Monster Beverage (MNST) 10-K risk factor changes: FY2017 vs FY2016

[removed: _Following the TCCC Transaction, the] [added: _The] Company and TCCC have extensive commercial arrangements and, as a result, the Company’s future performance is substantially dependent on the success of its relationship with TCCC._

In connection with the TCCC Transaction and the accompanying amended distribution coordination agreements entered into with TCCC, we have transitioned third parties’ rights to distribute the Company’s products in most territories in the U.S. to members of TCCC’s distribution network, which [added: largely] consists of [removed: owned or controlled bottlers/distributors and] independent bottlers/distributors.

In addition, TCCC has become our preferred distribution partner globally with members of TCCC’s network distributing our products internationally in countries throughout, but not limited to, Africa, Asia, [added: Canada,] Central and South America, Europe, Mexico and the Middle East.

As a result, we [removed: will be reducing] [added: have reduced] our distributor diversification and [removed: will be] [added: are now] substantially dependent on TCCC’s domestic and international distribution platforms.

Also in connection with the TCCC Transaction, TCCC made a substantial equity investment in the Company and has agreed, subject to certain exceptions, not to compete in the energy drink [removed: category.][added: category in Europe through June 2018 and in certain other territories through June 2020.]

[removed: As a result, we now] [added: _We] derive virtually all of our revenues from energy drinks, and competitive pressure in the energy drink category could adversely affect our business and operating results._

[removed: As a result, our] [added: Our] focus is in the energy drink category, and our business [removed: has become more] [added: is] vulnerable to adverse changes impacting the energy drink category and business, which could adversely impact our business and the trading price of our common stock.

[removed: Following the TCCC Transaction, virtually] [added: Virtually] all of our sales are derived from our energy drinks, [removed: including, in particular,] [added: including] our Monster Energy® brand energy [removed: drinks.][added: drinks and our Strategic Brands acquired from TCCC in 2015.]

Our Monster Energy® brand energy drinks [added: and Strategic Brands] represented 90.1% [added: and 8.9%] of net [removed: sales] [added: sales, respectively,] for the year ended December 31, [removed: 2016.][added: 2017.]

Domestically, our energy drinks compete directly with Red Bull, Rockstar, [removed: No Fear,] Amp, [removed: Adrenaline Rush,] Venom, VPX Redline, Xenergy, MiO Energy, Rip It, Starbucks Double Shot, Starbucks Double Shot Energy Plus Coffee, Rockstar Roasted, 5-Hour Energy Shots, Stacker 2, VPX [removed: Redline Energy Shots] [added: Bang, V8+ Energy, Uptime, hi*ball] and many other brands.

In addition, certain large companies, such as PepsiCo, market and/or distribute products in that market segment, such as Pepsi Max, Mountain [removed: Dew, Mountain] Dew [removed: MDX] and Mountain Dew Kickstart.

[removed: Internationally, our energy drinks compete with Red Bull, Rockstar, V-Energy, Lucozade, Adrenaline Rush and] numerous local and private-label brands that usually differ from country to country, such as Hell, Shock, Tiger, Boost, Speed, TNT, Shark, Hot 6, Shark Energy, Dragon, Score, Sting, Battery, Bullit, Flash Up, Black, Non-Stop, Bomba, Semtex, Vive 100, Dark Dog, Speed, Guaraná, M-150, Lipovitan, Bacchus, Bolt, Mr. [removed: Big] [added: Big, Boom, Raptor, Amp, Fusion, Hi-Tiger, Eastroc Super Drink, Carabao, Powerhouse, XL, Crazy Tiger, Effect, Missile] and a host of other international brands.

Our Java Monster® [added: and Espresso MonsterTM] product [removed: line competes] [added: lines compete] directly with Starbucks Frappuccino, Starbucks Double Shot, Starbucks Double Shot Energy Plus Coffee and other Starbucks coffee drinks, Rockstar Roasted, [removed: Seattle’s Best] [added: Dunkin Donuts, Gold Peak Tea, Stok, High Brew, hi*ball] and [removed: illy issimo coffee drinks.][added: International Delight.]

Our Muscle Monster® product line competes directly with Muscle Milk, Core Power, [removed: ABB Pure Pro and] [added: Premier Protein, Kellogg’s Special K Protein, Bolthouse Farms Protein, EAS AdvantEdge,] Gatorade [removed: Recover Protein Shake.][added: G Series 03 Recover, 5-Hour, Power Bar and EAS Myoplex.]

In addition, our Mutant® Super Soda product line competes directly with Mountain [removed: Dew, Mountain] Dew [removed: MDX] and Mountain Dew Kickstart.

[removed: _Following the TCCC Transaction,] [added: _The Company,] in [removed: certain markets the Company] [added: several markets,] owns multiple potentially competing brands in the energy drink category._

[removed: These brands comprise the] [added: The] Strategic Brands [removed: segment which represents] [added: acquired from TCCC in 2015 represented] 8.9% of consolidated net sales for the year ended December 31, [removed: 2016.][added: 2017.]

Although we continue to integrate [removed: these brands] [added: the Strategic Brands] with our broader energy drink portfolio, we may encounter difficulties managing different and potentially competing brands in such shared markets, which could adversely impact our business and [removed: the trading price] [added: results] of [removed: our common stock.][added: operations.]

As of February [removed: 10, 2017,] [added: 12, 2018,] TCCC owned common shares of the Company representing approximately [removed: 18.0%] [added: 18%] of the total number of the Company’s outstanding common shares.

TCCC [added: has] also nominated two directors to the Company’s board of directors.

Legislation has been proposed and/or adopted at the U.S. federal, state and/or municipal level and proposed and/or adopted in certain foreign jurisdictions to restrict the sale of energy drinks (including, prohibiting the sale of energy drinks at certain establishments or pursuant to certain governmental programs), limit [removed: caffeine] [added: the] content [added: of caffeine and other ingredients] in beverages, require certain product labeling disclosures and/or warnings, impose excise taxes, limit product size or impose age restrictions for the sale of energy drinks.

The production, distribution and sale in the United States of many of our products are also currently subject to various federal and state regulations, including, but not limited to: the FD&C [removed: Act, as amended by the Dietary Supplement Health and Education Act of 1994;] [added: Act;] the Occupational Safety and Health Act; various environmental statutes; California Proposition 65; and various other federal, state and local statutes and regulations applicable to the production, transportation, sale, safety, advertising, labeling and ingredients of such products.

If a regulatory authority finds that a current or future [removed: product] [added: product, its label,] or [added: a] production run is not in compliance with any of these regulations, we may be fined, or such products may have to be recalled, reformulated and/or have the packaging changed, which could adversely affect our business, financial condition and results of operations.

_We cannot predict the effect of inquiries from and/or actions by attorneys general, other government agencies and/or quasi-government agencies into the production, advertising, marketing, promotion, [added: labeling,] ingredients, usage and/or sale of our energy drink products._

In July 2012, we received a subpoena from [removed: a state attorney general] [added: the Attorney General for the State of New York] in connection with an investigation relating to the advertising, marketing, promotion, ingredients, usage and sale of our Monster Energy® brand energy drinks.

[removed: From] [added: In addition, from] time to time, government and/or quasi-governmental agencies may investigate the safety of caffeine and energy drinks.

For [removed: instance,] [added: example,] in January 2013, the [removed: FDA announced that it would be investigating] [added: Company received and responded to inquiries from U.S. legislators in response to FDA’s investigation into] the safety of caffeine in food products, particularly its effects on children and adolescents.

[removed: The Congressmen] [added: These legislators ultimately] released a [removed: follow-up] report in January 2015, recommending, inter alia, that the energy drink industry not market to consumers under the age of 18 and not market their products for hydration, and that the FDA develop and release definitions and guidance for this market sector.

We have been [added: and are currently] named as a defendant in [removed: product liability] [added: personal injury] lawsuits which allege that consumption of our products has been responsible for wrongful deaths and/or injuries.

We do not believe that our products are responsible for such wrongful deaths and/or injuries, and [added: we] intend to vigorously defend [removed: any] such lawsuits.

[removed: In] [added: For example, in] July 2012, [removed: the Company] [added: we] received a subpoena from the [removed: Attorney General for the State of] New York [added: State Attorney General] in connection with [removed: its] [added: an] investigation [removed: concerning] [added: relating to] the [removed: Company’s] advertising, marketing, promotion, ingredients, usage and sale of [removed: its] [added: our] Monster Energy® brand energy drinks.

Several other lawsuits have been filed against us claiming that certain statements made in our advertisements and/or on the labels of our products were false and/or misleading [added: or otherwise not] in [removed: nature] [added: compliance with food standards under local law,] and/or that our products are not safe.

We do not believe any statements made by us in our promotional materials or set forth on our product labels are false or misleading or [added: noncompliant with local law, or] that our products are in any way unsafe and [removed: intend to] [added: we] vigorously defend these lawsuits.

Any of the foregoing matters or other [removed: product-related] litigation, the threat thereof, or unfavorable media attention arising from pending or threatened product-related litigation could consume significant financial and managerial resources and result in decreased demand for our products, significant monetary awards against us and injury to our reputation.

An unfavorable report on the health effects of caffeine, [added: such as those related to obesity,] or criticism or negative publicity regarding the caffeine content and/or any other ingredients in our products or energy drinks generally, [added: including product safety concerns,] could have an adverse effect on our business, financial condition and results of operations.

If reports, studies or articles critical of caffeine and/or energy drinks continue to be published or are published in the future, [added: or additional voluntary measures are taken,] they could adversely affect the demand for our products.

Our gross sales to customers outside of the United States were approximately [removed: 25%, 23%] [added: 28%, 25%] and 23% of consolidated gross sales for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] respectively.

We face and will continue to face substantial risks associated with having foreign operations, [removed: including:] [added: including;] economic and/or political instability in our international markets; restrictions on or costs relating to the repatriation of foreign profits to the United States, including possible taxes and/or withholding obligations on any repatriations; and tariffs and/or trade restrictions.

Foreign currency transaction losses were [added: $3.3 million,] $9.7 million and $5.5 million for the years ended December 31, [added: 2017,] 2016 and 2015, respectively.

[removed: We] [added: However, we] also procure flavors from other [added: independent] flavor suppliers.

Internationally, our energy drinks compete with Red Bull, Rockstar, V-Energy, Lucozade and

In several markets our Monster Energy® brand energy drinks and Strategic Brands compete with each other.

We have complied with both subpoenas.

We cannot predict the outcome of this inquiry and what, if any, effect it may have on our business, financial condition or results of operations.

In early 2018, certain retailers in the United Kingdom announced the introduction of voluntary retailer measures to prevent the sale of energy drinks to individuals under the age of 16.

On December 22, 2017, the President of the United States signed into law the Tax and Jobs Act (the “Tax Reform Act”) which imposes broad and complex changes to the U.S. tax code.

While we have provided a provisional estimate of the effect of the Tax Reform Act in our financial statements, in particular as it relates to the reduction of our net deferred tax assets, actual amounts may vary materially from these estimates due to a number of uncertainties and factors, including further analysis and clarification of the Tax Reform Act that cannot be reasonably estimated at this time.

_Following the TCCC Transaction, the Company no longer competes with TCCC in the non-energy drink category.

Under the terms of the TCCC Transaction, we have agreed, subject to certain exceptions, not to compete with TCCC in the non-energy drink category.

As a result of the TCCC Transaction, we have acquired additional brands in the energy drink category in certain markets.

Also in January 2013, we received a letter from Representative Edward J.

Markey, Senator Richard J.

Durbin and Senator Richard Blumenthal requesting information from us to enable them to better understand a number of issues relating, in part, to an investigation they said had been launched by the FDA examining energy drinks and potential health risks, particularly for groups of vulnerable individuals, including young people and those with pre-existing cardiac conditions.

We provided a response to their letter.

The Congressmen issued a report and recommendations in April 2013, most of which we had already implemented.

We believe that each of these lawsuits is without merit and would not have a material adverse effect on our financial position or results of operations in the event any damages were to be awarded.

Production of documents pursuant to that subpoena was completed in approximately May 2014.

On September 8, 2014, the Company moved to quash the second subpoena in the Supreme Court, New York County.

The motion was fully briefed and was argued on March 17, 2015.

On January 13, 2017, the Court issued an opinion in which it agreed with certain Company arguments regarding the scope of the subpoena and the Attorney General’s investigation, but denied the motion to quash and granted the Attorney General’s cross-motion to compel compliance.

It is unknown what, if any, action the state Attorney General may take against the Company, the relief which may be sought in the event of any such proceeding or whether such proceeding could have a material adverse effect on the Company’s business, financial condition or results of operations.

with distributors and/or retailers, increase our distribution costs and/or cause sales opportunities to be delayed or lost.

Future tax legislation, particularly within the U.S., may affect our effective tax rate.

The current U.S. administration has indicated that tax reform is among its top priorities and the U.S. Congress is currently reviewing and/or may in the future review tax legislation proposals.

We do not know how such legislation, if enacted, will affect our business.

not be able to sell our stock at attractive prices.

We incurred [removed: $1.6] [added: $15.5] million in [removed: stock repurchase] [added: TCCC Transaction related] expenses for the year ended December 31, [removed: 2016 related to the Auction Stock Repurchase Tender.][added: 2015.]

On April 1, 2016, we completed our acquisition of [removed: AFF,] [added: flavor supplier and long-time business partner American Fruits & Flavors (“AFF”),] in an asset acquisition that brought our primary flavor supplier in-house, secured the intellectual property of our most important flavors in perpetuity and further enhanced our flavor development and global flavor footprint [removed: capabilities.][added: capabilities (the “AFF Transaction”).]

We incurred distributor termination costs of [removed: $79.8] [added: $35.4] million, [removed: $224.0] [added: $79.8] million and [removed: ($0.2)] [added: $224.0] million for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] respectively.

Such termination costs have been expensed in full and are included in operating expenses for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014.][added: 2015.]

We recognized as income [added: $0.6 million,] $5.7 million and $39.8 million for the years ended December 31, [added: 2017,] 2016 and 2015, respectively, related to the accelerated amortization of the deferred revenue balances associated with certain of our prior distributors who were sent notices of termination during the relevant periods.

We incurred [removed: $15.5 million and $4.8 million in] [added: no] TCCC Transaction related expenses for the years ended December 31, [removed: 2015] [added: 2017] and [removed: 2014, respectively.][added: 2016.]

[removed: We incurred no TCCC Transaction related expenses] [added: _Results of Operations] for the [removed: year ended] [added: Year Ended] December 31, [removed: 2016.][added: 2017 Compared to the Year Ended December 31, 2016._]

The following table summarizes the selected items discussed above for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014:][added: 2015:]

| Income Statement Items (in thousands): | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | | | [removed: 2014] [added: 2015] | | |

| Accelerated recognition of deferred revenue | | $ | [removed: 5,713] [added: 585] | | $ | [removed: 39,761] [added: 5,713] | | $ | [removed: \-] [added: 39,761] | |

| Stock Repurchase expenses | | $ | [removed: (1,556)] [added: \-] | | $ | [removed: \-] [added: (1,556)] | | $ | \- | |

| AFF Transaction expenses | | [removed: (4,483)] [added: \-] | | | [removed: \-] [added: (4,483)] | | | \- | | |

| Distributor termination costs | | [removed: (79,751)] [added: (35,410)] | | | [removed: (224,000)] [added: (79,751)] | | | [removed: 157] [added: (224,000)] | | |

| TCCC Transaction expenses | | \- | | | [removed: (15,496)] [added: \-] | | | [removed: (4,824)] [added: (15,496)] | | |

| Gain on sale of Monster Non-Energy | | $ | \- | | $ | [removed: 161,470] [added: \-] | | $ | [removed: \-] [added: 161,470] | |

| Net Impact on Operating Income | | $ | [removed: (80,077)] [added: (34,825)] | | $ | [removed: (38,265)] [added: (80,077)] | | $ | [removed: (4,667)] [added: (38,265)] | |

| · Monster Energy® | · [removed: Nalu®] [added: NOS®] |

| · Monster Rehab® | · [removed: NOS®] [added: Burn®] |

| · Monster Energy Extra Strength Nitrous Technology® | · [removed: Full Throttle®] [added: Mother®] |

| · Java Monster® | · [removed: Burn®] [added: Nalu®] |

| · Muscle Monster® | · [removed: Mother®] [added: Ultra Energy®] |

| · [removed: Mega] Monster [removed: Energy®] [added: Energy Ultra®] | · [removed: Ultra®] [added: Full Throttle®] |

| · Juice Monster® | · [removed: Gladiator®] [added: BPM®] |

| · Übermonster® | · [removed: Relentless®] [added: BU®] |

| · Mutant® Super Soda | [removed: · BPM®] |

Our Monster Energy® brand energy drinks, which represented 90.1%, [removed: 92.5%] [added: 90.1%] and [removed: 93.9%] [added: 92.5%] of our net sales for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] respectively, primarily include the [removed: following:][added: following energy drinks1:]

| · Juice Monster® Khaos® | · Java Monster® [removed: Vanilla Light] [added: Irish Blend®] |

| · Juice Monster® Ripper® | · Java Monster® [removed: Irish Blend®] [added: Salted Caramel] |

| · Juice Monster® Pipeline Punch® | · [removed: Java Monster® Salted Caramel] [added: ÜbermonsterTM Energy BrewTM] |

| · Monster Energy Absolutely Zero® | · [removed: Mega Monster Energy®] [added: Java Monster® Vanilla Light] |

| · Monster Energy® [removed: Import] [added: Export] | · Monster Energy Extra Strength Nitrous |

| · Punch Monster® Baller’s Blend® (formerly Dub Edition) | Technology® [removed: Super Dry™] [added: Anti-Gravity®] |

| · Punch Monster® Mad Dog (formerly Dub Edition) | · [added: M3(stylized) ®] Monster [removed: Energy Extra Strength Nitrous] [added: Energy® Super] |

| · Monster Rehab® Tea + Lemonade + Energy | [removed: Technology® Anti-Gravity®] [added: Concentrate] |

| · Monster Rehab® Raspberry Tea + Energy (formerly Rojo) | · [removed: M3®] Monster [removed: Energy® Super Concentrate] [added: Energy Zero Ultra®] |

| · Monster Rehab® Green Tea + Energy | · Monster Energy [removed: Zero Ultra®] [added: Ultra Blue®] |

| · Monster Rehab® Tea + Orangeade + Energy | · Monster Energy Ultra [removed: Blue®] [added: Red®] |

| · Monster Rehab® Tea + Pink Lemonade + Energy | · Monster Energy Ultra [removed: Red®] [added: Black®] |

| · Monster Rehab® Peach Tea + Energy | · Monster Energy Ultra [removed: Black®] [added: Sunrise®] |

| · Muscle Monster® Vanilla | · Monster Energy Ultra [removed: Sunrise®] [added: Citron®] |

(See Note 2 “Acquisitions and Divestitures” in the notes to the consolidated financial statements).

On December 22, 2017, the President of the United States signed into law the Tax Reform Act.

The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries.

The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018.

As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act, we revalued our net deferred tax assets at December 31, 2017, resulting in a provisional $39.8 million charge included in the provision for income taxes for the year ended December 31, 2017.

The Tax Reform Act also provided for a one-time deemed mandatory repatriation of Post-1986 undistributed foreign subsidiary earnings and profits (“E&P”) through the year ended December 31, 2017.

As a result, we recognized a provisional $2.1 million charge in the provision for income taxes for the year ended December 31, 2017 related to the deemed mandatory repatriation.

| · Espresso MonsterTM | · Play® and Power Play(stylized)® |

| · Punch Monster® | · Relentless® |

| · Monster Hydro® | · Gladiator® |

| · Caffé MonsterTM | · Samurai® |

| · Juice Monster® Mango Loco | · Monster Energy Extra Strength Nitrous |

| · Monster Energy® Import | Technology® Super Dry™ |

| · Monster Hydro® Manic Melon® | · Monster Energy® Lewis Hamilton 44 |

| · Monster Hydro® Tropical Thunder® | · Monster Energy® Gronk |

| · Espresso MonsterTM Espresso and Cream | · Monster Energy® Fury |

| · Espresso MonsterTM Vanilla Espresso | |

_1__Discontinued products have been omitted._

· Espresso MonsterTM Espresso and Cream (October 2017)

· Espresso MonsterTM Vanilla Espresso (October 2017)

· NOS® Nitro Mango (October 2017)

· Monster Energy® Fury (September 2017)

· Monster Energy® Lewis Hamilton 44 (April 2017)

· Mutant® Super Soda White Lightning (April 2017)

· Monster Hydro® Mean Green® (May 2017)

· Monster Hydro® Manic Melon® (May 2017)

· Monster Hydro® Tropical Thunder® (May 2017)

· Juice Monster® Mango Loco (May 2017)

· Full Throttle® Orange (March 2017)

Subsequent to December 31, 2017, we introduced Caffé MonsterTM Vanilla, Caffé MonsterTM Mocha and Caffé MonsterTM Salted Caramel.

| | | 2017 | | 2016 | | 2015 | |

As part of the North America Refranchising, the territories of certain TCCC Subsidiaries have been transitioned to certain independent/non wholly-owned TCCC bottler/distributors.

Accordingly, our percentage of net sales classified as sales to the TCCC Subsidiaries decreased for the year ended December 31, 2017.

CCBCC Operations, LLC accounted for approximately 13%, 9% and 6% of our net sales for the years ended December 31, 2017, 2016 and 2015, respectively.

The increase in working capital was primarily the result of retained profits reflected in an overall increase in cash, cash equivalents and short-term investments.

Furthermore, our growth strategy includes

| · | increase in costs of raw materials used by us; |

Net sales of our AFF Third-Party Products were $21.6 million for the year ended December 31, 2017, an increase of $4.6 million, or 27.0% higher than net sales of $17.0 million (effectively from April 1, 2016 to December 31, 2016) for the year ended December 31, 2016.

The overall average net sales per case (excluding net sales of AFF Third-Party Products of $21.6 million and $17.0 million for the years ended December 31, 2017 and 2016, respectively, as these sales do not have unit case equivalents) decreased to $9.30 for the year ended December 31, 2017, which was 1.6% lower than the average net sales per case of $9.45 for the year ended December 31, 2016.

The lower average net sales price per case was primarily attributable to the changes in geographic sales mix.

_Stock Repurchases_

On April 28, 2016, our Board of Directors authorized us to commence a “modified Dutch auction” tender offer to repurchase up to $2.0 billion of our outstanding shares of common stock (the “Auction Stock Repurchase Tender”).

The Auction Stock Repurchase Tender was authorized under our existing share repurchase authority and was funded with cash on hand.

We commenced this tender offer in May 2016.

On June 15, 2016, we accepted for payment an aggregate of 38.5 million shares of common stock at a purchase price of $52.00 per share, for a total amount of $2.0 billion (excluding commissions).

Such shares of common stock are included in common stock in treasury in the accompanying consolidated balance sheet at December 31, 2016.

On August 2, 2016, our Board of Directors authorized a new share repurchase program for the repurchase of up to $250.0 million of our outstanding shares of common stock (the “August 2016 Repurchase Plan”).

During the year ended December 31, 2016, we purchased 5.8 million shares of common stock at an average purchase price of $43.40 per share, for a total amount of $249.9 million (excluding broker commissions), which exhausted the availability under the August 2016 Repurchase Plan.

We accounted for the AFF Transaction in accordance with FASB ASC No. 805 “Business Combinations”.

Inventory purchased under the AFF Transaction was recorded at fair value.

Raw material cost savings from the AFF Transaction were approximately $46.4 million in the year ended December 31, 2016.

However, raw material cost savings were not immediately recognized upon the completion of the AFF Transaction as both the Company’s inventory on hand and inventory acquired as part of the AFF Transaction were recorded at fair value.

As a result, the cost savings were not recognized through cost of goods sold until the end of the second quarter of 2016.

No accelerated amortization of deferred revenue was recognized for the year ended December 31, 2014.

| --- | --- |

| · Punch Monster® | · Play® and Power Play® |

| · BU® | · Samurai® |

| · Muscle Monster® Strawberry | · Monster Energy Ultra Violet™ |

| · Monster Energy® Gronk | · Übermonster® Energy Brew™ |

· Monster Energy Ultra Violet™ (December 2016).

· Mutant® Super Soda (September 2016).

· Monster Energy® Gronk (February 2016).

· Java Monster® Salted Caramel (January 2016).

In February 2015, in accordance with our then existing agreements with the applicable AB Distributors, we sent notices of termination to the majority of the AB Distributors in the United States for the termination of their respective distribution agreements.

The associated distribution rights relating to such terminated distribution agreements have been transitioned to TCCC’s network of owned or controlled bottlers/distributors and independent bottlers/distributors as of the effective date of termination of the affected AB Distributors’ rights in the applicable territories.

As of March 1, 2017, distribution rights in the U.S. representing approximately 94% of the target case sales have been transitioned to TCCC’s distribution network.

The decrease in working capital was primarily the result of the $2.0 billion Auction Stock Repurchase Tender and the AFF Transaction.

· redesign, repackaging and repositioning of our Strategic Brands;

| | | | | | | | | | | | | | | |

_Results of Operations for the Year Ended December 31, 2015 Compared to the Year Ended December 31, 2014._

Net sales for the year ended December 31, 2015 included $39.8 million related to the accelerated amortization of the deferred revenue balances associated with certain of the Company’s prior distributors.

The overall average net sales per case decreased to $9.91 for the year ended December 31, 2015, which was 4.2% lower than the average net sales per case of $10.34 for the year ended December 31, 2014.

The lower average net sales per case was primarily attributable to sales of concentrates and/or beverage bases in the Strategic Brands segment, which generally generate lower net operating revenues than those products within the Monster Energy® Drinks segment.

There were no net sales for the Strategic Brands segment for the year ended December 31, 2014.

Net sales for the Other segment, the principal products of which include the brands disposed of as a result of the TCCC Transaction, were $60.8 million for the year ended December 31, 2015 (effectively from January 1, 2015 to June 12, 2015), a decrease of approximately $89.6 million, or 59.6% lower than net sales of $150.3 million for the year ended December 31, 2014.

The increase in gross profit dollars was primarily the result of the $204.0 million increase in net sales of our Monster Energy® brand energy drinks, the $143.3 million of net sales for the Strategic Brands segment as well as the $39.8 million accelerated amortization of the deferred revenue balances associated with certain of the Company’s prior distributors.

The increase in gross profit as a percentage of net sales was primarily attributable to the Strategic Brands segment, which generally has higher gross margins than the Monster Energy® Drinks segment, the decrease in the net sales of the Other segment, which generally has lower gross margins than the Monster Energy® Drinks segment, the $39.8 million accelerated amortization of the deferred revenue balances associated with certain of the Company’s prior distributors, changes in product sales mix and lower costs of certain sweeteners and other raw materials.

The increase in operating expenses was primarily due to increased costs of $224.2 million associated with terminating certain existing distributors.

To a lesser extent, the increase in operating expenses was attributable to increased payroll expenses of $30.0 million (of which $11.9 million was related to payroll taxes in connection with the exercise of certain stock options), increased expenditures of $16.4 million for sponsorships and endorsements and increased expenditures of $10.7 million for transaction expenses related to the TCCC Transaction.

The decrease in the contribution margin for the Monster Energy® Drinks segment was primarily the result of the increased expenditures of $224.2 million relating to the costs associated with terminating certain existing distributors.

Our gross sales to customers outside of the United States were approximately [removed: 25%] [added: 28%] and [removed: 23%] [added: 25%] of consolidated gross sales for the years ended December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] respectively.

During the year ended December 31, [removed: 2016,] [added: 2017,] we entered into forward currency exchange contracts with financial institutions to create an economic hedge to specifically manage a portion of the foreign exchange risk exposure associated with certain consolidated subsidiaries’ non-functional currency denominated assets and liabilities.

All foreign currency exchange contracts entered into by us as of December 31, [removed: 2016] [added: 2017] have terms of one month or less.

We do not consider the potential loss resulting from a hypothetical 10% adverse change in quoted foreign currency exchange rates as of December 31, [removed: 2016] [added: 2017] to be significant.

As of December 31, [removed: 2016,] [added: 2017,] we had [removed: $377.6] [added: $528.6] million in cash and cash equivalents and [removed: $222.9] [added: $675.3] million in short-term and long-term investments including [removed: U.S. treasuries,] certificates of [removed: deposit] [added: deposit, commercial paper, U.S. government agency securities, variable rate demand notes] and municipal securities [removed: which] [added: (which] may have an auction reset [removed: feature.][added: feature).]

On April 1, 2016, we completed [added: the AFF Transaction resulting in] our acquisition of flavor supplier and long-time business partner [removed: American Fruits & Flavors (“AFF”),] [added: AFF,] in an asset acquisition that brought our primary flavor supplier in-house, secured the intellectual property of our most important flavors in perpetuity and further enhanced our flavor development and global flavor footprint [removed: capabilities (the “AFF Transaction”).][added: capabilities.]

On June 12, 2015, we completed the [removed: transactions] [added: TCCC Transaction] contemplated by the definitive agreements entered into with [removed: The Coca-Cola Company (“TCCC”)] [added: TCCC] on August 14, 2014, which provided for a long-term strategic relationship in the global energy drink [removed: category (the “TCCC Transaction”).][added: category.]

We have three operating and reportable segments, (i) Monster Energy® Drinks segment (“Monster Energy® Drinks”), which is comprised of our Monster Energy® [added: drinks, Monster Hydro® energy] drinks [removed: as well as] [added: and] Mutant® Super Soda drinks, (ii) Strategic Brands segment (“Strategic Brands”), which [removed: include] [added: is comprised of] the various energy drink brands acquired from [removed: TCCC as a result of] [added: The Coca-Cola Company (“TCCC”) in 2015 (the “TCCC Transaction”) (see Note 2 “Acquisitions and Divestitures” in] the [removed: TCCC Transaction] [added: notes to the consolidated financial statements)] and (iii) Other segment (“Other”), the principal products of which include the non-energy brands disposed of as a result of the TCCC [removed: Transaction,] [added: Transaction (effectively from January 1, 2015 to June 12, 2015),] as well as certain [removed: products] [added: products,] acquired as part of [added: our American Fruits & Flavors (“AFF”) asset acquisition in 2016 (the “AFF Transaction”) (see Note 2 “Acquisitions and Divestitures” in] the [removed: AFF Transaction] [added: notes to the consolidated financial statements),] that are sold [added: by AFF] to independent [removed: third-parties] [added: third-party customers] (the “AFF Third-Party [removed: Products”).][added: Products”) (effectively from April 1, 2016).]

Corporate and unallocated amounts that do not [added: specifically] relate to a reportable segment [removed: specifically] have been allocated to “Corporate and Unallocated.” Our Monster Energy® Drinks segment represented 90.5%, [removed: 92.5%] [added: 90.5%] and [removed: 93.9%] [added: 92.5%] of our consolidated net sales for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] respectively.

Our Strategic Brands segment represented [removed: 8.9% and] [added: 8.9%, 8.9%,] 5.3% of our consolidated net sales for the years ended December 31, [added: 2017,] 2016 and 2015 (effectively from June 13, 2015).

Our Other segment represented 0.6%, [removed: 2.2%] [added: 0.6%] and [removed: 6.1%] [added: 2.2%] of our consolidated net sales for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] respectively.

Our Monster Energy® Drinks segment generates net operating revenues by selling ready-to-drink packaged [added: energy] drinks primarily to bottlers and full service beverage distributors.

In some cases, we sell directly to retail grocery and specialty chains, wholesalers, club stores, mass merchandisers, convenience chains, [added: drug stores,] food service customers and the military.

The ready-to-drink packaged energy drinks are then sold to other [removed: bottlers,] [added: bottlers and] full service [removed: distributors, wholesalers, or retailers directly, including,] [added: distributors and to] retail grocery and specialty chains, [added: wholesalers,] club stores, mass merchandisers, convenience chains, food service customers, drug stores and the military.

Generally, the Monster Energy® Drinks segment generates higher per case net operating revenues, but lower per case gross profit [removed: margins,] [added: margins] than the Strategic Brands segment.

| · Monster Energy® | · [removed: Nalu®] [added: NOS®] |

| · Monster Rehab® | · [removed: NOS®] [added: Burn®] |

| · Monster Energy Extra Strength Nitrous Technology® | · [removed: Full Throttle®] [added: Mother®] |

| · Java Monster® | · [removed: Burn®] [added: Nalu®] |

| · Muscle Monster® | · [removed: Mother®] [added: Ultra Energy®] |

| · [removed: Mega] Monster [removed: Energy®] [added: Energy Ultra®] | · [removed: Ultra®] [added: Full Throttle®] |

| · Juice Monster® | · [removed: Gladiator®] [added: BPM®] |

| · Übermonster® | · [removed: Relentless®] [added: BU®] |

| · Mutant® Super Soda | [removed: · BPM®] |

Our Monster Energy® brand energy drinks, which represented 90.1%, [removed: 92.5%] [added: 90.1%] and [removed: 93.9%] [added: 92.5%] of our net sales for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] respectively, primarily include the [removed: following:][added: following energy drinks1:]

| · Juice Monster® Khaos® | · Java Monster® [removed: Vanilla Light] [added: Irish Blend®] |

| · Juice Monster® Ripper® | · Java Monster® [removed: Irish Blend®] [added: Salted Caramel] |

| · Juice Monster® Pipeline Punch® | · [removed: Java Monster® Salted Caramel] [added: ÜbermonsterTM Energy BrewTM] |

| · Monster [removed: Energy®] [added: Energy] Absolutely [removed: Zero] [added: Zero®] | · [removed: Mega Monster Energy®] [added: Java Monster® Vanilla Light] |

| · Monster Energy® [removed: Import] [added: Export] · Punch Monster® Baller’s Blend® (formerly Dub Edition) | · Monster Energy Extra Strength Nitrous Technology® [removed: Super Dry™] [added: Anti-Gravity®] |

| · Punch Monster® Mad Dog (formerly Dub Edition) · Monster Rehab® Tea + Lemonade + Energy | · [added: M3(stylized)®] Monster [removed: Energy Extra Strength Nitrous Technology® Anti-Gravity®] [added: Energy® Super Concentrate] |

| · Monster Rehab® Raspberry Tea + Energy (formerly Rojo) | · [removed: M3®] Monster [removed: Energy® Super Concentrate] [added: Energy Zero Ultra®] |

| · Monster Rehab® Green Tea + Energy | · Monster Energy [removed: Zero Ultra®] [added: Ultra Blue®] |

| · Monster Rehab® Tea + Orangeade + Energy | · Monster Energy Ultra [removed: Blue®] [added: Red®] |

| · Monster Rehab® Tea + Pink Lemonade + Energy | · Monster Energy Ultra [removed: Red®] [added: Black®] |

| · Monster Rehab® Peach Tea + Energy | · Monster Energy Ultra [removed: Black®] [added: Sunrise®] |

| · Muscle Monster® Vanilla | · Monster Energy Ultra [removed: Sunrise®] [added: Citron®] |

| · Muscle Monster® Chocolate | · Monster Energy Ultra [removed: Citron®] [added: Violet®] |

| · [removed: Muscle Monster® Banana] [added: Monster Hydro® Mean Green®] | · Monster Energy® Valentino Rossi |

The “alternative” beverage category combines non-carbonated, ready-to-drink iced teas, lemonades, juice cocktails, single-serve juices and fruit beverages, ready-to-drink dairy and coffee drinks, energy drinks, sports drinks and single-serve still [removed: water] [added: waters] (flavored, unflavored and enhanced) with “new age” beverages, including sodas that are considered natural, sparkling juices and flavored sparkling beverages.

According to Beverage Marketing Corporation, domestic U.S. wholesale sales in [removed: 2016] [added: 2017] for the “alternative” beverage category of the market are estimated at approximately [removed: $48.5] [added: $52.6] billion, representing an increase of approximately [removed: 7.7%] [added: 5.6%] over [removed: the] estimated domestic U.S. wholesale sales in [removed: 2015] [added: 2016] of approximately [removed: $45.0] [added: $49.8] billion.

[removed: 2016] [added: 2017] Product Introductions

During [removed: 2016,] [added: 2017,] we continued to expand our existing portfolio of drinks and further develop our distribution markets.

During [removed: 2016,] [added: 2017,] we introduced the following products:

Those products or product lines discontinued in [removed: 2016,] [added: 2017,] either individually or in aggregate, did not have a material adverse impact on our financial position, results of operations or liquidity.

| · Espresso MonsterTM | · Play® and Power Play(stylized)® |

| · Punch Monster® | · Relentless® |

| · Monster Hydro® | · Gladiator® |

| · Caffé MonsterTM | · Samurai® |

| · Juice Monster® Mango Loco · Monster Energy® Import | · Monster Energy Extra Strength Nitrous Technology® Super Dry™ |

| · Monster Hydro® Manic Melon® | · Monster Energy® Lewis Hamilton 44 |

| · Monster Hydro® Tropical Thunder® | · Monster Energy® Gronk |

| · Espresso MonsterTM Espresso and Cream | · Monster Energy® Fury |

| · Espresso MonsterTM Vanilla Espresso | |

_1__Discontinued products have been omitted._

In 2016, we completed our acquisition of flavor supplier and long-time business partner AFF.

· Espresso MonsterTM Espresso and Cream (October 2017)

· Espresso MonsterTM Vanilla Espresso (October 2017)

· NOS® Nitro Mango (October 2017)

· Monster Energy® Fury (September 2017)

· Monster Energy® Lewis Hamilton 44 (April 2017)

· Mutant® Super Soda White Lightning (April 2017)

· Monster Hydro® Mean Green® (May 2017)

· Monster Hydro® Manic Melon® (May 2017)

· Monster Hydro® Tropical Thunder® (May 2017)

· Juice Monster® Mango Loco (May 2017)

· Full Throttle® Orange (March 2017)

Subsequent to December 31, 2017, we introduced Caffé MonsterTM Vanilla, Caffé MonsterTM Mocha and Caffé MonsterTM Salted Caramel.

_Espresso Monster__TM_ _Espresso + Energy Drinks_ - a line of non-carbonated dairy based espresso + energy drinks.

We offer the following espresso + energy drinks under the Espresso MonsterTM product line: Espresso and Cream and Vanilla Espresso.

Monster Hydro®:

Monster Hydro® - a line of non-carbonated, lightly sweetened refreshment + energy drinks.

We offer the following refreshment + energy drinks under the Monster Hydro® product line: Tropical Thunder, Mean Green and Manic Melon.

As of March 1, 2018, all of the territory previously falling under the Amended and Restated Distribution Agreement with CCR has been assigned by CCR to various TCCC network bottlers in the United States, including CCBCC Operations, LLC.

As part of TCCC’s North America Refranchising initiative (the “North America Refranchising”), the territories of certain TCCC Subsidiaries have been transitioned to certain independent/non wholly-owned TCCC bottler/distributors.

Accordingly, our percentage of net sales classified as sales to the TCCC Subsidiaries decreased for the year ended December 31, 2017.

CCBCC Operations, LLC accounted for approximately 13%, 9% and 6% of our net sales for the years ended December 31, 2017, 2016 and 2015, respectively.

BU®, Nalu®, Burn®, Mother®, Play®, Power Play(stylized)®, Relentless®, Ultra Energy® and BPM® are registered outside of the United States in certain jurisdictions.

_Product Formulation, Labeling and Advertising._ Globally, we are subject to a number of regulations applicable to the formulation, labeling and advertising of our Products.

Although these changes were scheduled to go into effect on July 26, 2018, the FDA has proposed delaying the compliance date until January 1, 2020 and has stated that it will not enforce the July 2018 compliance date.

Similar measures have been enacted but are not yet enforced in, for example, Ireland, South Africa and the United Kingdom.

Other countries, including Brazil, are considering similar measures.

Stock Split

On October 14, 2016, we announced a three-for-one stock split of the Company’s common stock (“the Stock Split”), to be effected in the form of a 200% stock dividend.

The common stock dividend was issued on November 9, 2016 and the Company’s common stock began trading at the split adjusted price on November 10, 2016.

Accordingly, all per share amounts, average common stock outstanding, common stock outstanding, common stock repurchased and equity based compensation presented in this Form 10-K have been adjusted retroactively, where applicable, to reflect the stock split.

Stock Repurchases

On April 28, 2016, our Board of Directors authorized us to commence a “modified Dutch auction” tender offer to repurchase up to $2.0 billion of our outstanding shares of common stock (the “Auction Stock Repurchase Tender”).

The Auction Stock Repurchase Tender was authorized under our existing share repurchase authority and was funded with cash on hand.

We commenced this tender offer in May 2016.

On June 15, 2016, we accepted for payment an aggregate of 38.5 million shares of common stock at a purchase price of $52.00 per share, for a total amount of $2.0 billion (excluding commissions), which exhausted the availability under all previously authorized share repurchase plans.

Such shares of common stock are included in common stock in treasury in the accompanying consolidated balance sheet at December 31, 2016.

On August 2, 2016, our Board of Directors authorized a new share repurchase program for the repurchase of up to $250.0 million of our outstanding shares of common stock (the “August 2016 Repurchase Plan”).

During the year ended December 31, 2016, we purchased 5.8 million shares of common stock at an average purchase price of $43.40 per share, for a total amount of $249.9 million (excluding broker commissions), which exhausted the availability under the August 2016 Repurchase Plan.

On February 28, 2017, our Board of Directors authorized a new share repurchase program for the purchase of up to $500.0 million of our outstanding shares of common stock (the “February 2017 Repurchase Plan”).

No shares have been repurchased pursuant to the February 2017 Repurchase Plan.

We accounted for the AFF Transaction in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 “Business Combinations”.

| · Punch Monster® | · Play® and Power Play® |

| · BU® | · Samurai® |

| · Muscle Monster® Strawberry | · Monster Energy Ultra Violet™ |

| · Monster Energy® Gronk | · Übermonster® Energy Brew™ |

· Monster Energy Ultra Violet™ (December 2016).

· Mutant® Super Soda (September 2016).

· Monster Energy® Gronk (February 2016).

· Java Monster® Salted Caramel (January 2016).

In addition to these packages, our bottlers package Mutant® Super Soda drinks and certain of our Strategic Brands in polyethylene terephthalate (PET) plastic bottles.

capacity and/or suitable equipment to package our products.

In February 2015, in accordance with our then existing agreements with the applicable AB Distributors, we sent notices of termination to the majority of the AB Distributors in the United States for the termination of their respective distribution agreements.

The associated distribution rights relating to such terminated distribution agreements have been transitioned to TCCC’s network of owned or controlled bottlers/distributors and independent bottlers/distributors as of the effective date of termination of the affected AB Distributors’ rights in the applicable territories.

As of March 1, 2017, distribution rights in the U.S. representing approximately 94% of the target case sales have been transitioned to TCCC’s distribution network.

In May 2015, bisphenol-A (BPA), a food-grade chemical commonly used in the coating of the interiors of aluminum cans, was added to the Proposition 65 list, but California has not yet established a “safe harbor” threshold for exposure to BPA by ingestion.

Certain of our aluminum cans suppliers are now evaluating alternative BPA non-intent coating for consideration.

In October 2012, we received a written request for information from the City Attorney for the City and County of San Francisco concerning the Company’s advertising and marketing of its Monster Energy® brand energy drinks and specifically concerning the safety of its products for consumption by adolescents.

In 2013, the City Attorney filed an initial complaint against the Company, which was amended over the course of the legal proceedings.

In 2017, the City Attorney and the Company settled the action on terms acceptable to the Company.

See “Part I, Item 3 – Legal Proceedings” below for additional information.

For example, Mexico instituted a 25% excise tax on certain energy drinks, to which our products are currently not subject and Mexico has also enacted a $1 MXN tax per liter on sugar-sweetened beverages.

The Company [removed: has been named] [added: is currently] a defendant in [removed: numerous] [added: a number of] personal injury lawsuits, claiming that the death or other serious injury of the plaintiffs was caused by consumption of Monster Energy® brand energy drinks.

As of December 31, [removed: 2016,] [added: 2017,] the Company’s [added: condensed] consolidated balance sheet includes accrued loss contingencies of approximately [removed: $2.8] [added: $1.9] million.

The Company has complied with the second subpoena.

_San Francisco City Attorney Litigation_ – On October 31, 2012, the Company received a written request for information from the City Attorney for the City and County of San Francisco concerning the Company’s advertising and marketing of its Monster Energy® brand energy drinks and specifically

concerning the safety of its products for consumption by adolescents.

In a letter dated March 29, 2013, the San Francisco City Attorney threatened to bring suit against the Company if it did not agree to take the following five steps immediately: (i) “Reformulate its products to lower the caffeine content to safe levels”; (ii) “Provide adequate warning labels”; (iii) “Cease promoting over-consumption in marketing”; (iv) “Cease use of alcohol and drug references in marketing” and (v) “Cease targeting minors.”

On May 6, 2013, the San Francisco City Attorney filed a complaint for declaratory and injunctive relief, civil penalties and restitution for alleged violation of California’s Unfair Competition Law, Business & Professions Code sections 17200, _et seq._ (“UCL”), styled _People Of The State Of California ex rel.

Dennis Herrera, San Francisco City Attorney v.

Monster Beverage Corporation_, in San Francisco Superior Court.

The City Attorney alleged that the Company (1) mislabeled its products as a dietary supplement, in violation of California’s Sherman Food, Drug, and Cosmetic Law, California Health & Safety Code section 109875, _et seq_.; (2) is selling an “adulterated” product because caffeine is not generally recognized as safe due to the alleged lack of scientific consensus concerning the safety of the levels of caffeine in the Company’s products; and (3) is engaged in unfair and misleading business practices because its marketing (a) does not disclose the health risks that energy drinks pose for children and teens, (b) fails to warn against and promotes unsafe consumption, (c) implicitly promotes mixing of energy drinks with alcohol or drugs and (d) is deceptive because it includes unsubstantiated claims about the purported special benefits of its “killer” ingredients and “energy blend.” The City Attorney sought a declaration that the Company has engaged in unfair and unlawful business acts and practices in violation of the UCL, an injunction from performing or proposing to perform any acts in violation of the UCL, restitution and civil penalties.

On September 5, 2014, the City Attorney filed a second amended complaint, adding Monster Energy Company as a defendant.

The Company and Monster Energy Company filed answers to the second amended complaint on October 4, 2014 and November 10, 2014, respectively.

The City Attorney and the Company settled the action in January 2017, on terms acceptable to the Company.

The settlement does not include any penalty or fine under the UCL; any finding or admission of liability or wrongdoing; or any change to the formulation of Monster Energy® drinks or to whom the drinks may be sold.

In consideration for a release of claims and dismissal of the action with prejudice, the Company agreed to maintain various current marketing and labeling practices for its energy drink products through December 31, 2018.

For the fiscal year ended December 31, [removed: 2016][added: 2017]

Yes [removed: þNo] [added: þ No] ¨

[added: |] (Do not check if a smaller reporting company) [added: | | Emerging growth company ¨ |]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was [removed: $27,920,735,052] [added: $25,779,806,546] computed by reference to the closing sale price for such stock on the NASDAQ Global Select Market on June 30, [removed: 2016,] [added: 2017,] the last business day of the registrant’s most recently completed second fiscal quarter.

The number of shares of the registrant’s common stock, $0.005 par value per share (being the only class of common stock of the registrant), outstanding on February [removed: 10, 2017] [added: 12, 2018] was [removed: 566,619,343] [added: 566,402,748] shares.

Portions of the registrant’s Definitive Proxy Statement to be filed subsequent to the date hereof with the Commission pursuant to Regulation 14A in connection with the registrant’s [removed: 2017] [added: 2018] Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.

Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, [removed: 2016.][added: 2018.]

| Item Number | | | [removed: |] Page Number |

| [PART [removed: I](#PARTI_112518] [added: I](#PARTI_013612] "Click to goto ") | | | | [removed: |]

| [removed: [1.](#ITEM1_BUSINESS_112519) |] [added: [1.](#ITEM1_BUSINESS_013618)] | [removed: [Business](#ITEM1_BUSINESS_112519)] [added: [Business](#ITEM1_BUSINESS_013618)] | | 3 |

| [removed: [1A.](#ITEM1A_RISKFACTORS_114342) |] [added: [1A.](#ITEM1A_RISKFACTORS_123344)] | [Risk [removed: Factors](#ITEM1A_RISKFACTORS_114342)] [added: Factors](#ITEM1A_RISKFACTORS_123344)] | | 19 |

| [removed: [1B.](#ITEM1B_UNRESOLVEDSTAFFCOMMENTS_115612) |] [added: [1B.](#ITEM1B_UNRESOLVEDSTAFFCOMMENTS_125559)] | [Unresolved Staff [removed: Comments](#ITEM1B_UNRESOLVEDSTAFFCOMMENTS_115612)] [added: Comments](#ITEM1B_UNRESOLVEDSTAFFCOMMENTS_125559)] | | [removed: 30] [added: 31] |

| [removed: [2.](#ITEM2_PROPERTIES_110725) |] [added: [2.](#ITEM2_PROPERTIES_125609)] | [removed: [Properties](#ITEM2_PROPERTIES_110725)] [added: [Properties](#ITEM2_PROPERTIES_125609)] | | 31 |

| [removed: [3.](#ITEM3_LEGALPROCEEDINGS_110726) |] [added: [3.](#ITEM3_LEGALPROCEEDINGS_125641)] | [Legal [removed: Proceedings](#ITEM3_LEGALPROCEEDINGS_110726)] [added: Proceedings](#ITEM3_LEGALPROCEEDINGS_125641)] | | 31 |

| [removed: [4.](#ITEM4_MINESAFETYDISCLOSURES_110729) |] [added: [4.](#ITEM4_MINESAFETYDISCLOSURES_125820)] | [Mine Safety [removed: Disclosures](#ITEM4_MINESAFETYDISCLOSURES_110729)] [added: Disclosures](#ITEM4_MINESAFETYDISCLOSURES_125820)] | | 32 |

| [removed: [5.](#ITEM5_MARKETFORTHEREGISTRANTSCO_110737) |] [added: [5.](#ITEM5_MARKETFORTHE_125912)] | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ITEM5_MARKETFORTHEREGISTRANTSCO_110737)] [added: Securities](#ITEM5_MARKETFORTHE_125912)] | | [removed: 33] [added: 32] |

| [removed: [6.](#ITEM6_SELECTEDFINANCIALDATA_110743) |] [added: [6.](#ITEM6_SELECTEDFINANCIALDATA_123601)] | [Selected Financial [removed: Data](#ITEM6_SELECTEDFINANCIALDATA_110743)] [added: Data](#ITEM6_SELECTEDFINANCIALDATA_123601)] | | [removed: 36] [added: 35] |

| [removed: [7.](#ITEM7_MANAGEMENTSDISCUSSIONANDA_110808) |] [added: [7.](#ITEM7_MANAGEMENTSDISCUSSIONANDAN_020127)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ITEM7_MANAGEMENTSDISCUSSIONANDA_110808)] [added: Operations](#ITEM7_MANAGEMENTSDISCUSSIONANDAN_020127)] | | [removed: 37] [added: 36] |

| [removed: [7A.](#ITEM7A_QUANTITATIVEANDQUALITATIV_013156) |] [added: [7A.](#ITEM7A_QUANTITATIVEANDQUALITATIV_010957)] | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ITEM7A_QUANTITATIVEANDQUALITATIV_013156)] [added: Risk](#ITEM7A_QUANTITATIVEANDQUALITATIV_010957)] | | [removed: 64] [added: 63] |

| [removed: [8.](#ITEM8_FINANCIALSTATEME_013204) |] [added: [8.](#ITEM8_FINANCIALSTATEMENTSANDSUPP_011000)] | [Financial Statements and Supplementary [removed: Data](#ITEM8_FINANCIALSTATEME_013204)] [added: Data](#ITEM8_FINANCIALSTATEMENTSANDSUPP_011000)] | | [removed: 65] [added: 64] |

| [removed: [9.](#ITEM9_CHANGESINANDDISAGREE_013206) |] [added: [9.](#ITEM9_CHANGESINANDDISAGREEMENTSW_011002)] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ITEM9_CHANGESINANDDISAGREE_013206)] [added: Disclosure](#ITEM9_CHANGESINANDDISAGREEMENTSW_011002)] | | [removed: 65] [added: 64] |

| [removed: [9A.](#ITEM9A_CONTROLSANDPROCEDURES_013209) |] [added: [9A.](#ITEM9A_CONTROLSANDPROCEDURES_011003)] | [Controls and [removed: Procedures](#ITEM9A_CONTROLSANDPROCEDURES_013209)] [added: Procedures](#ITEM9A_CONTROLSANDPROCEDURES_011003)] | | [removed: 65] [added: 64] |

| [removed: [9B.](#ITEM9B_OTHER_015527) |] [added: [9B.](#ITEM9B_OTHERINFORMATION_015437)] | [Other [removed: Information](#ITEM9B_OTHER_015527)] [added: Information](#ITEM9B_OTHERINFORMATION_015437)] | | 67 |

| [PART [removed: III](#PARTIII_015528 "Click to goto ") |] [added: III](#PARTIII_015645)] | | | |

| [removed: [10.](#ITEM10_DIRECTORSEXECUTIVEOFFI_015536) |] [added: [10.](#ITEM10_DIRECTORSEXECUTIVEOFFICER_015444)] | [Directors, Executive Officers and Corporate [removed: Governance](#ITEM10_DIRECTORSEXECUTIVEOFFI_015536)] [added: Governance](#ITEM10_DIRECTORSEXECUTIVEOFFICER_015444)] | | 67 |

| [removed: [11.](#ITEM11_EXECUTIVECOMPENSATION_015539) |] [added: [11.](#ITEM11_EXECUTIVECOMPENSATION_015450)] | [Executive [removed: Compensation](#ITEM11_EXECUTIVECOMPENSATION_015539)] [added: Compensation](#ITEM11_EXECUTIVECOMPENSATION_015450)] | | 67 |

| [removed: [12.](#ITEM12_SECURITYOWNERS_015542) |] [added: [12.](#ITEM12_SECURITYOWNERSHIPOFCERTAI_015623)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ITEM12_SECURITYOWNERS_015542)] [added: Matters](#ITEM12_SECURITYOWNERSHIPOFCERTAI_015623)] | | 67 |

| [removed: [13.](#ITEM13_CERTAINRELATIONSHIPSAN_015610) |] [added: [13.](#ITEM13_CERTAINRELATIONSHIPSANDRE_015633)] | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ITEM13_CERTAINRELATIONSHIPSAN_015610)] [added: Independence](#ITEM13_CERTAINRELATIONSHIPSANDRE_015633)] | | 68 |

| [removed: [14.](#ITEM14_PRINCIPALACCOUNT_015612) |] [added: [14.](#ITEM14_PRINCIPALACCOUNTINGFEESAN_015658)] | [Principal Accounting Fees and [removed: Services](#ITEM14_PRINCIPALACCOUNT_015612)] [added: Services](#ITEM14_PRINCIPALACCOUNTINGFEESAN_015658)] | | 68 |

| [removed: [15.](#ITEM15_EXHIBITSANDFINANC_015621)] [added: [15.](#ITEM15_EXHIBITSANDFINANCIALSTATE_015706)] | [Exhibits and Financial Statement [removed: Schedules](#ITEM15_EXHIBITSANDFINANC_015621) |] [added: Schedules](#ITEM15_EXHIBITSANDFINANCIALSTATE_015706)] | | 68 |

10-K 1 a18-1123_110k.htm 10-K

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

| --- | --- | --- | --- |

| | | | |

| | | | |

| [PART II](#PARTII_125854) | | | |

| | | | |

| | | | |

| | | | |

| | | | |

| [PART IV](#PARTIV_015705) | | | |

| | | | |

| [16.](#ITEM16_FORM10KSUMMARY_015708) | [Form 10-K Summary](#ITEM16_FORM10KSUMMARY_015708) | | 68 |

| | | | |

| | [Signatures](#SIGNATURES_015734) | | 71 |

| | | | |

10-K 1 a17-4132_110k.htm 10-K

| --- | --- | --- | --- | --- |

| | | | | |

| [PART II](#PARTII_110731 "Click to goto ") | | | | |

| [PART IV](#PARTIV_015619 "Click to goto ") | | | | |

| | [Signatures](#SIGNATURES_015626 "Click to goto ") | | | 69 |

Our owned corporate headquarters are located at 1 Monster Way, Corona, California 92879, [removed: and consists] [added: consisting] of an approximately 141,000 square-foot, free-standing, six-story [removed: building.][added: building (ENERGY STAR certified) and an adjacent approximately 75,426 square foot, free-standing, three-story building (pursuing ENERGY STAR certification).]

[removed: We have begun] [added: In the fourth quarter of 2017, we completed the] construction of an approximately 1,000,000 square-foot [removed: warehouse,] [added: building (the “Rialto Warehouse”) on this land,] which we [removed: hope to have] [added: anticipate will be] LEED certified, to replace our [removed: current] leased [removed: warehouse] [added: warehouses] and distribution facilities located in Corona, CA.

We [removed: have] entered into an approximately [removed: $36.8] [added: $38.1] million guaranteed maximum price construction contract for the construction of the building, of which [removed: $33.7] [added: $4.6] million remained outstanding as of December 31, [removed: 2016.][added: 2017.]

Our principal properties include our corporate headquarters as well as our Southern California warehouse and distribution center.

During the three-months ended September 30, 2017, we transitioned our Southern California warehouse and distribution operations to the Rialto Warehouse, which was fully operational by December 31, 2017.

As a result of our sustainability efforts, we continue to pursue ENERGY STAR certification for our corporate headquarters.

In November 2016, we acquired an approximately 75,426 square foot, free-standing, three-story office building, including the real property thereunder and improvements thereon, located in Corona, CA adjacent to our current corporate headquarters, for a purchase price of approximately $12.6 million.

We intend to complete any necessary improvements and occupy the building as an extension of our existing corporate headquarters at some time in the future.

As of February [removed: 10, 2017,] [added: 12, 2018,] there were [removed: 566,619,343] [added: 566,402,748] shares of the Company’s common stock outstanding held by approximately [removed: 223] [added: 213] holders of record.

| Year Ended December 31, [removed: 2015] [added: 2017] | | High | | | Low | | |

Such shares [removed: of common stock] are included in common stock in treasury in the accompanying consolidated balance sheet at December 31, [removed: 2016.][added: 2017.]

On [removed: August 2, 2016,] [added: February 27, 2018,] our Board of Directors authorized a new share repurchase program for the [removed: repurchase] [added: purchase] of up to $250.0 million of the Company’s outstanding [removed: shares of] common stock (the [removed: “August 2016] [added: “February 2018] Repurchase Plan”).

During the year ended December 31, [removed: 2016, we] [added: 2017, the Company] purchased [removed: 5.8] [added: 4.6] million shares of common stock at an average purchase price of [removed: $43.40] [added: $54.91] per share, for a total amount of $249.9 million (excluding broker commissions), [removed: which exhausted the availability] under the [removed: August 2016] [added: February 2017] Repurchase Plan.

During the year ended December 31, [removed: 2016, 56,820] [added: 2017, 1.8 million] shares of common stock were purchased from employees in lieu of cash payments for options exercised or withholding taxes due for a total amount of [removed: $2.6] [added: $111.2] million.

The following tabular summary reflects the Company’s repurchase activity during the quarter ended December 31, [removed: 2016:][added: 2017:]

The following table sets forth information as of December 31, [removed: 2016] [added: 2017] with respect to shares of our common stock that may be issued under our equity compensation plans.

[removed: ][added: ]

Cumulative total return assumes an initial investment of $100 on December 31, [removed: 2011.][added: 2012.]

The Company’s current self-selected peer group is comprised of TCCC, DPS Group, National Beverage Corporation, Jones Soda Company and [added: PepsiCo Inc. The Company’s former self-selected peer group is comprised of TCCC, DPS Group, National Beverage Corporation, Jones Soda Company and] Cott [removed: Corporation.][added: Corporation (Cott Corporation’s carbonated soft drink and juice business was sold in 2018).]

| First Quarter | | $ | 48.94 | | $ | 41.02 | |

| Second Quarter | | $ | 52.41 | | $ | 44.35 | |

| Third Quarter | | $ | 57.25 | | $ | 49.03 | |

| Fourth Quarter | | $ | 64.79 | | $ | 54.80 | |

On February 28, 2017, the Company’s Board of Directors authorized a share repurchase program for the purchase of up to $500.0 million of the Company’s outstanding common stock (the “February 2017 Repurchase Plan”).

As $250.0 million remains available for grant under the February 2017 Repurchase Plan, the aggregate amount available to repurchase the Company’s common stock is currently $500.0 million.

| Oct 1 – Oct 31, 2017 | | 20,129 | | $ 54.99 | | 20,129 | | $ | 250,000 | |

| | | | | | | | | | | |

| Equity compensation plans approved by stockholders | | 18,348,024 | | $29.62 | | 20,877,908 | |

| Total | | 18,348,024 | | $29.62 | | 20,877,908 | |

On October 14, 2016, the Company announced a three-for-one stock split of the Company’s common stock to be effected in the form of a 200% stock dividend.

The common stock dividend was issued on November 9, 2016 and the Company’s common stock began trading at the split adjusted price on November 10, 2016.

(See Note 1 – “Organization and Summary of Significant Accounting Policies” for additional information”).

| First Quarter | | $ | 47.97 | | $ | 35.59 | |

| Second Quarter | | $ | 48.23 | | $ | 41.39 | |

| Third Quarter | | $ | 51.94 | | $ | 38.54 | |

| Fourth Quarter | | $ | 53.50 | | $ | 42.45 | |

On April 28, 2016, our Board of Directors authorized the Company to commence the Auction Stock Repurchase Tender to repurchase up to $2.0 billion of its outstanding shares of common stock.

The Auction Stock Repurchase Tender was authorized under the Company’s existing share repurchase authority and was funded with cash on hand.

We commenced this tender offer in May 2016.

On June 15, 2016, we accepted for payment an aggregate of 38.5 million shares of common stock at a purchase price of $52.00 per share, for a total amount of $2.0 billion (excluding commissions), which exhausted the availability under all previously authorized share repurchase plans.

We incurred $1.6 million in stock repurchase expenses for the year ended December 31, 2016 related to the Auction Stock Repurchase Tender.

Such shares are included in common stock in treasury in the accompanying consolidated balance sheet at December 31, 2016.

| Oct 1 – Oct 31, 2016 | | 385,401 | | $ 47.61 | | 385,401 | | $ | 231,650 | |

| Nov 1 – Nov 30, 2016 | | 4,653,071 | | $ 42.98 | | 4,653,071 | | $ | 31,597 | |

| Dec 1 – Dec 31, 2016 | | 720,620 | | $ 43.83 | | 720,620 | | $ | \- | |

| Equity compensation plans approved by stockholders | | 23,199,548 | | $23.55 | | 23,633,600 | |

| Total | | 23,199,548 | | $23.55 | | 25,633,600 | |

The consolidated statements of operations data set forth below with respect to each of the fiscal years ended December 31, [removed: 2014] [added: 2015] through [removed: 2016] [added: 2017] and the balance sheet data as of December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] are derived from our audited consolidated financial statements included herein, and should be read in conjunction with those financial statements and notes thereto, and with Management’s Discussion and Analysis of Financial Condition and Results of Operations included as Part II, Item 7 of this Annual Report on Form 10-K.

The consolidated statements of operations data for the fiscal years ended December 31, [removed: 2013] [added: 2014] and [removed: 2012] [added: 2013] and the balance sheet data as of December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] are derived from the Company’s audited consolidated financial statements not included herein.

| (in thousands, except per share information) | | [added: 2017 | | |] 2016 | | | 2015 | | | 2014 | | | 2013 | | | [removed: 2012 | | |]

| Net [removed: sales¹] [added: sales1] | | $ | [removed: 3,049,393] [added: 3,369,045] | | $ | [removed: 2,722,564] [added: 3,049,393] | | $ | [removed: 2,464,867] [added: 2,722,564] | | $ | [removed: 2,246,428] [added: 2,464,867] | | $ | [removed: 2,060,702] [added: 2,246,428] | |

| Gross [removed: profit¹] [added: profit1] | | $ | [removed: 1,942,000] [added: 2,137,690] | | $ | [removed: 1,632,301] [added: 1,942,000] | | $ | [removed: 1,339,810] [added: 1,632,301] | | $ | [removed: 1,172,931] [added: 1,339,810] | | $ | [removed: 1,065,656] [added: 1,172,931] | |

| Gross profit as a percentage to net sales | | [added: 63.5% | | |] 63.7% | | | 60.0% | | | 54.4% | | | 52.2% | | | [removed: 51.7% | | |]

| Operating [removed: income²] [added: income1,2] | | $ | [removed: 1,085,338] [added: 1,198,787] | | $ | [removed: 893,653] [added: 1,085,338] | | $ | [removed: 747,505] [added: 893,653] | | $ | [removed: 572,916] [added: 747,505] | | $ | [removed: 550,623] [added: 572,916] | |

| Net [removed: income] [added: income1,2] | | $ | [removed: 712,685] [added: 820,678] | | $ | [removed: 546,733] [added: 712,685] | | $ | [removed: 483,185] [added: 546,733] | | $ | [removed: 338,661] [added: 483,185] | | $ | [removed: 340,020] [added: 338,661] | |

| Basic | | $ | [removed: 1.21] [added: 1.45] | | $ | [removed: 0.97] [added: 1.21] | | $ | [removed: 0.96] [added: 0.97] | | $ | [removed: 0.68] [added: 0.96] | | $ | [removed: 0.65] [added: 0.68] | |

| Diluted | | $ | [removed: 1.19] [added: 1.42] | | $ | [removed: 0.95] [added: 1.19] | | $ | [removed: 0.92] [added: 0.95] | | $ | [removed: 0.65] [added: 0.92] | | $ | [removed: 0.62] [added: 0.65] | |

| Cash, cash equivalents and investments | | $ | [removed: 600,530] [added: 1,203,921] | | $ | [removed: 2,935,375] [added: 600,530] | | $ | [removed: 1,194,397] [added: 2,935,375] | | $ | [removed: 623,388] [added: 1,194,397] | | $ | [removed: 340,949] [added: 623,388] | |

| Total assets | | $ | [removed: 4,153,471] [added: 4,791,012] | | $ | [removed: 5,571,277] [added: 4,153,471] | | $ | [removed: 1,938,875] [added: 5,571,277] | | $ | [removed: 1,420,509] [added: 1,938,875] | | $ | [removed: 1,043,325] [added: 1,420,509] | |

| Stockholders’ equity | | $ | [removed: 3,329,709] [added: 3,895,212] | | $ | [removed: 4,809,410] [added: 3,329,709] | | $ | [removed: 1,515,150] [added: 4,809,410] | | $ | [removed: 992,279] [added: 1,515,150] | | $ | [removed: 644,397] [added: 992,279] | |

_¹__Includes [added: $43.4 million,] $40.3 million, $62.8 million, $15.0 [removed: million, $14.8] million and [removed: $13.2] [added: $14.8] million for the years ended December 31, [added: 2017,] 2016, 2015, [removed: 2014, 2013] [added: 2014] and [removed: 2012,] [added: 2013,] respectively, related to the recognition of deferred revenue.

Included in the [added: $43.4 million,] $40.3 million and [removed: the] $62.8 million recognition of deferred revenue for the years ended December 31, [added: 2017,] 2016 and 2015, respectively, is [added: $0.6 million,] $5.7 million and $39.8 million related to the accelerated amortization of the deferred revenue balances associated with certain of the Company’s prior distributors who were sent notices of termination during the relevant periods._

_²Includes [added: $35.4 million,] $79.8 million, $224.0 million, ($0.2) [removed: million, $10.8] million and [removed: $1.5] [added: $10.8] million for the years ended December 31, [added: 2017,] 2016, 2015, [removed: 2014, 2013] [added: 2014] and [removed: 2012,] [added: 2013,] respectively, related to expenditures attributable to the costs associated with terminating existing distributors._

The information required to be furnished in response to this ITEM 8 follows the signature page and Index to Exhibits hereto at pages [removed: 70] [added: 72] through [removed: 106.][added: 116.]

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on the framework in _Internal Control – Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our management’s evaluation under the framework in _Internal Control - Integrated Framework (2013)_, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2016.][added: 2017.]

Our internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their attestation report, which is included herein.

_Changes in Internal Control Over Financial Reporting_ – There were no changes in the Company’s internal controls over financial reporting during the quarter ended December 31, [removed: 2016,] [added: 2017,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have audited the internal control over financial reporting of Monster Beverage Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in _Internal Control [removed: — Integrated] [added: —Integrated] Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission.][added: Commission (COSO).]

We conducted our audit in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

A company’s internal control over financial reporting is a process designed [removed: by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Also, projections of any evaluation of [removed: the] effectiveness [removed: of the internal control over financial reporting] to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on [removed: the] criteria established in _Internal Control — Integrated Framework (2013)_ issued by [removed: the Committee of Sponsoring Organizations of the Treadway Commission.][added: COSO.]

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States),] [added: States) (PCAOB),] the consolidated financial statements and financial statement schedule as of and for the year ended December 31, [removed: 2016] [added: 2017,] of the Company and our report dated March 1, [removed: 2017] [added: 2018,] expressed an unqualified opinion on those financial statements and financial statement schedule.

Opinion on Internal Control over Financial Reporting

Basis for Opinion

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Definition and Limitations of Internal Control over Financial Reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

March 1, 2018

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.

March 1, 2017

On February 27, 2018, our Board of Directors authorized a new share repurchase program for the purchase of up to $250.0 million of the Company’s outstanding common stock (the “February 2018 Repurchase Plan”).

As $250.0 million remains available for grant under the February 2017 Repurchase Plan, the aggregate amount available to repurchase the Company’s common stock is currently $500.0 million.

None.

The information required by this item regarding our directors is included under the caption “Proposal One – Election of Directors” in our Proxy Statement for our 2017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2016] [added: 2017] (the [removed: “2017] [added: “2018] Proxy Statement”) and is incorporated herein by reference.

Information concerning compliance with Section 16(a) of the Exchange Act is included under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in our [removed: 2017] [added: 2018] Proxy Statement and is incorporated herein by reference.

Information concerning the Audit Committee and the Audit Committee Financial expert is reported under the caption “Audit Committee; Report of the Audit Committee; Duties and Responsibilities” in our [removed: 2017] [added: 2018] Proxy Statement and is incorporated herein by reference.

Information concerning the compensation of our directors and executive officers and Compensation Committee Interlocks and Insider Participation is reported under the captions “Compensation Discussion and Analysis,” and “Compensation Committee,” respectively, in our [removed: 2017] [added: 2018] Proxy Statement and is incorporated herein by reference.

Information concerning the beneficial ownership of the Company’s Common Stock of (a) those persons known to the Company to be the beneficial owners of more than 5% of the Company’s common stock; (b) each of the Company’s directors and nominees for director; and (c) the Company’s executive officers and all of the Company’s current directors and executive officers as a group is reported under the caption “Principal Stockholders and Security Ownership of Management” in our [removed: 2017] [added: 2018] Proxy Statement and is incorporated herein by reference.

Information concerning certain relationships and related transactions is reported under the caption “Certain Relationships and Related Transactions and Director Independence” in our [removed: 2017] [added: 2018] Proxy Statement and is incorporated herein by reference.

Information concerning our accountant fees and our Audit Committee’s pre-approval of audit and permissible non-audit services of independent auditors is reported under the captions “Principal Accounting Firm Fees” and “Pre-Approval of Audit and Non-Audit Services,” respectively, in our [removed: 2017] [added: 2018] Proxy Statement and is incorporated herein by reference.

| | [Report of Independent Registered Public Accounting [removed: Firm](#REPORTOFINDEPENDENTREGISTEREDPUB_024831] [added: Firm](#REPORTOFINDEPENDENTREGISTEREDPUB_022329] "Click to goto ") | 73 |

| | [Consolidated Balance Sheets as of December 31, [removed: 2016] [added: 2017] and [removed: 2015](#CONSOLIDATEDBALANCESHEETS_044957] [added: 2016](#CONSOLIDATEDBALANCESHEETS_022115] "Click to goto ") | 74 |

| | [Consolidated Statements of Income for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#CONSOLIDATEDSTATEMENTSOFINCOME_045001] [added: 2015](#CONSOLIDATEDSTATEMENTSOFINCOME_022120] "Click to goto ") | 75 |

| | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#COMPREHENSIVEINCO_045008] [added: 2015](#CONSOLIDATEDSTATEMENTSOFCOMPREHE_022123] "Click to goto ") | 76 |

| | [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#STATEMENTSOFSTOCKHOLDE_045123] [added: 2015](#CONSOLIDATEDSTATEMENTSOFSTOCKHOL_024942] "Click to goto ") | 77 |

| | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#CASHFLOWS_045152] [added: 2015](#CONSOLIDATEDSTATEMENTSOFCASHFLOW_025046] "Click to goto ") | 78 |

| | [Notes to Consolidated Financial [removed: Statements](#NOTESTOCONSOLIDATEDFINANCIA_045159] [added: Statements](#NOTESTOCONSOLIDATEDFINANCIALSTAT_030330] "Click to goto ") | 80 |

| | [Valuation and Qualifying Accounts for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#SCHEDULEIIVALUATIONANDQUALIFYING_045337] [added: 2015](#SCHEDULEIIVALUATIONANDQUALIFYING_092511] "Click to goto ") | 116 |

| | The Exhibits listed in the Index of Exhibits, which appears immediately [removed: following] [added: preceding] the signature page and is incorporated herein by reference, as filed as part of this Form 10-K. | |

| --- | --- | --- |

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MONSTER BEVERAGE CORPORATION

| /s/ RODNEY C. SACKS | Rodney C. Sacks | Date: March 1, 2017 |

| | Chairman of the Board | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

| Signature | | Title | | Date |

| --- | --- | --- | --- | --- |

| | | | | |

| /s/ RODNEY C. SACKS | | Chairman of the Board of | | March 1, 2017 |

| Rodney C. Sacks | | Directors and Chief Executive Officer (principal executive officer) | | |

| /s/ HILTON H. SCHLOSBERG | | Vice Chairman of the Board of | | March 1, 2017 |

| Hilton H. Schlosberg | | Directors, President, Chief Operating Officer, Chief Financial Officer and Secretary (principal financial officer, controller and principal accounting officer) | | |

| /s/ NORMAN C. EPSTEIN | | Director | | March 1, 2017 |

| Norman C. Epstein | | | | |

| /s/ MARK J. HALL | | Director | | March 1, 2017 |

| Mark J. Hall | | | | |

| /s/ GARY P. FAYARD | | Director | | March 1, 2017 |

| Gary P. Fayard | | | | |

| /s/ BENJAMIN M. POLK | | Director | | March 1, 2017 |

| Benjamin M. Polk | | | | |

| /s/ SYDNEY SELATI | | Director | | March 1, 2017 |

| Sydney Selati | | | | |

| /s/ HAROLD C. TABER, JR. | | Director | | March 1, 2017 |

| Harold C. Taber, Jr. | | | | |

| /s/ MARK S. VIDERGAUZ | | Director | | March 1, 2017 |

| Mark S. Vidergauz | | | | |

| /s/ KATHY N WALLER | | Director | | March 1, 2017 |

| Kathy N. Waller | | | | |

INDEX TO EXHIBITS

The following designated exhibits, as indicated below, are either filed or furnished, as applicable herewith or have heretofore been filed or furnished with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as indicated by footnote.

| 2.1 | Transaction Agreement, dated as of August 14, 2014, by and among Monster Beverage Corporation, New Laser Corporation, New Laser Merger Corp, The Coca-Cola Company and European Refreshments (incorporated by reference to Exhibit 2.1 to our Form 8-K dated August 18, 2014). |

| --- | --- |

| 2.2 | Asset Transfer Agreement, dated as of August 14, 2014, by and among Monster Beverage Corporation, New Laser Corporation and The Coca-Cola Company Refreshments (incorporated by reference to Exhibit 2.2 to our Form 8-K dated August 18, 2014). |

| 3.1 | Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to our Form 10-K dated November 7, 2016). |

| 3.2 | Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to our Form 8-K dated June 18, 2015). |

| 10.1 | Amended and Restated Distribution Coordination Agreement, dated as of June 12, 2015, between Monster Energy Company and The Coca-Cola Company (incorporated by reference to Exhibit 10.1 to our 10-Q dated August 10, 2015). |

| 10.2 | Amended and Restated International Distribution Coordination Agreement, dated as of June 12, 2015, between Monster Energy Ltd. and Monster Energy Company and The Coca-Cola Company (incorporated by reference to Exhibit 10.2 to our 10-Q dated August 10, 2015). |

| 10.3+ | Form of Amendment to Stock Option Agreement (relating to the amendment of certain stock option agreements between Hansen Natural Corporation and its executive officers and directors) (incorporated by reference to Exhibit 10.1 to our Form 8-K dated January 8, 2007). |

None

INDEX TO EXHIBITS

The following designated exhibits, as indicated below, are either filed or furnished, as applicable herewith or have heretofore been filed or furnished with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as indicated by footnote.

| 2.1 | [Transaction Agreement, dated as of August 14, 2014, by and among Monster Beverage Corporation, New Laser Corporation, New Laser Merger Corp, The Coca-Cola Company and European Refreshments (incorporated by reference to Exhibit 2.1 to our Form 8-K dated August 18, 2014).](http://www.sec.gov/Archives/edgar/data/865752/000110465914061722/a14-19122_2ex2d1.htm) |

| --- | --- |

| 2.2 | [Asset Transfer Agreement, dated as of August 14, 2014, by and among Monster Beverage Corporation, New Laser Corporation and The Coca-Cola Company Refreshments (incorporated by reference to Exhibit 2.2 to our Form 8-K dated August 18, 2014).](http://www.sec.gov/Archives/edgar/data/865752/000110465914061722/a14-19122_2ex2d2.htm) |

| 3.1 | [Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to our Form 10-K dated November 7, 2016).](http://www.sec.gov/Archives/edgar/data/865752/000110465916155163/a16-20895_1ex3d1.htm) |

| 3.2 | [Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to our Form 8-K dated June 18, 2015).](http://www.sec.gov/Archives/edgar/data/865752/000110465915046213/a15-14144_1ex3d2.htm) |

| 10.1 | [Amended and Restated Distribution Coordination Agreement, dated as of June 12, 2015, between Monster Energy Company and The Coca-Cola Company (incorporated by reference to Exhibit 10.1 to our 10-Q dated August 10, 2015).](http://www.sec.gov/Archives/edgar/data/865752/000110465915058216/a15-11963_1ex10d1.htm) |

| 10.2 | [Amended and Restated International Distribution Coordination Agreement, dated as of June 12, 2015, between Monster Energy Ltd. and Monster Energy Company and The Coca-Cola Company (incorporated by reference to Exhibit 10.2 to our 10-Q dated August 10, 2015).](http://www.sec.gov/Archives/edgar/data/865752/000110465915058216/a15-11963_1ex10d2.htm) |

| 10.3 | [Form of Indemnification Agreement (to be provided by Hansen Natural Corporation to its directors) (incorporated by reference to Exhibit 10.1 to our Form 8-K dated November 14, 2005).](http://www.sec.gov/Archives/edgar/data/865752/000086575205000089/e101.htm) |

| 10.4+ | [Hansen Natural Corporation 2001 Amended and Restated Stock Option Plan (incorporated by reference to Exhibit A to our Proxy Statement dated September 25, 2007).](http://www.sec.gov/Archives/edgar/data/865752/000086575207000126/p091907.htm) |

| 10.5+ | [Form of Restricted Stock Unit Agreement pursuant to the 2009 Hansen Natural Corporation Stock Incentive Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to our Form 10-K dated August 5, 2016).](http://www.sec.gov/Archives/edgar/data/865752/000110465916137481/a16-15122_1ex10d1.htm) |

| 10.6+ | [Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to our Form 10-Q dated August 9, 2011).](http://www.sec.gov/Archives/edgar/data/865752/000110465911045251/a11-12791_1ex10d1.htm) |

| 10.7+ | [Monster Beverage Corporation 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K dated May 24, 2011).](http://www.sec.gov/Archives/edgar/data/865752/000086575211000006/e101.htm) |

| 10.8+ | [Employment Agreement between Monster Beverage Corporation and Rodney C. Sacks (incorporated by reference to Exhibit 10.1 to our Form 8-K dated March 19, 2014).](http://www.sec.gov/Archives/edgar/data/865752/000086575214000005/e101.htm) |

| 10.9+ | [Employment Agreement between Monster Beverage Corporation and Hilton H. Schlosberg (incorporated by reference to Exhibit 10.2 to our Form 8-K dated March 19, 2014).](http://www.sec.gov/Archives/edgar/data/865752/000086575214000005/e102.htm) |

| 10.10+* | [Form of Stock Option Agreement](https://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex10d10.htm#EXHIBIT10_10_071135 "Click to goto ") |

| 10.11+* | [Form of Stock Option Agreement of Chief Executive Officer and President and Chief Financial Officer](https://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex10d11.htm#EXHIBIT10_11_071159 "Click to goto ") |

| 10.12+ | [Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 4.1 to our Form S-8 dated June 21, 2017).](http://www.sec.gov/Archives/edgar/data/865752/000110465917040692/a17-15453_1ex4d1.htm) |

| 10.13+ | [Monster Beverage Corporation Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 4.2 to our Form S-8 dated June 21, 2017).](http://www.sec.gov/Archives/edgar/data/865752/000110465917040692/a17-15453_1ex4d2.htm) |

| 10.14+* | [Amended and Restated Monster Beverage Corporation Deferred Compensation Plan.](https://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex10d14.htm#EXHIBIT10_14_071240 "Click to goto ") |

| 21* | [Subsidiaries](https://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex21.htm#EXHIBIT21_071302 "Click to goto ") |

| 23* | [Consent of Independent Registered Public Accounting Firm](https://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex23.htm#EXHIBIT23_050339 "Click to goto ") |

| 31.1* | [Certification by CEO pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *](https://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex31d1.htm#EXHIBIT31_1_115242 "Click to goto ") |

| --- | --- |

| 31.2* | [Certification by CFO pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *](https://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex31d2.htm#EXHIBIT31_2_120356 "Click to goto ") |

| 32.1* | [Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *](https://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex32d1.htm#EXHIBIT32_1_120741 "Click to goto ") |

| 32.2* | [Certification by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *](https://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex32d2.htm#EXHIBIT32_2_120927 "Click to goto ") |

| 101* | The following materials from Monster Beverage Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 are furnished herewith, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2017 and 2016, (ii) the Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015, (iii) the Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2017, 2016 and 2015, (iv) Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015, and (vi) the Notes to Consolidated Financial Statements. |

* Filed herewith.

+ Management contract or compensatory plans or arrangements.

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MONSTER BEVERAGE CORPORATION

| /s/ RODNEY C. SACKS | Rodney C. Sacks | Date: March 1, 2018 |

| --- | --- | --- |

| | Chairman of the Board | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

| Signature | | Title | | Date |