the California Safe Drinking Water and Toxics Enforcement Act, better known as Proposition 65.  Acrylamide is not added to coffee, but forms in trace amounts (parts per billion) as part of a chemical reaction that occurs in the coffee bean when it is roasted.  Therefore it is present in all roasted coffee.  To date, the Company is unaware of any reliable method for reducing acrylamide levels in coffee without adversely affecting the quality of the product.  The Brad Barry action has been consolidated for all purposes with another Proposition 65 case filed by CERT on April 13, 2010 over allegations of acrylamide in “ready to drink” coffee sold in restaurants, convenience stores, and donut shops.  (Council for Education and Research on Toxics v. Starbucks Corp., et al., Case No. BC 415759).  The Company was not named in the Starbucks complaint.  The Company has joined a joint defense group (“JDG”) organized to address CERT’s allegations, and the Company intends to vigorously defend against these allegations.  The Court ordered the case phased for discovery and trial.  Trial of the first phase of the case commenced on September 8, 2014 and was limited to three affirmative defenses shared by all defendants in both cases.  Other affirmative defenses, plaintiff’s prima facie case, and remedies are deferred for subsequent phases if defendants do not prevail on the three Phase 1 defenses.  Testimony in Phase 1 was completed on November 3, 2014, and final post-trial briefing of Phase 1 issues was completed on January 23, 2015.  The Court heard final arguments on April 9, 2015 and the matter is now submitted.  A decision on Phase 1 is expected in or before early July 2015.

At this stage of the proceedings, the Company is unable to predict its outcome, the potential loss or range of loss, if any, associated with its resolution or any potential effect it may have on the Company or its operations.

Stockholder Litigation

One putative securities fraud class action is presently pending against the Company and certain of its officers and directors, along with two putative stockholder derivative actions.  The pending putative securities fraud class action was filed on November 29, 2011.  The first putative stockholder derivative action is a consolidated action pending in the United States District Court for the District of Vermont that consists of five separate putative stockholder derivative complaints, the first two were filed after the Company’s disclosure of the SEC inquiry on September 28, 2010, while the others were filed on February 10, 2012, March 2, 2012, and July 23, 2012, respectively.  The second putative stockholder derivative action is pending in the Superior Court of the State of Vermont for Washington County and was commenced following the Company’s disclosure of the SEC inquiry on September 28, 2010.

The putative securities fraud class action, captioned Louisiana Municipal Police Employees’ Retirement System (“LAMPERS”) v. Green Mountain Coffee Roasters, Inc., et al., Civ. No. 2:11-cv-00289, was filed in the United States District Court for the District of Vermont before the Honorable William K. Sessions, III.  Plaintiffs’ amended complaint alleged violations of the federal securities laws in connection with the Company’s disclosures relating to its revenues and its inventory accounting practices.  The amended complaint sought class certification, compensatory damages, attorneys’ fees, costs, and such other relief as the court should deem just and proper.  Plaintiffs sought to represent all purchasers of the Company’s securities between February 2, 2011 and November 9, 2011.  The initial complaint filed in the action on November 29, 2011 included counts for alleged violations of (1) Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 (the “Securities Act”) against the Company, certain of its officers and directors, and the Company’s underwriters in connection with a May 2011 secondary common stock offering; and (2) Section 10(b) of the Exchange Act and Rule 10b-5 against the Company and the officer defendants, and for violation of Section 20(a) of the Exchange Act against the officer defendants.  Pursuant to the Private Securities Litigation Reform Act of 1995, 15 U.S.C. § 78u-4(a)(3), plaintiffs had until January 30, 2012 to move the court to serve as lead plaintiff of the putative class.  Competing applications were filed and the Court appointed Louisiana Municipal Police Employees’ Retirement System, Sjunde AP-Fonden, Board of Trustees of the City of Fort Lauderdale General Employees’ Retirement System, Employees’ Retirement System of the Government of the Virgin Islands, and Public Employees’ Retirement System of Mississippi as lead plaintiffs’ counsel on April 27, 2012.  Pursuant to a schedule approved by the court, plaintiffs filed their amended complaint on October 22, 2012, and plaintiffs filed a corrected amended complaint on November 5, 2012.  Plaintiffs’ amended complaint did not allege any claims under the Securities Act against the Company, its officers and directors, or the Company’s underwriters in connection with the May 2011 secondary common stock offering.

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Defendants moved to dismiss the amended complaint on March 1, 2013 and on December 20, 2013, the court issued an order dismissing the amended complaint with prejudice.  On January 21, 2014, plaintiffs filed a notice of intent to appeal the court’s December 20, 2013 order to the United States Court of Appeals for the Second Circuit.  Pursuant to a schedule entered by the appeals court, briefing on the appeal was completed on June 23, 2014.  The Second Circuit heard oral argument on the appeal on December 1, 2014.  The underwriters previously named as defendants notified the Company of their intent to seek indemnification from the Company pursuant to their underwriting agreement dated May 5, 2011 in regard to the claims asserted in this action.

The first putative stockholder derivative action, a consolidated action captioned In re Green Mountain Coffee Roasters, Inc.  Derivative Litigation, Civ. No. 2:10-cv-00233, premised on the same allegations asserted in the now dismissed Horowitz v. Green Mountain Coffee Roasters, Inc., Civ. No. 2:10-cv-00227 securities class action complaint, the LAMPERS action described above, and the now dismissed action captioned Fifield v. Green Mountain Coffee Roasters, Inc., Civ. No. 2:12-cv-00091, is pending in the United States District Court for the District of Vermont before the Honorable William K. Sessions, III.  On November 29, 2010, the federal court entered an order consolidating two actions and appointing the firms of Robbins Umeda LLP and Shuman Law Firm as co-lead plaintiffs’ counsel.  On February 23, 2011, the federal court approved a stipulation filed by the parties providing for a temporary stay of that action until the court rules on defendants’ motions to dismiss the consolidated complaint in the Horowitz putative securities fraud class action.  On March 7, 2012, the federal court approved a further joint stipulation continuing the temporary stay until the court either denies a motion to dismiss the Horowitz putative securities fraud class action or the Horowitz putative securities fraud class action is dismissed with prejudice.  On April 27, 2012, the federal court entered an order consolidating the stockholder derivative action captioned Himmel v. Robert P. Stiller, et al., with two additional putative derivative actions, Musa Family Revocable Trust v. Robert P. Stiller, et al., Civ. No. 2:12-cv-00029, and Laborers Local 235 Benefit Funds v. Robert P.  Stiller, et al., Civ. No. 2:12-cv- 00042.  On November 14, 2012, the federal court entered an order consolidating an additional stockholder derivative action, captioned Henry Cargo v. Robert P. Stiller, et al., Civ. No. 2:12-cv-00161, and granting plaintiffs leave to lift the stay for the limited purpose of filing a consolidated complaint.  The consolidated complaint is asserted nominally on behalf of the Company against certain of its officers and directors.  The consolidated complaint asserts claims for breach of fiduciary duty, waste of corporate assets, unjust enrichment, contribution, and indemnification and seeks compensatory damages, injunctive relief, restitution, disgorgement, attorney’s fees, costs, and such other relief as the court should deem just and proper.  On May 14, 2013, the court approved a joint stipulation filed by the parties providing for a temporary stay of the proceedings until the conclusion of the appeal in the Horowitz putative securities fraud class action.  On August 1, 2013, the parties filed a further joint stipulation continuing the temporary stay until the court either denies a motion to dismiss the LAMPERS putative securities fraud class action or the LAMPERS putative securities fraud class action is dismissed with prejudice, which the court approved on August 2, 2013.  On February 24, 2014, the court approved a further joint stipulation filed by the parties continuing the temporary stay until the appeals court rules on the pending appeal in the LAMPERS putative securities fraud class action.

The second putative stockholder derivative action, M. Elizabeth Dickinson v. Robert P. Stiller, et al., Civ. No. 818-11-10, is pending in the Superior Court of the State of Vermont for Washington County.  On February 28, 2011, the court approved a stipulation filed by the parties similarly providing for a temporary stay of that action until the federal court rules on defendants’ motions to dismiss the consolidated complaint in the Horowitz putative securities fraud class action.  As a result of the federal court’s ruling in the Horowitz putative securities fraud class action, the temporary stay was lifted.  On June 25, 2013, plaintiff filed an amended complaint in the action, which is asserted nominally on behalf of the Company against certain current and former directors and officers.  The amended complaint is premised on the same allegations alleged in the Horowitz, LAMPERS, and Fifield putative securities fraud class actions.  The amended complaint asserts claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and alleged insider selling by certain of the named defendants.  The amended complaint seeks compensatory damages, injunctive relief, restitution, disgorgement, attorneys’ fees, costs, and such other relief as the court should deem just and proper.  On August 7, 2013, the parties filed a further joint stipulation continuing the temporary stay until the court either denies a motion to dismiss the LAMPERS putative securities fraud class action or the LAMPERS putative securities fraud class action is dismissed with prejudice, which the court approved on August 21, 2013.  On April 21, 2014, the court approved a joint stipulation filed by the parties continuing the temporary stay until the appeals court rules on the pending appeal in the LAMPERS putative securities fraud class action.

The Company and the other defendants intend to vigorously defend all the pending lawsuits.  Additional lawsuits may be filed and, at this time, the Company is unable to predict the outcome of these lawsuits, the possible loss or range of loss, if any, associated with the resolution of these lawsuits or any potential effect they may have on the Company or its operations.

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Antitrust Litigation

On February 11, 2014, TreeHouse Foods, Inc., Bay Valley Foods, LLC, and Sturm Foods, Inc. filed suit against Green Mountain Coffee Roasters, Inc. and Keurig, Inc. in the U.S. District Court for the Southern District of New York (TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al., No. 1:14-cv-00905-VSB).  The TreeHouse complaint asserts claims under the federal antitrust laws and various state laws, contending that the Company has monopolized alleged markets for single serve coffee brewers and single serve coffee pods, including through its contracts with suppliers and distributors and in connection with the launch of its next generation coffee brewer.  The TreeHouse complaint sought monetary damages, declaratory relief, injunctive relief, and attorneys’ fees.

On March 13, 2014, JBR, Inc. (d/b/a Rogers Family Company) filed suit against Keurig Green Mountain, Inc. in the U.S. District Court for the Eastern District of California (JBR, Inc. v. Keurig Green Mountain, Inc., No. 2:14-cv-00677-KJM-CKD).  The claims asserted and relief sought in the JBR complaint were substantially similar to the claims asserted and relief sought in the TreeHouse complaint.

Additionally, beginning on March 10, 2014, twenty-seven putative class actions asserting similar claims and seeking similar relief were filed on behalf of purported direct and indirect purchasers of the Company’s products in various federal district courts.  On June 3, 2014, the Judicial Panel on Multidistrict Litigation granted a motion to transfer these various actions, including the TreeHouse and JBR actions, to a single judicial district for coordinated or consolidated pre-trial proceedings.  The actions are now pending before Judge Vernon S. Broderick in the Southern District of New York (In re: Keurig Green Mountain Single-Serve Coffee Antitrust Litigation, No. 1:14-md-02542-VSB).

On August 11, 2014, JBR filed a motion for a preliminary injunction, which the Company opposed.  The Court held a hearing on September 3-4, 2014, and by order dated September 19, 2014, denied JBR’s motion for a preliminary injunction.  On September 24, 2014, JBR filed a notice of appeal of the denial of the preliminary injunction.  JBR filed its opening appeal brief on November 17, 2014.  The Company filed its answering brief on February 17, 2015, and JBR filed its reply brief on March 3, 2015.  The Court of Appeals has not yet indicated whether oral argument will be heard.

Consolidated putative class action complaints by direct purchaser and indirect purchaser plaintiffs were filed on July 24, 2014.  The Company filed motions to dismiss these complaints and the complaints in the TreeHouse and JBR actions on October 6, 2014.  On November 25, 2014, all plaintiffs filed amended complaints and on February 2, 2015 the Company again moved to dismiss.  Plaintiffs filed opposition briefs on April 10, 2015, and the Company’s reply briefs are due May 11, 2015.

On September 30, 2014, a statement of claim was filed against the Company and Keurig Canada Inc. in Ontario, Canada by Club Coffee L.P. (“Club Coffee”), a Canadian manufacturer of single-serve beverage pods, claiming damages of $600 million and asserting a breach of competition law and false and misleading statements by the Company.  On October 21, 2014, Club Coffee filed an amended statement of claim against the Company and Keurig Canada Inc. claiming the same amount of damages as in the original statement of claim and asserting essentially the same breaches of competition law and false and misleading statements by the Company.  On January 12, 2015, the Company and Keurig Canada Inc. served Club Coffee with notice of motion for a motion to strike the claims made by Coffee Club for failure to state a reasonable cause of action.

The Company intends to vigorously defend all of the pending lawsuits.  At this time, the Company is unable to predict the outcome of these lawsuits, the potential loss or range of loss, if any, associated with the resolution of these lawsuits or any potential effect they may have on the Company or its operations.

Product Liability

In November 2014, the Company informed the U.S. Consumer Product Safety Commission (“CPSC”) and Health Canada that it identified a potential issue involving certain Keurig MINI Plus (non-reservoir) brewers (K10 and B31 models), where on very rare occasions, hot liquid could escape the brewer.  On December 23, 2014 the Company issued a recall for its Keurig MINI Plus brewers and on April 17, 2015 the CPSC notified the Company that it had commenced a routine investigation of the recall.  These actions did not materially change the Company’s estimate for the reserve or the anticipated insurance recovery; however, as the total charge recorded to date is based on estimates, the Company’s ultimate liability and recovery may exceed or be less than the amounts recorded.  Based on current information known to the Company, the Company believes that this issue will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

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15.Earnings Per Share

The following table illustrates the reconciliation of the numerator and denominator of basic and diluted earnings per share computations (dollars in thousands, except per share data):

	Thirteen weeks ended				Twenty-six weeks ended
	March 28,		March 29,		March 28,		March 29,
	2015		2014		2015		2014
Numerator for basic and diluted earnings per share:
Net income attributable to Keurig	$	155,479	$	162,084	$	290,058	$	300,311
Denominator:
Basic weighted-average shares outstanding	158,969,696		153,945,441		160,575,947		151,552,422
Effect of dilutive securities	1,663,741		3,517,655		1,786,627		2,973,327
Diluted weighted-average shares outstanding	160,633,437		157,463,096		162,362,574		154,525,749
Basic net income per common share	$	0.98	$	1.05	$	1.81	$	1.98
Diluted net income per common share	$	0.97	$	1.03	$	1.79	$	1.94

For the thirteen weeks ended March 28, 2015 and March 29, 2014, shares related to equity-based compensation of approximately 250,000 and 419,000, respectively, were excluded from the calculation of diluted earnings per share because they were antidilutive.

For the twenty-six weeks ended March 28, 2015 and March 29, 2014, shares related to the equity-based compensation of approximately 167,000 and 602,000, respectively, were excluded from the calculation of diluted earnings per share because they were antidilutive.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is intended to help you understand the results of operations and financial condition of Keurig Green Mountain, Inc. (together with its subsidiaries, the “Company”, “Keurig”, “we”, “our”, or “us”).  You should read the following discussion and analysis in conjunction with our unaudited consolidated financial statements and related notes included elsewhere in this report.

Overview

We believe that we are a leader in specialty coffee, coffeemakers, teas and other beverages in the United States and Canada.  We consider ourselves an innovative, technology-driven, values-based personal beverage system company.  Our multi-brand beverage and brewer portfolio is aimed at changing the way consumers prepare and enjoy coffee and other beverages both at home and away from home.  We develop and sell a variety of Keurig® brewers, and produce and sell specialty coffee and other specialty beverages in pods (including hot apple cider, hot and iced teas, iced coffees, iced fruit brews, hot cocoa and other beverages) for use with our Keurig® hot brewing systems.  We also offer traditional whole bean and ground coffee in other package types including bags, fractional packages and cans.

Products

Pods

We offer pods (previously referred to as portion packs) of varying sizes including single-serve K-Cup®, Vue® and Rivo® pods as well as multi-serve K-Carafe™ pods capable of producing a three to four cup carafe and Bolt™ pods capable of producing a 64 ounce carafe.  We offer high-quality Arabica bean coffee including single-origin, Fair Trade Certified™, Rain Forest Alliance Certified™, organic, flavored, limited edition and proprietary blends.  We also procure Robusta bean coffee for use in certain blends.  We carefully select our coffee beans and appropriately roast the coffees to optimize their taste and flavor differences.  We manufacture and sell pods of our own brands and participating brands through licensing and manufacturing agreements.  We offer brand choice such as Caribou Coffee®, Dunkin’ Donuts™, Eight O’Clock®, Emeril’s®, Folgers®, Folgers Gourmet Selections®, Gloria Jean’s®, Kirkland Signature™, Krispy Kreme®, Lavazza®, Millstone®, Newman’s Own® Organics Peet’s Coffee & Tea, and Starbucks®.  The Company has licensing agreements for tea with Unilever North America (Lipton®), Celestial Seasonings, Inc. (Celestial Seasonings® branded teas and Perfect Iced Tea®), Good Earth® Corporation and Tetley® USA, Inc. (Good Earth® and Tetley® branded teas), R. C. Bigelow, Inc. (Bigelow® branded teas), Snapple Beverage Corp. (Snapple® branded teas), Starbucks Corporation (Tazo® and Teavana®) and Associated British Foods plc (Twinings of London®) for manufacturing, distribution, and sale of pods.

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In addition to coffee and tea, we also produce and sell pods for lemonade and hot apple cider under our Green Mountain Naturals™ brand, iced fruit brews under our Vitamin Burst™ brand, cocoa and other dairy-based beverages under our Café Escapes™ brand, and cocoa under the Swiss Miss® brand.

Brewers and Accessories

We are a leader in sales of coffeemakers in the U.S. and Canada.  As of the end of our 2014 fiscal year, we had the top four best-selling at-home coffeemakers by dollar volume in the United States according to the NPD Group for consumer market research data in the United States.  Under the Keurig® K-Cup®, Keurig® Vue®, Keurig Bolt™, Keurig® 2.0 and co-branded Keurig® Rivo® brand names, we offer a variety of commercial and home use brewers for the away from home (“AFH”) and at home (“AH”) channels differentiated by features and size.

In addition, we have license agreements under which licensees manufacture, market and sell coffeemakers co-branded with “Keurig® Brewed”.  Licensees include Jarden Consumer Solutions selling a “Mr. Coffee®” branded brewer, Conair Corporation selling a “Cuisinart®” branded brewer and GE Appliances selling a “GE Café™” series refrigerator with Keurig® K-Cup® brewing system branded brewer.

We offer a variety of accessories for the Keurig® Brewing platforms including K-Cup®, Vue®, Rivo®, K-Carafe™, and Bolt™ pod storage racks, baskets, and brewer carrying cases.  We also sell other coffee-related equipment and accessories, gift assortments, hand-crafted items from coffee-source countries and gourmet food items covering a wide range of price points.

Other Products and Royalties

We sell coffee in other package types in addition to pods such as bagged coffee and cans (for the grocery and mass channels) and fractional packages and ancillary products (for the office coffee and food service channels).  We also earn royalties from licensees under various licensing agreements.

In recent years, growth in the coffee industry has come from the specialty coffee category fueled by the emergence of specialty coffee shops throughout the U.S. and Canada.  Single-serve has been the fastest growing segment of the specialty coffee category.  Concurrently, consumers are more frequently seeking to enjoy premium experiences within the comfort and convenience of their own homes, including the consumption of specialty coffee.  We have benefited from these broad consumer trends and believe we will continue to be a leader in the hot beverage marketplace because of our carefully developed and distinctive advantages over our competitors, including quality, convenience and choice.

Our growth strategy involves using our consumer insights to develop innovative new brewing systems and beverages; continually improving and refining our current systems and beverages; and, developing and managing marketing programs to drive Keurig® Brewing system adoption in order to generate ongoing demand for pods.  We currently target opportunities primarily in American and Canadian households, foodservice, educational and office locations.  Over the longer term, we also will work to expand our addressable opportunity globally.  As part of our strategy, we work to sell our at-home hot system brewers at attractive price points which are approximately at cost, or at a loss when factoring in the incremental costs related to sales, in order to drive the sales of profitable pods.  As we introduce new innovative beverage systems such as the Keurig® 2.0 Beverage System or Keurig® Kold beverage system, we expect to experience higher appliance costs as we scale the related manufacturing processes followed by lower appliance cost structures as the supply chain creates more efficient manufacturing processes.  During the early years of the launch of these innovative new beverage systems, we will continue to sell the at-home appliances at attractive price points which we expect will result in selling these new innovative at-home appliances at a loss prior to factoring in the incremental costs related to these sales.

In addition, we have license agreements with Jarden Consumer Solutions (producer of Mr. Coffee® brand coffeemakers) and Conair Corporation (producer of Cuisinart® brand coffeemakers), under which each produce, market and sell coffeemakers co-branded with Keurig®.

In recent years, our growth has been driven predominantly by an increase in adoption of Keurig® hot brewing systems, which include both the brewer and the related pods.  In fiscal 2014, approximately 94% of our consolidated net sales were attributed to the combination of pods and Keurig® brewers and related accessories.

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We believe the primary consumer benefits delivered by our Keurig® hot beverage brewing system are as follows:

1Quality—expectations of the quality of coffee consumers drink has increased over the last several years and, we believe, with the Keurig® system, consumers can be certain they will get a high-quality, consistently produced beverage every time.

2Convenience—the Keurig® system prepares beverages generally in less than a minute at the touch of a button with no mess, no fuss.

3Choice—with many single serve beverage brands across multiple beverage categories, Keurig offers more than 400 individual varieties, allowing consumers to enjoy and explore a wide range of beverages.  In addition to a variety of brands of coffee and tea, we also produce and sell iced teas, iced coffees, hot and iced fruit brews, hot cocoa and other dairy-based beverages, in pods.

We see these benefits as being our competitive advantage and believe it’s the combination of these attributes that make the Keurig® hot beverage brewing system appealing to consumers.

We are focused on building our brands, diversifying our product lines and profitably growing our business.  We believe we can continue to grow sales by increasing consumer awareness of the Keurig® brand in the United States and Canada; expanding into new geographic regions; expanding consumer choice of coffee, tea and other beverages in our existing brewing systems; developing and introducing new brewing platforms; expanding sales in adjacent beverage industry segments; and/or selectively pursuing other synergistic opportunities.

The key elements of our business strategy are as follows:

·Increasing adoption of the Keurig® hot brewing systems in the United States and Canada;

·Expanding beverage choice through both our owned and partner brand offerings;

·Expanding in current channels;

·Launching new, innovative beverage system technologies and platforms; and

·Continuing international expansion.

Increasing adoption of the Keurig® hot brewing systems in the United States and Canada.  While we are positioned as a leader in the hot beverage marketplace, we have opportunities in the United States and Canada to increase brand awareness and household penetration.  In our fiscal year 2014 we launched our Keurig® 2.0 Beverage System - the first Keurig® brewer to brew both a single cup and a carafe.  Extending the Keurig® value proposition to include a carafe option for at-home users allows us to target an incremental need of consumers for brewing larger volumes quickly and simply.  We are also implementing measures to improve the shopping experience at retail to further distinguish the Keurig® brand and enhance brand recognition.  As we continue to introduce the new Keurig® 2.0 Beverage System in fiscal 2015, we anticipate that we will continue to incur transition costs through the first year of launch including higher brewer costs for the new 2.0 appliances as compared to the earlier reservoir model appliances leading to lower gross margins.

Expanding beverage choice through both our owned and partner brand offerings.  We have continued expanding consumer choice in the Keurig® Brewing system by entering into or extending a number of business relationships across multiple channels and geographies for use with Keurig® brewers.  Expanded or new brand offerings and partnerships in fiscal 2015 for the Keurig® hot brewing system include a partnership with Community Coffee Company, an acquisition of the Laughing Man Coffee and Tea brand from Laughing Man Worldwide, LLC to bring a selection of gourmet coffees and teas to Keurig® brand pods beginning in spring 2015, an expanded ten year partnership with Caribou Coffee for the manufacturing, marketing, distribution, and sale of Caribou Coffee in Keurig® pod formats and a multi-year manufacturing and distribution agreement with Reily Foods Company for New England® brand coffee, New Orleans Famous French Market Since 1890® brand coffee, and Luzianne® brand iced tea pods.  We believe these new brand and product offerings fuel excitement for current Keurig® brewer owners and users; raise system awareness; attract new consumers to the system; and promote expanded use of the Keurig® Brewing system.  These relationships are established with careful consideration of potential economics.  We expect to continue to enter into these mutually beneficial relationships in our efforts to expand choice and diversify our portfolio of brands with the expectation that they will lead to increased Keurig® Brewing system awareness and household adoption, in part through the participating brands’ advertising and merchandising activities.

Expanding in current channels.  We have identified and are targeting specific opportunities within our existing channels, specifically the AFH channel, including food service, workplace, higher education and hospitality locations. 

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These are areas where we have substantial room to grow, considering we are currently in less than one percent of food service outlets.  Additionally, in the AH channel, we expanded our partnership with The J.M. Smucker Company by signing agreements in the second quarter of fiscal 2015 for the manufacturing, marketing, distribution and sale of Dunkin’ K-Cup® pods at retailers nationwide in the U.S. and Canada, and online.

Launching new, innovative beverage system technologies and platforms.  We are also focused on continued innovation in both hot and cold beverage systems.  Some of our recent initiatives and planned product introductions include:

·The introduction of Keurig® 2.0, our next generation at-home hot beverage system.  Keurig® 2.0 is the first Keurig® brewer to brew both a single cup and up to a four-cup carafe from a Keurig® brand pod providing Keurig® consumers with even greater beverage choice with the same Keurig simplicity and convenience they expect from Keurig.  Keurig® 2.0 is also the first Keurig® brewer to feature Keurig® 2.0 Brewing Technology™, which enables the brewer to recognize the inserted Keurig® pod and optimize to the recommended, customized setting for that particular beverage.  The Keurig® 2.0 Brewing Technology™ ensures that the Keurig® 2.0 system delivers on the promise of excellent quality beverages, produced simply and consistently, every single time;

·An estimated launch of the Keurig® Kold beverage system in fall 2015.  Keurig® Kold will deliver freshly prepared cold carbonated, sparkling and still beverages.  During the first quarter of fiscal 2015, we announced an agreement with Dr Pepper Snapple Group to develop and manufacture a selection of Dr Pepper Snapple Group’s iconic brands for use in the Keurig® Kold beverage system in the United States and Canada.

·During fiscal 2014, we announced the first significant partnership related to the Keurig® Kold beverage system: a ten-year agreement to collaborate on the development and introduction of The Coca-Cola Company’s® global brand portfolio for use in the Keurig® Kold beverage system.  Under the global strategic agreement, Keurig and The Coca-Cola Company will cooperate to bring the Keurig® Kold beverage system to consumers around the world.

Continuing international expansion.  We are planning to launch our Keurig® hot system global platform in targeted countries outside of North America.  In fiscal 2014, we launched a Keurig® brewer in the AFH channel in the United Kingdom.

Our business relationships with participating brands are generally established through licensing or manufacturing arrangements.

Under licensing arrangements, we license the right to manufacture, distribute and sell the finished products through our distribution channels using the brand owners’ marks.  For the right to use a brand owner’s mark, we pay a royalty to the brand owner based on our sales of finished products that contain the brand owner’s mark.

Under manufacturing arrangements, we manufacture finished beverage products using raw materials sourced by us or provided by the brand owner.  In both instances, once the manufacturing process is complete, we sell the finished product either to the brand owner or to our customers.  Under certain manufacturing arrangements, our sole customer is the brand owner and we are prohibited from selling the beverage products to other types of customers through our distribution channels.  Under other manufacturing arrangements, in addition to manufacturing the beverage for sale to the brand owner, we have the right to sell the beverages using the brand owner’s marks in certain of our channels through a licensing arrangement, as described above.

No individual licensing or manufacturing arrangement (including arrangements covering multiple brands) has accounted for more than 10% of our consolidated net sales in any period.  We analyze the impact of each arrangement on consolidated net sales on an individual basis.  We have determined that it is unlikely that we would lose our licensing or manufacturing rights to multiple brands at the same time.  Each of our licensing and manufacturing arrangements are separately negotiated with unrelated parties, and each has distinct terms and conditions, including the duration of agreement and termination rights.  Further, based upon the number of business relationships as well as the depth of our owned-brands, it is our belief that no individual business relationship is critical to the execution of our growth strategy.

Management is focused on executing our growth strategy to drive Keurig® hot beverage brewer adoption in households and offices in the U.S. and Canada in order to generate ongoing demand for pods.

We compete not only with other widely advertised branded products, but also with private label or generic products that generally are sold at lower prices.

For the second quarter of fiscal 2015, our net sales increased 2% to $1,127.1 million as compared to net sales of $1,103.1 million in the second quarter of fiscal 2014 (“the prior year period”).  Gross profit for the second quarter of fiscal 2015 was $458.8 million, or 40.7% of net sales, as compared to $457.4 million, or 41.5% of net sales for the prior year period.  For the second quarter of fiscal 2015, selling, operating, and general and administrative expenses (“SG&A”) increased 9.1% to $214.8 million from $196.9 million for the prior year period.

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As a percentage of sales, SG&A expenses increased to 19.1% in the second quarter of fiscal 2015 from 17.9% in the prior year period.  Our operating margin declined to 21.6% in the second quarter of fiscal 2015 from 23.6% in the prior year period.

We continually monitor all costs, including coffee, as we review our pricing structure, as cyclical swings in commodity markets are common.  The recent years have seen significant volatility in the “C” price of coffee (i.e. the price per pound quoted by the Intercontinental Exchange).  We expect coffee prices to remain volatile in the coming years.

We offer a one-year warranty on all Keurig® hot beverage brewers we sell and provide for the estimated cost of product warranties, primarily using historical information and current repair or replacement costs, at the time product revenue is recognized.  In addition, sales of Keurig® hot beverage brewers are recognized net of an allowance for returns using an average return rate based on historical experience and an evaluation of contractual rights or obligations.  We focus some of our research and development efforts on improving brewer reliability, strengthening its quality controls and product testing procedures.  As we have grown, we have added significantly to our product testing, quality control infrastructure and overall quality processes.  As we continue to innovate, and our products become more complex, both in design and componentry, product performance may modulate, causing warranty or sales returns rates to possibly fluctuate going forward.  As a result, future warranty claims rates may be higher or lower than we are currently experiencing and for which we are currently providing for in our warranty or sales return reserves.

We generated $368.0 million in cash from operating activities during the twenty-six weeks ended March 28, 2015 as compared to $593.6 million during the twenty-six weeks ended March 29, 2014.  We used cash during the twenty-six weeks ended March 28, 2015 primarily to repurchase shares of our common stock for $918.4 million, fund capital expenditures of $234.8 million, acquire Bevyz for $180.7 million, net of cash acquired, and pay dividends of $87.2 million.

We consistently analyze our short-term and long-term cash requirements to continue to grow the business.  We expect that most of our cash generated from operations will continue to be used to fund cash dividends, share repurchases, capital expenditures and the working capital required for our growth over the next few years.

Business Segments

We manage our operations through two operating segments, a Domestic segment including all U.S. Operations and immaterial operations related to international expansion, and a Canada segment including all Canadian operations.  See Note 2, Segment Reporting, of the Notes to Unaudited Consolidated Financial Statements included in this Quarterly Report.

We evaluate the performance of our operating segments based on several factors, including net sales to external customers and operating income.  Net sales are recorded on a segment basis and intersegment sales are eliminated as part of the financial consolidation process.  Operating income represents gross profit less selling, operating, general and administrative expenses.  Our manufacturing operations occur within both the Domestic and Canada segments, and the costs of manufacturing are recognized in cost of sales in the operating segment in which the sale occurs.  Information system technology services are mainly centralized while finance and accounting functions are primarily decentralized.  Expenses consisting primarily of compensation and depreciation related to certain centralized administrative functions including information system technology are allocated to the operating segments.  Expenses not specifically related to an operating segment are presented under “Corporate - Unallocated.”  Corporate - Unallocated expenses are comprised mainly of the compensation and other related expenses of certain of our senior executive officers and other selected employees who perform duties related to the entire enterprise.  Corporate Unallocated expenses also include depreciation for corporate headquarters, corporate sustainability expenses, interest expense not directly attributable to an operating segment, the majority of foreign exchange gains or losses, certain corporate legal expenses and compensation of the Board of Directors.

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Basis of Presentation

Included in this presentation are discussions and reconciliations of income before taxes, net income and diluted earnings per share in accordance with accounting principles generally accepted in the United States of America (“GAAP”) to income before taxes, net income and diluted earnings per share excluding certain expenses and losses.  We refer to these performance measures as non-GAAP net income and non-GAAP net income per share.  These non-GAAP measures exclude legal and accounting expenses related to antitrust litigation, the SEC inquiry and associated pending securities and stockholder derivative class action litigation; and non-cash related item related to the amortization of identifiable intangibles, each of which include adjustments to show the tax impact of excluding these items.  Each of these adjustments was selected because management uses these non-GAAP measures in discussing and analyzing its results of operations and because we believe the non-GAAP measures provide investors with greater transparency by helping to illustrate the underlying financial and business trends relating to our results of operations and financial condition and comparability between current and prior periods.  For example, we excluded antitrust litigation expenses because these expenses can vary from period to period and transaction to transaction and expenses associated with these activities are not considered a key measure of our operating performance.

We use the non-GAAP measures to establish and monitor budgets and operational goals and to evaluate the performance of the Company.  These non-GAAP measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute or superior to, the other measures of financial performance prepared in accordance with GAAP.  Using only the non-GAAP financial measures to analyze our performance would have material limitations because their calculation is based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant.  We compensate for these limitations by presenting both the GAAP and non-GAAP measures of its results.

Acquisition

On December 18, 2014, we completed the acquisition of 100% of the outstanding equity of MDS Global Holding p.l.c. (“Bevyz”), a manufacturer and distributor of an all-in-one drink system, for total cash consideration of $180.7 million, net of cash acquired.  Prior to the acquisition, we owned approximately 15% of the outstanding equity of Bevyz.  We currently intend to hold the rights to the technology acquired to prevent others from using such technology.

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Results of Operations

Summary financial data of the Company

The following table presents certain financial data of the Company expressed as a percentage of net sales for the periods denoted below:

	Thirteen weeks ended				Twenty-six weeks ended
	March 28,		March 29,		March 28,		March 29,
	2015		2014		2015		2014
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	59.3	%	58.5	%	63.3	%	63.0	%
Gross profit	40.7	%	41.5	%	36.7	%	37.0	%
Selling and operating expenses	12.1	%	11.3	%	12.4	%	11.8	%
General and administrative expenses	7.0	%	6.5	%	6.0	%	5.7	%
Operating income	21.6	%	23.6	%*	18.3	%	19.6	%*
Other income, net	0.0	%	0.1	%	0.0	%	0.1	%
Gain on financial instruments, net	0.3	%	0.3	%	0.3	%	0.3	%
Loss on foreign currency, net	(0.8	)%	(0.8	)%	(0.7	)%	(0.8	)%
Interest expense	0.0	%	(0.3	)%	(0.1	)%	(0.2	)%
Income before income taxes	21.2	%*	22.9	%	17.8	%	18.9	%*
Income tax expense	(7.4	)%	(8.2	)%	(6.3	)%	(6.9	)%
Net income	13.8	%	14.7	%	11.5	%	12.1	%*
Net income attributable to noncontrolling interests	0.0	%	0.0	%	0.0	%	0.0	%
Net income attributable to Keurig	13.8	%	14.7	%	11.5	%	12.1	%

* Does not sum due to rounding.

Segment Summary

Net sales and operating income (loss) for each of our operating segments and corporate-unallocated are summarized in the tables below:

	Net sales (in millions)
	Thirteen weeks ended				Twenty-six weeks ended
	March 28,		March 29,		March 28,		March 29,
	2015		2014		2015		2014
Domestic	$	1,000.5	$	970.3	$	2,216.0	$	2,162.1
Canada	126.6		132.8		297.5		327.6
Total net sales	$	1,127.1	$	1,103.1	$	2,513.5	$	2,489.7

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	Operating income (loss) (in millions)
	Thirteen weeks ended						Twenty-six weeks ended
	March 28,			March 29,			March 28,			March 29,
	2015			2014			2015			2014
Domestic	$	268.9		$	278.0		$	505.5		$	510.8
Canada	18.4			20.8			40.0			52.7
Corporate-Unallocated	(43.3		)	(38.3		)	(85.6		)	(76.4		)
Total operating income	$	244.0		$	260.5		$	459.9		$	487.1

Thirteen weeks ended March 28, 2015 as compared to the thirteen weeks ended March 29, 2014

Revenue

Company Summary

The following table presents consolidated net sales by major product category:

	Net sales (in millions)
	Thirteen weeks ended
	March 28,		March 29,		$ Increase			% Increase
	2015		2014		(Decrease)			(Decrease)
Pods	$	956.6	$	898.2	$	58.4		7	%
Brewers and accessories	106.4		137.6		(31.2		)	(23	)%
Other products	64.1		67.3		(3.2		)	(5	)%
Total net sales	$	1,127.1	$	1,103.1	$	24.0		2	%

Net sales for the second quarter of fiscal 2015 increased by $24.0 million, or 2%, to $1,127.1 million as compared to the prior year period.  The 2% increase includes the unfavorable impact of foreign currency exchange rates which reduced net sales by approximately 1 percentage point.

The primary drivers of the change in our net sales for the second quarter of fiscal 2015 as compared to the prior year period were a $58.4 million, or 7%, increase in total pod net sales which was partially offset by (i) a $31.2 million, or 23%, decrease in Keurig® brewer and accessory net sales and (ii) a $3.2 million, or 5%, decrease in other product net sales.

The increase in pod net sales for the second quarter of fiscal 2015 as compared to the prior year period was driven by (i) an approximate 14 percentage point increase due to volume (all pod volume measures now based on equivalent servings used to reflect our physical volume with respect to pods as we now offer different pod sizes) and (ii) an approximate 1 percentage point increase due to net price realization, both of which were partially offset by (i) an approximate 7 percentage point decrease due to pod mix and (ii) a roughly 1 percentage point decrease due to the impact of foreign currency exchange rates.  During the second quarter of fiscal 2015, the negative mix was attributable to the fact that we sold proportionately more pods to brand owners, where there is a lower wholesale selling price, than to retailers and consumers, where there is a higher wholesale average selling price.  We anticipate the change in net sales due to pod mix to fluctuate over time, and, as we anticipate adding more brand owners, we believe this negative mix trend may continue.

The $31.2 million decrease in brewer and accessory net sales for the second quarter of fiscal 2015 period as compared to the prior year period was driven by a $26.5 million decrease in brewer net sales and a $4.7 million decrease in accessory net sales.  The decrease in brewer net sales was primarily driven by (i) an approximate 22 percentage point decrease as compared to the prior year period due to lower volume, driven by high inventory levels at retail which negatively impacted shipments in the quarter and a difficult year ago comparison, (ii) an approximate 1 percentage point decrease due to brewer net price realization, and (iii) a roughly 1 percentage point decrease due to the impact of foreign currency exchange rates, partially offset by an approximate 2 percentage point increase due to brewer product mix.

Net sales of other products decreased $3.2 million, or 5%, for the second quarter of fiscal 2015 as compared to the prior year period primarily due to the continuing demand shift from traditional coffee package format to pods.

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Domestic

Domestic segment net sales increased by $30.2 million, or 3%, to $1,000.5 million in the second quarter of fiscal 2015 as compared to $970.3 million in the prior year period.  The increase was due primarily to (i) a $61.1 million, or 7% increase related to net sales of pods and (ii) a $1.0 million or 4% increase related to net sales of other products, partially offset by a $31.8 million, or 25%, decrease related to net sales of brewers and accessories.

Canada

Canada segment net sales decreased by $6.2 million, or 5%, to $126.6 million in the second quarter of fiscal 2015 as compared to $132.8 million in the prior year period.  Excluding a $14.2 million, or 11%, decrease related to the unfavorable impact of foreign currency exchange rates, net sales increased by $8.0 million primarily due to (i) a $5.9 million, or 7% increase in net sales of pods, (ii) a $1.7 million, or 21% increase in net sales of Keurig® brewers and accessories and (iii) a $0.4 million, or 1%, increase in other products such as coffee sold in traditional package formats.

Gross Profit

Gross profit for the second quarter of fiscal 2015 was $458.8 million, or 40.7% of net sales as compared to $457.4 million, or 41.5% of net sales, in the prior year period.  The change in gross profit in the second quarter of fiscal 2015 compared to the prior year period was primarily attributable to (i) a decrease of approximately 220 basis points related to higher obsolescence expense of finished goods including a $10 million write-off of Rivo® brewers due to lower than anticipated sales, (ii) a decrease of approximately 180 basis points related to unfavorable green coffee costs, (iii) a decrease of approximately 80 basis points related to pod product mix, and (iv) a decrease of approximately 60 basis points related to brewer product mix, partially offset by (i) an increase of approximately 260 basis points related to a shift in sales mix between pods, brewers and accessories and other products, (ii) an increase of approximately 100 basis points related to decreased pod packaging material cost, and (iii) an increase of approximately 100 basis points due to logistics productivity.

Selling, Operating, General and Administrative Expenses

SG&A expenses increased by 9% to $214.8 million in the second quarter of fiscal 2015 from $196.9 million in the prior year period.  SG&A expenses as a percentage of net sales increased to 19.1% in the second quarter of fiscal 2015 from 17.9% in the prior year period.  The increase in SG&A over the prior period was primarily attributable to increases of (i) IT related expenses, (ii) higher expenses associated with supporting call centers and (iii) research and development expenses including significant investments in the forthcoming Keurig® Kold beverage system.

Segment Operating Income (Loss)

Operating income for the Domestic segment decreased by $9.1 million, or 3%, for the second quarter of fiscal 2015 as compared to the prior year period which was primarily attributable to increases in SG&A, offset by a shift in sales mix between pods, brewers and accessories and other products.  Operating income for the Canada segment decreased by $2.4 million, or 12%, for the second quarter of fiscal 2015 as compared to the prior year period which was primarily attributable to the unfavorable impact of foreign exchange rates.  The operating loss for Corporate - Unallocated increased by $5.0 million, or 13%, for the second quarter of fiscal 2015 as compared to the prior year period which was primarily attributable to increased employee compensation expenses.

Gain on Financial Instruments, Net

We recorded $3.6 million in net gains on financial instruments not designated as hedges for accounting purposes during the second quarter of fiscal 2015 as compared to $2.9 million in net gains during the prior year period.  The net gains were attributable to our cross currency swap, which hedges the risk in currency movements on an intercompany note denominated in Canadian currency.

Loss on Foreign Currency, Net

We have certain assets and liabilities that are denominated in Canadian currency.  During the second quarter of fiscal 2015, we incurred net foreign currency losses of approximately $8.8 million as compared to net losses of $8.7 million during the prior year period.  The net foreign currency losses were primarily related to re-measurement of certain intercompany notes with our foreign subsidiaries which fluctuate due to the relative strength or weakness of the U.S. dollar against the Canadian dollar.

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Interest Expense

Interest expense was $0.3 million in the second quarter of fiscal 2015, as compared to $3.0 million in the prior year period.  The decrease in interest expense was primarily due to an increase in capitalized interest relating to the investment in Keurig® Kold assets and facilities.

Income Taxes

Our effective income tax rate was 34.8% for the second quarter of fiscal 2015 as compared to a 35.8% effective tax rate for the prior year period.  The effective tax rate for the prior year period was primarily impacted by the release of a $3.4 million uncertain tax position due to the expiration of the statute of limitations applicable to that position, and a $3.6 million stock option deduction.  The effective tax rate for the second quarter of fiscal 2015 was impacted primarily by discrete items including a $3.2 million reduction in tax due inter-company transfer pricing and a $2.3 million reduction in tax related to qualified inventory donations.

Net Income, Non-GAAP Net Income and Diluted Earnings Per Share (“EPS”)

The following tables show a reconciliation of net income and diluted EPS to non-GAAP net income and non-GAAP diluted EPS for the thirteen weeks ended March 28, 2015 and March 29, 2014 (in thousands, except per share data):

	Thirteen weeks ended
	March 28, 2015		March 29, 2014
Net income attributable to Keurig	$	155,479	$	162,084
After tax:
Expenses related to SEC inquiry(1)	31		348
Amortization of identifiable intangibles(2)	9,884		7,334
Expenses related to antitrust litigation(3)	607		—
Non-GAAP net income attributable to Keurig	$	166,001	$	169,766
	Thirteen weeks ended
	March 28, 2015		March 29, 2014
Diluted income per share (EPS)	$	0.97	$	1.03
After tax:
Expenses related to SEC inquiry(1)	0.00		0.00
Amortization of identifiable intangibles(2)	0.06		0.05
Expenses related to antitrust litigation(3)	0.00		—
Non-GAAP EPS	$	1.03	$	1.08

(1)Represents legal and accounting expenses, net of income taxes of $0.0 million and $0.2 million for the thirteen weeks ended March 28, 2015 and March 29, 2014, respectively, related to the SEC inquiry and pending securities and stockholder derivative class action litigation classified as general and administrative expense.  See Note 14, Commitments and Contingencies, of the Notes to Unaudited Consolidated Financial Statements included in this Quarterly Report.  Income taxes were calculated at our effective tax rate.

(2)Represents the amortization of intangibles, net of income taxes of $3.2 million and $3.5 million for the thirteen weeks ended March 28, 2015 and March 29, 2014, respectively, related to our acquisitions classified as general and administrative expense.  Income taxes were calculated at our deferred tax rates.

(3)Represents legal expenses, net of income taxes of $0.3 million and $0.0 million for the thirteen weeks ended March 28, 2015 and March 29, 2014, respectively, related to antitrust litigation classified as general and administrative expense.  See Note 14, Commitments and Contingencies, of the Notes to Unaudited Consolidated Financial Statements included in this Quarterly Report.  Income taxes were calculated at our effective tax rate.

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Twenty-six weeks ended March 28, 2015 as compared to the twenty-six weeks ended March 29, 2014

Revenue

Company Summary

The following table presents consolidated net sales by major product category:

	Net Sales (in millions)
	Twenty-six weeks ended
	March 28,		March 29,		$ Increase			% Increase
	2015		2014		(Decrease)			(Decrease)
Pods	$	1,968.9	$	1,829.5	$	139.4		8	%
Brewers and accessories	414.0		512.7		(98.7		)	(19	)%
Other products	130.6		147.5		(16.9		)	(11	)%
Total net sales	$	2,513.5	$	2,489.7	$	23.8		1	%

Net sales for the twenty-six weeks ended March 28, 2015 (the “2015 YTD period”) increased by $23.8 million, or 1%, to $2,513.5 million, as compared to $2,489.7 million reported for the twenty-six weeks ended March 29, 2014 (“the prior YTD period”).  The 1% increase includes the unfavorable impact of foreign currency exchange rates which reduced net sales by approximately 1%.

The primary drivers of the 1% increase in our net sales as compared to the prior YTD period were a $139.4 million, or 8%, increase in total pod net sales which was partially offset by (i) a $98.7 million, or 19%, decrease in Keurig® brewer and accessory sales and (ii) a $16.9 million, or 11%, net decrease in other products.

The increase in pod net sales as compared to the prior YTD period was driven by (i) an approximate 14 percentage point increase due to volume and (ii) an approximate 2 percentage point increase due to net price realization both of which were partially offset by (i) an approximate 7 percentage point decrease due to sales mix and (ii) an approximate 1 percentage point decrease due to the impact of foreign currency exchange rates.  During the YTD period, the negative mix was attributable to the fact that we sold proportionately less pods of our owned brands to retailers and consumers, where there is a higher wholesale selling price, than to brand owners, where there is a lower wholesale average selling price.  We anticipate this decrease in net sales due to mix change to fluctuate over time, and, as we anticipate adding more brand owners, we believe this negative mix trend may continue.

The decrease in brewer and accessory net sales as compared to the prior YTD period was primarily driven by a $91.1 million decrease in brewer net sales, partially offset by a $7.6 million decrease in accessory net sales.  The decrease in brewer net sales was primarily driven by (i) an approximate 15 percentage point decrease due to lower volume compared to the prior YTD period driven largely by weaker sales of MINI Plus brewers and higher inventory levels at retail at the end of the first quarter of fiscal 2015 which negatively impacted shipments for the second quarter of fiscal 2015 and will continue to impact shipments for the remainder of the fiscal year, and (ii) an approximate 7 percentage point decrease due to net price realization, partially offset by a 3 percentage point increase due to sales mix.

Net sales of other products decreased $16.9 million, or 11%, as compared to the prior YTD period primarily due to the continuing demand shift from traditional coffee package format to pods.

Domestic

Domestic segment net sales increased by $53.9 million, or 2%, to $2,216.0 million in the 2015 YTD period as compared to $2,162.1 million in the prior YTD period.  The increase was due primarily to a $140.1 million, or 8%, increase related to sales of pods.

Canada

Canada segment net sales decreased by $30.1 million, or 9%, to $297.5 million in the 2015 YTD period, as compared to $327.6 million in the prior YTD period.  Excluding a $27.3 million, or 8%, decrease related to the unfavorable impact of foreign currency exchange rates, net sales decreased by $2.8 million primarily due to (i) a $14.8 million, or 28%, decrease in net sales of Keurig® brewers and accessories primarily attributable to sales volumes and (ii) a $3.2 million, or 3%, decrease in net sales of other products, such as coffee sold in traditional package formats. 

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This was partially offset by a $15.2 million, or 9%, increase related to net sales of pods, driven by a demand shift from coffee sold in traditional package formats to pods.

Gross Profit

Gross profit for the 2015 YTD period was $922.9 million, or 36.7% of net sales, as compared to $921.5 million, or 37.0% of net sales, in the prior year period.  The decrease in gross profit as compared to the prior YTD period was primarily attributable to (i) a decrease of approximately 190 basis points due brewer product mix, (ii) a decrease of approximately 110 basis points related to higher obsolescence expense of finished goods including a $10 million write-off of Rivo® brewers due to lower than anticipated sales, and (iii) a decrease of approximately 100 basis points due to pod product mix partially offset by (i) an increase of approximately 310 basis points due to a shift in sales mix between pods, brewers and accessories and other products, and (ii) an increase of approximately 80 basis points due to decreased pod packaging material cost.

Selling, Operating, General and Administrative Expenses

SG&A expenses increased 7% to $463.0 million in the 2015 YTD period from $434.4 million in the prior YTD period.  SG&A expenses as a percentage of net sales increased to 18.4% in the 2015 YTD period from 17.4% in the prior YTD period.  The increase in SG&A over the prior YTD period was primarily attributable to increases of (i) IT related expenses, (ii) higher expenses associated with supporting call centers and (iii) research and development expenses including significant investments in the forthcoming Keurig® Kold beverage system.

Segment Operating Income (Loss)

Operating income for the Domestic segment decreased by $5.3 million, or 1%, as compared to the prior YTD period which was primarily attributable to increases in SG&A, offset by a shift in sales mix between pods, brewers and accessories and other products.  Operating income for the Canada segment decreased by $12.7 million, or 24%, as compared to the prior YTD period which was primarily attributable to a decrease in brewer sales volumes and the impact of unfavorable fluctuations in foreign exchange rates.  The operating loss for Corporate - Unallocated increased by $9.2 million, or 12.0%, as compared to the prior YTD period which was primarily attributable to professional fees associated with our antitrust litigation and employee compensation expenses.

Gain on Financial Instruments, Net

We recorded $6.9 million in net gains on financial instruments not designated as hedges for accounting purposes during the 2015 YTD period as compared to $7.5 million in net gains during the prior YTD period.  For both the 2015 and prior YTD periods, the net gains were attributable to our cross currency swap, which hedges the risk in currency movements on an intercompany note denominated in Canadian currency.

Loss on Foreign Currency, Net

We have certain assets and liabilities that are denominated in Canadian currency.  During the 2015 YTD period, we incurred a net foreign currency loss of $17.9 million as compared to a net loss of $19.3 million during the prior YTD period.  The net foreign currency losses were primarily attributable to re-measurement of certain intercompany notes with our foreign subsidiaries which fluctuate due to the relative strength or weakness of the U.S. dollar against the Canadian dollar.

Interest Expense

Interest expense was $1.4 million in the 2015 YTD period, as compared to $5.6 million in the prior YTD period.  The decrease in interest expense was primarily due to an increase in capitalized interest related to the investment in Keurig® Kold assets and facilities.

Income Taxes

Our effective income tax rate was 35.2% for the 2015 YTD period, as compared to a 36.2% effective income tax rate in the prior YTD period.  The effective tax rate for the prior year period was primarily a result of the release of a $3.4 million uncertain tax position due to the expiration of the statute of limitations and $4.1 million of stock option deduction.  The effective tax rate for the current year period has been primarily impacted by discrete items, including a $3.2 million reduction in tax due to inter-company transfer pricing, a $2.9 million reduction in tax related to qualified inventory donations, a $2.0 million stock option deduction and state tax credits of $1.4 million.

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Net Income, Non-GAAP Net Income and Diluted Earnings Per Share (“EPS”)

The following tables show a reconciliation of net income and diluted EPS to non-GAAP net income and non-GAAP diluted EPS for the twenty-six weeks ended March 28, 2015 and March 29, 2014 (in thousands, except per share data):

	Twenty-six weeks ended
	March 28, 2015		March 29, 2014
Net income attributable to Keurig	$	290,058	$	300,311
After tax:
Expenses related to SEC inquiry(1)	927		584
Amortization of identifiable intangibles(2)	16,792		14,976
Expenses related to antitrust litigation(3)	2,087		—
Non-GAAP net income attributable to Keurig	$	309,864	$	315,871
	Twenty-six weeks ended
	March 28, 2015		March 29, 2014
Diluted income per share	$	1.79	$	1.94
After tax:
Expenses related to SEC inquiry(1)	0.01		0.00
Amortization of identifiable intangibles(2)	0.10		0.10
Expenses related to antitrust litigation(3)	0.01		—
Non-GAAP net income per share	$	1.91	$	2.04

(1)Represents legal and accounting expenses, net of income taxes of $0.5 million and $0.3 million for the twenty-six weeks ended March 28, 2015 and March 29, 2014, respectively, related to the SEC inquiry and pending securities and stockholder derivative class action litigation classified as general and administrative expense.  See Note 14, Commitments and Contingencies, of the Notes to Unaudited Consolidated Financial Statements included in this Quarterly Report.  Income taxes were calculated at our effective tax rate.

(2)Represents the amortization of intangibles, net of income taxes of $6.4 million and $7.0 million for the twenty-six weeks ended March 28, 2015 and March 29, 2014, respectively, related to our acquisitions classified as general and administrative expense.  Income taxes were calculated at our deferred tax rates.

(3)Represents legal expenses, net of income taxes of $1.1 million and $0.0 million for the twenty-six weeks ended March 28, 2015 and March 29, 2014, respectively, related to antitrust litigation classified as general and administrative expense.  See Note 14, Commitments and Contingencies, of the Notes to Unaudited Consolidated Financial Statements included in this Quarterly Report.  Income taxes were calculated at our effective tax rate.

Liquidity and Capital Resources

We have principally funded our operations, working capital needs, capital expenditures and share repurchases from net cash flows from operating activities, proceeds from sales of our common stock, borrowings under our credit facilities and capital lease and financing obligations.  At March 28, 2015, we had $534.1 million in outstanding debt and capital lease and financing obligations and $930.2 million of working capital (including cash assets of $127.0 million representing cash and cash equivalents and restricted cash and cash equivalents).  At September 27, 2014, we had $278.5 million in outstanding debt and capital lease and financing obligations and $1,602.5 million of working capital (including cash assets of $861.6 million representing cash and cash equivalents, restricted cash and cash equivalents and a short-term investment in a certificate of deposit).

Our cash and cash equivalents total $97.6 million and $761.2 million as of March 28, 2015, and September 27, 2014, respectively.  We actively manage our cash and cash equivalents and short-term investment in order to internally fund our operating needs, make scheduled interest and principal payments on our borrowings, invest in our innovation pipeline and business growth opportunities, and return cash to shareholders through common stock cash dividend payments and share repurchases.

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With the exception of the repayment of intercompany debt, all earnings of our foreign subsidiaries are considered indefinitely reinvested and no U.S. deferred taxes have been provided on those earnings.  If these amounts were distributed to the U.S. in the form of dividends or otherwise, we would be subject to additional U.S. income taxes, which could be material.  Determination of the amount of any unrecognized deferred income tax on these earnings is not practicable because such liability, if any, is dependent on circumstances existing if and when remittance occurs.  As of March 28, 2015, we had $65.4 million of cash and cash equivalents held in international jurisdictions which will be used to fund capital and other cash requirements of international operations.

Operating Activities:

Net cash provided by operating activities is principally comprised of net income and is primarily affected by the net change in working capital and non-cash items relating to depreciation and amortization.

Net cash provided by operating activities during the twenty-six weeks ended March 28, 2015 was $368.0 million as compared to $593.6 million for the prior year period.  We generated $290.3 million in net income for the twenty-six weeks ended March 28, 2015.  We incurred non-cash expenses of $124.9 million related to depreciation and amortization and $63.3 million in charges related to our provision for sales returns.  Other significant changes in working capital affecting net cash provided by operating activities were a decrease in accounts payable and accrued expenses of $197.6 million primarily due to the payment for our inventory and the payment of our 2014 short-term incentive compensation and a change in income tax receivable/payable, net resulting in a decrease in net cash provided by operating activities of $49.2 million, offset by a decrease in inventories of $99.5 million.

Investing Activities:

Investing activities primarily included $180.7 million of cash used in the acquisition of Bevyz and $234.8 million of capital expenditures primarily related to supporting new product platforms.

Capital expenditures were $234.8 million for the twenty-six weeks ended March 28, 2015 as compared to $119.0 million for the prior year period.  Capital expenditures incurred on an accrual basis during the twenty-six weeks ended March 28, 2015 consisted primarily of $157.4 million related to new product platforms, $19.7 million related to information technology infrastructure and systems, $18.5 million related to increasing packaging capabilities for Keurig® beverage platforms and $15.8 million related to facilities and related infrastructure.  In fiscal 2015, we currently expect to invest between $425.0 million to $475.0 million in capital expenditures to support our future growth.

Financing Activities:

Cash used in financing activities for the twenty-six weeks ended March 28, 2015 totaled $716.2 million.  We used $918.4 million of cash to fund share repurchase activity under our existing authorized share repurchase programs, $87.2 million to pay common stock dividends and $9.4 million for repayments of long-term debt during the twenty-six weeks ended March 28, 2015.  This was offset with net cash of $265.0 million provided by our revolving line of credit.

Cash flows from operating and financing activities included a $20.5 million tax benefit primarily from the exercise of non-qualified options and disqualifying dispositions of incentive stock options.  As stock is issued from the exercise of options and the vesting of restricted stock units and performance stock units, we will continue to receive proceeds and a tax deduction where applicable; however we cannot predict either the amounts or the timing of any such proceeds or tax benefits.

Long Term Debt

Under our Amended and Restated Credit Agreement (“Restated Credit Agreement”), we maintain senior secured credit facilities consisting of (i) an $800.0 million U.S. revolving credit facility, (ii) a $200.0 million alternative currency revolving credit facility, and (iii) a term loan A facility.  At March 28, 2015, we had $150.5 million outstanding under the term loan A facility, $265.0 million outstanding under the revolving credit facilities and $5.3 million in letters of credit with $729.7 million available for borrowing.  The Restated Credit Agreement also provides for an increase option for an aggregate amount of up to $500.0 million.

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The term loan A facility requires quarterly principal repayments.  The term loan and revolving credit borrowings bear interest at a rate equal to an applicable margin plus, at our option, either (a) a eurodollar rate determined by reference to the cost of funds for deposits for the interest period and currency relevant to such borrowing, adjusted for certain costs, or (b) a base rate determined by reference to the highest of (1) the federal funds rate plus 0.50%, (2) the prime rate announced by Bank of America, N.A. from time to time and (3) the eurodollar rate plus 1.00%.  The applicable margin under the Restated Credit Agreement with respect to the term loan A and revolving credit facilities is a percentage per annum varying from 0.5% to 1.0% for base rate loans and 1.5% to 2.0% for eurodollar rate loans, based upon our leverage ratio.  Our average effective interest rate on debt outstanding as of March 28, 2015 and September 27, 2014 was 2.4% and 3.7%, respectively, excluding amortization of deferred financing charges and interest on capital leases and financing obligations, and including the effect of interest rate swap agreements.  We also pay a commitment fee on the average daily unused portion of the revolving credit facilities.

All of our assets and the assets of our wholly owned material subsidiaries are pledged as collateral under the Restated Credit Agreement.  The Restated Credit Agreement contains customary negative covenants, subject to certain exceptions, including limitations on: liens; investments; indebtedness; mergers and consolidations; asset sales; dividends and distributions or repurchases of our capital stock; transactions with affiliates; certain burdensome agreements; and changes in our lines of business.

The Restated Credit Agreement requires us to comply on a quarterly basis with a consolidated leverage ratio and a consolidated interest coverage ratio.  At March 28, 2015, we were in compliance with these covenants.  In addition, the Restated Credit Agreement contains certain mandatory prepayment requirements and customary events of default.

Interest Rate Swaps

We are party to interest rate swap agreements, the effect of which is to limit the interest rate exposure on a portion of the loans under our credit facilities to a fixed rate versus the 30-day Libor rate.  The total notional amount of these swaps at March 28, 2015 was $130.0 million.

The fair market value of the interest rate swaps is the estimated amount that we would receive or pay to terminate the agreements at the reporting date, taking into account current interest rates and the credit worthiness of the counterparty.  At March 28, 2015, we estimate we would have paid $2.0 million (gross of tax), if we terminated the interest rate swap agreements.  We designate the interest rate swap agreements as cash flow hedges and the changes in the fair value of these derivatives are classified in accumulated other comprehensive income (a component of equity).  Additional interest expense pursuant to the interest rate swap agreements incurred during the thirteen and twenty-six weeks ended March 28, 2015, was $0.7 million and $1.5 million, respectively.  Additional interest expense pursuant to the interest rate swap agreements incurred during the thirteen and twenty-six weeks ended March 29, 2014, was $0.8 million and $1.6 million, respectively.

Share Repurchases and Dividends

At various times our Board of Directors authorized the Company to repurchase a total of $2.5 billion of the Company’s common stock.  As of March 28, 2015, $264.5 million remained available for common stock repurchases.  Additional repurchases will be made with cash on hand, cash from operations and funds available through our existing credit facility.  See Note 12, Stockholders’ Equity, of the Notes to Unaudited Consolidated Financial Statements included in this Quarterly Report.

On February 28, 2014, we entered into an accelerated share repurchase (“ASR”) agreement with a major financial institution (“Bank”) pursuant to board authorized share repurchase programs.  The ASR allows us to buy a large number of shares immediately at a purchase price determined by an average market price over a period of time.  Under the ASR, we agreed to purchase $700.0 million of our common stock, in total, with an initial delivery to us of 4,340,508 shares of our common stock by the Bank.  In the second quarter of fiscal 2015, the purchase period for the ASR ended and an additional 1,489,476 shares were delivered to us.  In total, 5,829,984 million shares were delivered under the ASR at an average repurchase price of $120.07 per share.  The shares were retired in the quarters they were delivered, and the up-front payment of $700 million was accounted for as a reduction to shareholders’ equity in our Consolidated Balance Sheet in the second quarter of fiscal 2014.

On March 3, 2015, we completed a repurchase of 5,231,991 shares of common stock from Luigi Lavazza S.p.A. (“Lavazza”) for an aggregate purchase price of $623.6 million.  The price per share was $119.18, which represented a 3.0% discount off the closing price of the Company’s common stock on February 20, 2015, which was the business day immediately preceding the entry into the stock repurchase agreement with Lavazza.

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During the second quarter of fiscal 2015, we declared a quarterly dividend of $0.2875 per common share, or $44.3 million in the aggregate, payable on April 30, 2015 to shareholders of record on March 31, 2015.

On April 24, 2015, our Board of Directors declared the next regular quarterly cash dividend of $0.2875 per common share, payable on July 30, 2015, to shareholders of record as of the close of business on June 30, 2015.

We believe that our cash flows from operating activities, existing cash and our credit facilities will provide sufficient liquidity to pay all liabilities in the normal course of business, fund anticipated capital expenditures, service debt requirements through the next 12 months, fund any purchases of our common shares under the repurchase programs authorized by the Board of Directors and pay dividends.  We continuously evaluate our capital requirements and access to capital.  We may opt to raise additional capital through equity and/or debt financing to provide flexibility to assist with managing several risks and uncertainties inherent in a growing business including potential future acquisitions or increased capital expenditure requirements.

A summary of cash requirements related to our outstanding long-term debt, future minimum lease payments and purchase commitments is as follows (in thousands):

					Operating
	Long-Term		Interest		Lease		Capital Lease		Financing		Purchase
	Debt		Expense (1)		Obligations		Obligations(2)		Obligations(3)		Obligations(4)		Total
Remainder of 2015	$	9,660	$	5,014	$	8,005	$	1,934	$	4,072	$	495,237	$	523,922
FY 2016 - FY 2017	405,291		5,068		23,470		8,254		19,546		647,075		1,108,704
FY 2018 - FY 2019	501		27		12,959		7,675		19,815		397,472		438,449
Thereafter	—		—		31,065		28,142		106,026		65,762		230,995
Total	$	415,452	$	10,109	$	75,499	$	46,005	$	149,459	$	1,605,546	$	2,302,070

(1)Based on rates in effect at March 28, 2015.

(2)Includes principal and interest payments under capital lease obligations.

(3)Represents portion of the future minimum lease payments allocated to the building which will be recognized as reductions to the financing obligation and interest expense upon completion of construction.

(4)Certain purchase obligations are determined based on a contractual percentage of forecasted volumes.

In addition, we have $14.3 million in unrecognized tax benefits primarily as the result of acquisitions of which we are indemnified for $6.6 million expiring through June 2016.  We are unable to make reasonably reliable estimates of the period of cash settlement, if any, due to the uncertain nature of the unrecognized tax benefits.

Factors Affecting Quarterly Performance

Our business is subject to seasonal fluctuations, including fluctuations resulting from the holiday season.  As a result, total inventory, and specifically, brewers and accessories finished goods inventory is considerably higher during the last fiscal quarter than other quarters during the fiscal year, as we prepare for the holiday season.  Due to the shift in product mix toward brewers and accessories in the first quarter of our fiscal year, gross margin, as a percentage of net sales, is typically lower in the first fiscal quarter than in the remainder of the fiscal year.  Historically, in addition to variations resulting from the holiday season, we have experienced variations in sales from quarter-to-quarter due to a variety of other factors including, but not limited to, the cost of green coffee, competitor initiatives, marketing programs and weather.  Because of the seasonality of our business, the results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.

Forward-Looking Statements

Certain information in this filing 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. 

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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, the expected productivity 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 shareholder 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 this report and those described from time to time in our future reports filed with the Securities and Exchange Commission.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Market risks relating to our operations result primarily from changes in interest rates and the commodity “C” price of coffee (the price per pound quoted by the Intercontinental Exchange).  To address these risks, we enter into hedging transactions as described below.  We do not use financial instruments for trading or speculative purposes.

For purposes of specific risk analysis, we use sensitivity analysis to determine the impacts that market risk exposures may have on our financial position or earnings.

Interest Rate Risks

The table below provides information about our debt obligations, some of which are sensitive to changes in interest rates.  The table presents principal cash flows and weighted average interest rates by fiscal year:

																			Total Debt
																			Outstanding and
																			average effective
	Remainder																		interest rate at
	of 2015			2016			2017			2018			2019			Thereafter			March 28, 2015
Long-term debt:
Variable rate (in thousands)	$	9,376		$	274,687		$	—		$	—		$	—		$	—		$	284,063
Average interest rate	1.7		%	1.7		%	—		%	—		%	—		%	—		%	1.7		%
Fixed rate (in thousands)	$	284		$	130,295		$	308		$	322		$	180		$	—		$	131,389
Average interest rate	4.0		%	4.0		%	4.0		%	3.9		%	3.9		%	—		%	4.0		%

At March 28, 2015, we had $284.1 million of outstanding debt obligations subject to variable interest rates.  Should all our variable interest rates increase by 100 basis points, we would incur additional interest expense of $2.8 million annually.  Additionally, should Canadian Bankers’ Acceptance Rates increase by 100 basis points over US Libor rates, we would incur additional interest expense of $0.5 million annually, pursuant to the cross-currency swap agreement (see Foreign Currency Exchange Risk below).  As discussed further under the heading Liquidity and Capital Resources, we are party to interest rate swap agreements.  On March 28, 2015, the effect of our interest rate swap agreements was to limit the interest rate exposure on $130.0 million of the outstanding balance of the term loan A facility under the Restated Credit Agreement to a fixed rate versus the 30-day Libor rate.  The total notional amount covered by these swaps will terminate in November 2015.

Commodity Price Risks

The “C” price of coffee is subject to substantial price fluctuations caused by multiple factors, including weather and political and economic conditions in coffee-producing countries.  Our gross profit margins can be significantly impacted by changes in the “C” price of coffee.  We enter into fixed coffee purchase commitments in an attempt to secure an adequate supply of coffee.  These agreements are tied to specific market prices (defined by both the origin of the coffee and the time of delivery) but we have significant flexibility in selecting the date of the market price to be used in each contract.  We generally fix the price of our coffee contracts nine to twelve months prior to delivery, so that we can adjust our sales prices to the marketplace.  At March 28, 2015, we had approximately $426.0 million in green coffee purchase commitments, of which approximately 94% had a fixed price.

In addition, we regularly use commodity-based financial instruments to hedge price-to-be-established coffee purchase commitments with the objective of minimizing cost risk due to market fluctuations.  These hedges generally qualify as cash flow hedges.  The effective portion of the hedges’ gains or losses resulting from changes in the fair value of the hedges are deferred in other comprehensive income, net of tax effects, until the hedged inventory sale is recognized in earnings, at which point the gains and losses are recognized as a cost of sales.  Any ineffective portion of the hedges’ gains or losses are recognized in the cost of sales in the period they occur.  When these commodity-based financial instruments are not classified as cash flow hedges, gain and losses are immediately recognized into cost of sales.  At March 28, 2015, we did not hold any outstanding coffee futures contracts. 

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At September 27, 2014, we held outstanding futures contracts covering 7.5 million pounds of coffee with a fair market value of $3.4 million, gross of tax.

At March 28, 2015, we were exposed to approximately $23.7 million in un-hedged green coffee purchase commitments that do not have a fixed price as compared to $47.2 million in un-hedged green coffee purchase commitments that did not have a fixed price at September 27, 2014.  A hypothetical 10% movement in the “C” price would increase or decrease our financial commitment for these purchase commitments outstanding at March 28, 2015 by approximately $2.4 million.

We are also subject to commodity price risk as our manufacturing and transportation costs are affected by various market factors including the availability of supplies of particular forms of energy and energy prices, as well as price risk for utilities and various manufacturing inputs which are used in our manufacturing operations.  Derivative instruments have not been used to manage these risks.

Foreign Currency Exchange Rate Risk

Currently our foreign operations are primarily related to our Canada segment, which is subject to risks, including, but not limited to, unique economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange rate volatility.  Accordingly, our future results could be materially adversely affected by changes in these or other factors.  We also source our green coffee, certain production equipment, and components of our brewers and manufacturing of our brewers from countries outside the United States, which are subject to the same risks described for Canada above; however, most of our green coffee and brewer purchases are transacted in the United States dollar.

The majority of the transactions conducted by our Canada segment are in the Canadian dollar.  As a result, our revenues are adversely affected when the United States dollar strengthens against the Canadian dollar and are positively affected when the United States dollar weakens against the Canadian dollar.  Conversely, our expenses are positively affected when the United States dollar strengthens against the Canadian dollar and adversely affected when the United States dollar weakens against the Canadian dollar.

As described in Note 9, Derivative Financial Instruments, in the Notes to Unaudited Consolidated Financial Statements contained in Item 1 of this Quarterly Report on Form 10-Q, from time to time we engage in transactions involving various derivative instruments to mitigate our foreign currency rate exposures.  More specifically, we hedge, on a net basis, the foreign currency exposure of a portion of our assets and liabilities that are denominated in Canadian dollars.  These contracts are recorded at fair value and are not designated as hedging instruments for accounting purposes.  As a result, the changes in fair value are recognized in the Gain on financial instruments, net line in the Unaudited Consolidated Statements of Operations.  We do not engage in speculative transactions, nor do we hold derivative instruments for trading purposes.

At March 28, 2015, we had approximately 9 months remaining on a CDN $50.0 million cross-currency swap that was not designated as a hedging instrument for accounting purposes, which largely offsets the financial impact of the re-measurement of an intercompany note receivable denominated in Canadian dollars for the same amount.  Principal payments on the cross-currency swap are settled on an annual basis to match the repayments on the note receivable and the cross-currency swap is adjusted to fair value each period.  Increases or decreases in the cross-currency swap are generally offset by corresponding decreases or increases in the U.S. dollar value of the Canadian dollar intercompany note.

Movements in foreign currency exchange rates expose us to market risk resulting from the re-measurement of our net assets that are denominated in a currency different from the functional currency of the entity in which they are held.  The market risk associated with the foreign currency exchange rate movements on foreign exchange contracts is expected to mitigate the market risk of the underlying obligation being hedged.  Our net unhedged assets (liabilities) denominated in a currency other than the functional currency were approximately $26.0 million at March 28, 2015.  Based on our net un-hedged assets that are affected by movements in foreign currency exchange rates as of March 28, 2015, a hypothetical 10% movement in the foreign currency exchange rate would result in a charge or credit to earnings of approximately $2.6 million.  In addition, at March 28, 2015 our net investment in our foreign subsidiaries with a functional currency different from our reporting currency was approximately $847.4 million.  A hypothetical 10% movement in the foreign currency exchange rate would increase or decrease our net investment in our foreign subsidiaries by approximately $84.7 million with a corresponding charge to other comprehensive income (loss).

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Item 4.  Controls and Procedures

As of March 28, 2015, our management with the participation of our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) are effective.

We are continuing to migrate certain of our systems in the U.S. to SAP software.  This software implementation is part of an ongoing business transformation initiative, and we plan to continue implementing such software throughout our business over the course of the next few years.  In connection with the SAP implementation and resulting business process changes, we modified the design and documentation of our internal control processes to ensure suitable controls over our financial reporting.

Except as described above, there were no changes in our internal control over financial reporting during our second fiscal quarter of 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II.  Other Information

Item 1. Legal Proceedings

Information required by this Item is contained in Note 14, Commitments and Contingencies, of the Notes to Unaudited Consolidated Financial Statements included within Part I of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in our fiscal 2014 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities:

					Approximate
					Dollar Value of
				Total Number of Shares	Shares that May Yet
		Average Price		Purchased as Part of	Be Purchased Under
	Total Number of	Paid per		Publicly Announced	the Plans (Dollars in
Period(1)	Shares Purchased(2)(3)	Share		Plans(3)	thousands)
December 28, 2014 to January 24, 2015	352,400	$	131.81	352,400	$	1,055,475
January 25, 2015 to February 21, 2015	1,380,856	121.26		1,380,856	888,035
February 22, 2015 to March 28, 2015(4)	5,231,991	119.18		5,231,991	264,466
Total	6,965,247	120.23		6,965,247

(1)Monthly information corresponds to our fiscal months during the second quarter of fiscal 2015.

(2)All shares purchased during the period were made as part of plans approved by the Board of Directors in November 2013, to purchase up to $1.0 billion in Company shares, and in May 2014 to purchase up to an additional $1.0 billion in Company shares.  Under this program, the Company may purchase shares in the open market (including pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Securities Exchange Act of 1934) or in privately negotiated transactions.

(3)Does not include 1,489,476 shares received upon settlement of the February 2014 ASR.  In total, 5,829,984 shares were repurchased under the ASR at an average repurchase price of $120.07 per share.

(4)Includes the privately negotiated repurchase of 5,231,991 shares of common stock from Lavazza on March 3, 2015 for an aggregate purchase price of $623.6 million.

See Note 12, Stockholders’ Equity, of the Notes to Unaudited Consolidated Financial Statements included in this Quarterly Report.

Item 6.  Exhibits

(a) Exhibits:

31.1Principal Executive Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to the Section 302 of the Sarbanes-Oxley Act of 2002.

31.2Principal Financial Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to the Section 302 of the Sarbanes-Oxley Act of 2002.

32Principal Executive Officer and Financial Officer Certifications Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101The following financial statements from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2015 formatted in eXtensible Business Reporting Language (XBRL): (i) the Unaudited Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Operations, (iii) the Unaudited Consolidated Statement of Changes in Stockholders’ Equity, (iv) the Unaudited Consolidated Statements of Comprehensive Income, (v) the Unaudited Consolidated Statements of Cash Flows and (vi) related notes.

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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, thereunto duly authorized.

KEURIG GREEN MOUNTAIN, INC.

Date:	5/6/2015	By:	/s/ Brian P. Kelley
			Brian P. Kelley,
			President and Chief Executive Officer
Date:	5/6/2015	By	/s/ Frances G. Rathke
			Frances G. Rathke,
			Chief Financial Officer and Treasurer

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